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October 10, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

Attn: Mr. H. Christopher Owings

100 F Street, N.E., Mail Stop 3561

Washington, DC  20549

Re:                             Titan
Machinery Inc.

Amendment No. 2 to Registration Statement on
Form S-1

Filed
October 10, 2007

File No. 333-145526

Dear Mr. Owings:

On behalf of
Titan Machinery Inc. (the “Company”), we submit this letter in response to
comments from the staff of the U.S. Securities and Exchange Commission (the
“Staff”) received by letter dated September 28, 2007. We appreciate the Staff’s
prompt consideration of this response.

In this letter, we have recited the comment from the Staff in
italicized, bold type and have followed the comment with the Company’s response
in regular type. References in this letter to “we”, “our” or “us” mean the
Company or its advisors, as the context may require. The page numbers
referenced in this letter are the same pages indicated in your letter dated
September 28, 2007 and do not conform to the pages numbers in Amendment No. 2.

General

1.               We note a number of blank
spaces throughout your registration statement for information that you are not
entitled to omit pursuant to Rule 430A under the Securities Act, including the
price range and related information based on a bona fide estimate of the public
offering price within that range. Please allow us sufficient time to review
your complete disclosure prior to any distribution of preliminary prospectuses.

We will provide the price range and related information we are not
entitled to omit pursuant to Rule 430A under the Securities Act in a future
filing to allow the Commission sufficient time to review our complete
disclosure prior to the distribution of any preliminary prospectuses.

2.               Please review your
disclosure, particularly your Business section, and ensure that you identify
the source for the statements you provide. Currently, you include many factual
statements, but you have not necessarily indicated whether the source of this

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information is based upon management’s
belief, industry data, reports, articles, or any other source. If the
statements are based upon management’s belief, please indicate that this is the
case and include an explanation for the basis of that belief. Alternatively, if
the information is based upon reports or articles, please provide these
documents to us appropriately marked and dated. The following are examples
only of the statements for which you need sources:

•                  “Farmers are
currently enjoying historically strong economic fundamentals, which is driven
in part by growing global demand for agricultural commodities, due in part to
renewable energy and economic growth in developing countries.”  Our Industry, page 2.

•                  “In recent years,
short-term lease programs and commercial rental agencies for agricultural and
construction equipment have expanded significantly in North America.”  Risk Factors, page 11.

•                  “We own and
operate one of the largest networks of full service agricultural and
construction equipment stores in North America. We are the world’s largest
retail dealer of Case IH Agriculture equipment and a major retail dealer of New
Holland Agriculture, Case Construction and New Holland Construction equipment
in the U.S.”  Summary, page 1 and
Overview, page 25.

•                  “Agricultural
equipment is purchased primarily for the production of food, fiber, feed grain
and renewable energy. It is also purchased for home and garden applications and
maintenance of commercial, residential and government properties. Total revenue
for U.S. farm and garden equipment dealers was $55.4 billion in 2006 and is
projected to grow to $58.2 billion by 2012, as adjusted for inflation. Deere
& Company, CNH and AGCO Corporation are the largest global manufacturers
and supply a full line of equipment and parts that address the primary
machinery requirements of fanners. In 2006, revenue from agriculture operations
was $10.2 billion for Deere & Company, $7.8 billion for CNH and $5.4
billion for AGCO.”  Agricultural Equipment
Industry, page 43.

Please also revise these statements to
indicate by what measure you believe that you, for example, have the largest
network or are the world’s largest retail dealer.

A binder of supporting documentation, which is appropriately referenced
to the statements in the registration statement that such material supports, will
be provided to you under seperate cover. The statement made in the registration
statement that “[w]e are the world’s largest retail dealer of Cash IH
Agricultural equipment and a major retail dealer of New Holland Agriculture,
Case Construction and hew Holland Construction equipment in the U.S.” is based
on information provided to us from CNH during discussions with CNH. In
addition, the registration statement has been revised in response to this
comment.

