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December 3, 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. 6 to Registration Statement
  on Form S-1

  Filed December 3, 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 November 29, 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 your recited comments in this letter are the same pages indicated
in your letter dated November 29, 2007 and do not conform to the pages numbers
in Amendment No. 6, and the page numbers indicated in our responses conform to
the page numbers in Amendment No. 6.

General

1.                                    We
note your response to comment three of our letter dated November 5, 2007. With
respect to the second bullet point, we continue to believe that you have not
provided support for your statement that “[d]emand for construction equipment
in [y]our markets is primarily driven by public infrastructure spending...”  While the support you have provided indicates
that public infrastructure spending is one factor, it does not appear to be the
primary factor influencing demand for your products. Please revise to remove
this qualifier. As to the fifth bullet point, the support you have provided
continues to speak to market share so please revise your disclosure to include
this measure where you indicate that CNH is one of the world’s largest
manufacturers of construction equipment and ensure that you are referring to it
as the fifth, not fourth, by such measure.

The registration statement has been revised in response to this comment.
Please see pages 2, 27, 47, and 54.

2.                                    You
state on page 20 that your preferred stock automatically converts into common
stock upon closing of your offering. You further suggest that you are
contractually obligated to convert certain convertible subordinated debentures
into common stock. To the extent, the conversion(s) is (are) expected to have a
material dilutive impact on earnings per share, you should disclose pro forma basic
earnings per share for the year ended January 31, 2007 and the latest interim
period that reflects the conversion(s) that are automatic upon closing of the
offering using the “if converted” method. Disclosure surrounding the nature of
the pro forma presentation should also be provided.

The registration statement has been revised in response to this comment.
Please see pages 7 and 24.

Dilution, page 21

3.                                    We
note the revisions to your disclosure in response to comment six in our letter
dated November 5, 2007. Please reconcile for us the pro forma as adjusted
shares disclosed in the table on page 21 with the shares disclosed in your
capitalization table on page 19 on a pro forma, as adjusted basis. Supplementally
explain the reason(s) for any difference.

The pro forma as adjusted shares disclosed in the table on page 22
exclude the 323,555 shares of Series D preferred stock issued on August 1,
2007, referenced on page 5 of the registration statement, because the
information in the “Dilution” section is based on the net tangible book value
of the Company’s assets on July 31, 2007. Because assets and liabilities
acquired by the Company in connection with the issuance of the 323,555 shares
of Series D preferred stock were acquired subsequent to the latest interim
period for which financial statements are available, the Company is unable to
include either the net tangible book value of the assets acquired or such
shares issued in its dilution information. We have revised the “Dilution”
section on page 22 to note that all information in such section excludes the
323,555 shares of Series D preferred stock and the acquired net tangible assets
associated therewith.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
23

Contractual and
Commercial Commitment Summary, page 40

4.                                    We
agree SFAS 13 does not require such disclosure in the financial statements. Since
the contractual obligations table is aimed at increasing transparency of

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cash flow, to the
extent that insurance, taxes, maintenance and other costs required by operating
leases are material, please add a footnote to the table which quantifies the
impacts of these costs on your operating lease obligations. See Section IVA and
footnote 46 to the Commission’s Guidance Regarding Management’s Discussion and
Analysis of Financial Condition and Results of Operations.

While the Company has not made a determination as to the materiality of
these amounts,  in the interest of
disclosure to investors the registration statement has been revised to add  this information. Please see page 43.

Executive
Compensation, page 66

Compensation
Discussion and Analysis, page 66

5.                                    We
note your response to comment 13 of our letter dated November 5, 2007. We
re-issue this comment because you continue to indicate, on the one hand, that
you “do not set pre-determined quantitative goals” and yet, in the sentence
that follows, you indicate that you believe that “disclosure of the quantitative
levels” would cause [you] competitive harm. Please disclose these quantitative
levels as it relates to last year’s bonus payouts and with respect to future
payments, provide us on a supplemental basis a detailed explanation for your
conclusion as to competitive harm.