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Outside Front Cover of Prospectus

3.               On this page, you state
that you have applied to have your common stock approved for quotation on the
Nasdaq Global Market. Here, and throughout your document as applicable, please
disclose that there is no guarantee that the Nasdaq Global Market will accept
your application and no guarantee that your common stock will be quoted.

The registration statement has been revised in
response to this comment.

Table of Contents

4.               The forepart of your
document should consist only of the cover page, summary, and risk factors. Please
move the paragraphs beneath the table of contents to another, more appropriate
location in your prospectus.

The referenced paragraphs were relocated within the registration
statement in response to this comment.

Summary, page 1

5.               Please remove all defined
terms in the forepart of your document, specifically in the initial italicized
paragraph of your Summary section. All defined terms in this part of your
document should be clear from their context and, if they are not clear, please
revise to make them so.

The registration statement has been revised
in response to this comment.

6.               The Summary section is
intended to provide a brief overview of the key aspects of your offering. Currently,
your Summary is too long and repeats much of the information fully discussed in
the body of your document. For example, you should consider removing or
substantially shortening one or more of your Our Company, Titan Operating
Model, Our Industry, Our Business Strengths, and Our Growth Strategy
subsections. Please note that the Summary is only intended to provide a brief
snapshot of the offering. See Instruction to Item 503(a) of Regulation S-K.

The registration statement has been revised
in response to this comment.

Summary Financial Data, page 6

7.               Please revise your
reconciliation to reconcile to net income as opposed to income from operations.
Please disclose the reasons why “adjusted EBIT” provides useful information to
investors. In this regard, please disclose specifically how management uses
this measure to conduct or evaluate its business; including the economic
substance behind management’s decision to use such a measure. If management
does not use such a measure to conduct and/or evaluate, please indicate this
fact in your disclosure and tell us why you are presenting this as a
performance measure given the lack of use by management. Finally, please also
disclose the manner in which management compensates for the material
limitations of adjusted EBIT as compared to

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net income. See Questions 8 and 15 of
“Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures”
available on our website at www.sec.gov/divisions/corpfin/faqs/nongaaapfaq.htm

The registration statement has been revised in response to this comment
to reconcile to net income as opposed to income from operations and to reflect
the fact that management also uses income from operations for planning purposes
based on the limitations of adjusted EBIT. We believe the registration
statement effectively discusses how management uses adjusted EBIT to conduct
and evaluate our business (for budgeting and other planning purposes) and the
economic substance behind management’s decision to use adjusted EBIT (because
other income and floorplan interest expense are driven by operating decisions
as opposes to other interests items related to capitalization).

Risk Factors, page 8

8.               Please note that the Risk
Factors section should be a discussion of the most significant factors that
make your offering speculative or risky. You should not present risks that are
generic or contain boilerplate language that could apply to any issuer or any
offering. A discussion of risk in generic terms does not tell your readers how
the risk may affect their investment in you. Please revise your Risk Factors
section generally to write each risk factor in plain English and avoid using
boilerplate or generic risk factors. See Item 503(c) of Regulation S-K. As
examples, please consider the following risk factors:

•                  “Our business
may be adversely affected if we are unable to manage growth.”  Page 10.

•                  “Failure to
properly manage inventories of equipment would have a significant adverse
effect on our operations.”  Page 11.

•                  “Our potential
inability to improve and expand our internet sales could harm our
business.”  Page 12.

•                  “We face strong
and growing competition that could adversely affect our results of operation
and growth.”  Page 13.

Also, some of your risk factor discussions do
not clearly and concisely convey the actual risk, such as the second full risk
factor on page 13 and the last risk factor on page 18. Some of your risk
factors should be separated into multiple risk factors, such as the last risk
factor on page 9, the first risk factor on page 10, the last risk factor on
page 11, and the second full risk factor on page 12. Also, please consider
whether other subsections or elements of a discussion within a subsection are
necessary for this section, and whether certain risk factors can be revised or
combined so they are not repetitive. Accordingly, please thoroughly revise this
section to more precisely articulate the risks to your offering from each risk
factor. We may have additional comments based upon your revisions.

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The registration statement has been revised in response to this
comment. We have deleted several risk factors to eliminate those that are not
relevant to our business specifically and to reduce redundancy. We have also
eliminated generic discussions of the disclosed risks and revised such generic
risk factors so that they are specifically tailored to the risks we face.

Our business could be harmed by adverse changes in the agricultural...,
page 11

9.               In this risk factor, you
state that there are “many factors” that could adversely affect agricultural
industries and result in a decrease in the amount of agricultural equipment
that your customers purchase. Please disclose which of the factors, if any, is
a material risk to you currently and how that factor could affect your business
operations negatively.

We have revised this risk factor to list the material factors that
could adversely affect our business and to split this risk factor into two—one
that discusses changes in the agricultural industries and one that discusses
changes in governmental policy.

Our business could be harmed by adverse changes in the construction
industry, page 12

10.         Please revise this and the
risk factor immediately following this risk factor to discuss the current state
of the construction and housing industries in the specific markets you serve
and how the situation affects you. Also, if you are going to discuss interest
rate adjustments, please discuss the most recent interest rate adjustment and
what, if anything, it could mean to you. Provide quantifiable information, if
possible.

The registration statement has been revised in response to this
comment.

Disruptions in our information technology systems, including our
customer..., page 13

11.         Please disclose whether
there is any material risk to you that your information and technology systems
will be disrupted. If not, please tell us why you have included this risk
factor.

We have reconsidered the materiality of this risk and deleted the risk
factor referenced in this comment.

Our success is substantially dependent on our ability to attract and
retain…, page 14

12.         You state that the loss of
any of your skilled management, effective dealership managers, sales and
marketing, and product services department personnel would be a material risk
to you. Please disclose the names of the individuals to which you refer, their
positions, and how the loss of that individual is material to your success. Otherwise,
please tell us why this is a material risk that is particular to you.

We have reconsidered the materiality of this risk and deleted the risk
factor referenced in this comment.

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We are subject to product liability risks..., page 14

13.         We note your indication
that you maintain product liability insurance. Mitigating language is generally
not appropriate for risk factor discussion. Please delete this risk factor or
alter it to describe that the real risk is the insufficiency of your coverage.

The registration statement has been revised in response to this comment
by eliminating the mitigating language.

Because there has not been a public market for our common stock and
our..., page 14

14.         In this risk factor, you
list three factors, “most of which are outside of [y]our control,” that could
cause the market price of your common stock to decrease significantly. Please
consider making each factor you mention a separate risk factor if it is
material and particular to you. Otherwise, please tell us how these factors,
and this risk factor generally, is material to you.

We believe this risk factor is material to purchasers in the offering
and that the risks related to our company described elsewhere in the prospectus
could cause the risk described. We have made a revision to the risk factor to
more specifically address the materiality of the risk. We have deleted the separate
factors listed because we believe those concepts are adequately addressed
elsewhere in the risk factor.

If equity research analysts do not publish research or reports about
our..., page 15

15.         Please tell us why this
risk factor is material to you, because your securities are not currently
quoted on an exchange or listed on a market and there is no assurance at this
time that they will be.

We have revised this risk factor to more
specifically describe why this risk is material to us.

We will incur increased costs as a result of having publicly traded
common stock...,page 17

16.         Some of your risk factors
appear to state facts about the company, as opposed to discuss a real risk of
which investors should be aware. Please revise this risk factor to disclose a
risk or remove it. See also, “We do not intend to declare dividends...”

The registration statement has been revised in response to this comment.
We have reconsidered the materiality of certain of these risks and eliminated
some risk factors. We have also deleted purely factual information.

Use of Proceeds, page 20

17.         In this section, you list
a series of uses for the proceeds of this offering. Additionally, please
disclose the approximate amount you intend to use for each purpose.

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We have included the known amounts of the use of proceeds. We are
unable to quantify the cost of any potential acquisitions for which the
proceeds would be used because no such acquisitions have been identified at this
time.

18.         Among the uses of y