We respectfully advise the Staff that we have replaced in its entirety
the disclosure previously included on page 69 of the registration statement
under the heading “Short-Term Incentive Compensation.”  This section, as it previously appeared in
the registration statement, more accurately described the factors and
methodology used in the Company’s short-term incentive compensation program for
all senior employees, including the Company’s store managers. The Company has
revised the description of the program to focus exclusively on the portions of
the short-term incentive compensation program used by the compensation
committee for the named executive officers. For the named executive officers,
the compensation committee has only considered income before income taxes and
set specific quantitative goals in fiscal 2007, and the registration statement
has been revised on page 71 accordingly, including disclosure of the
quantitative goals used in fiscal 2007. In addition, in response to your
comment regarding future payments, the Company is in the process of
establishing a new, expanded short-term incentive program for fiscal 2008 and
has not yet approved the specific quantitative goals; the current program for
fiscal 2008 is similar to the program used in fiscal 2007 but will be replaced
in its entirety. Approval of this program will not

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occur before the consummation of this offering. The registration
statement has been revised accordingly on page 71.

Material Changes to
Compensation Program, page 70

6.                                    We
note your response to comment 14 of our letter dated November 5, 2007. We note
your revisions to this section and your reference to “public companies.”  Please revise to identify the public
companies that were utilized in arriving at these amounts.

The registration statement has been revised in response to this comment
to reflect that the Company considered the Economic Research Institute study,
which did not indicate the public companies utilized. Please see page 73.

Consolidated Balance
Sheets, page F-3,

Note 10-Subordinate
Debentures, page F-16

7.                                    We
note your response to comment 64 in our letter dated September 28, 2007 and
comment 17 in our letter dated November 5, 2007 and the revisions to your
disclosure. To the extent these syndication costs relate to your long term
debt, they represent debt issue costs. Debt issue costs should be capitalized
as an asset and amortized to interest expense over the term of the debt. To the
extent these syndication costs relate to your redeemable preferred stock
issuances, they should be recorded as a reduction to the carrying amount of the
preferred stock accounts. You should recognize any changes in the carrying
amount over the period from the date of issuance to the earliest redemption
date. To the extent the preferred is redeemable immediately, such amounts would
be recognized immediately. Refer to paragraph 16 of APB 21, EITF Topic D-98 and
SAB Topic 3:C.

The Company has revised its financial statements to record the debt
issue costs as an asset and has calculated and expensed the amortized interest
expense over the term of the debt. In addition, the Company also increased the
carrying amount of the redeemable preferred stock by periodic accretions. Such
increases in the carrying amounts of preferred stock have been charged against
retained earnings, per SAB Topic 3:C.

Note 14-Common Stock
Warrants, page F-21

8.                                    We
note your response to comment 23 in our letter dated November 5, 2007. To the
extent the detachable warrants were issued to the holders of the debt, please
further our understanding of how you recorded the transaction. Specifically,

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tell us the amount
proceeds received from the debt and the warrants. Show us the relative fair
value allocation of the proceeds between the debt and warrants. Finally, tell
us if your have been amortizing the discount between the carrying amount of the
debt and its face amount to interest expense. Please refer to paragraphs 15 and
16 of APB 14.

The Company had two subordinated debentures with detachable warrants as
of January 31, 2007. The CNH Capital America (CNH) debt, with a face value of
$7.5 million, and the Titan Income Holdings (TIH) debt, with a current face
value of $1.8 million.

The proceeds received from the CNH debt were $7,500,000, of which
$288,000 was allocated to warrants based on a fair value estimate using the
Black-Scholes option pricing model. The original carrying amount of this debt
was $7,200,912. The $11,088 difference represented debt issuance costs that
were subsequently expensed in the second quarter of fiscal year 2008.

The proceeds received from the TIH debt were $1,800,000, of which
$126,000 was allocated to warrants based on a fair value estimate using the
Black-Scholes option pricing model. The original carrying amount of this debt
was $1,674,000.

The Company has revised its financial statements to include the
amortization of the discount between the carrying amount of the debt and its
face amount to interest expense, per paragraphs 15 and 16 of APB 14.

Note
16-Contingencies, page F-23

9.                                    We
note your response to comment 24 in our letter dated November 5, 2007. Your
description of the sales contracts in this note suggests you sold a receivable.
Your response to comment 24 suggests you merely offered a conditional guarantee.
It is not clear to us which is the case. Please either revise the disclosure to
characterize it accurately or explain why sales of sales contracts would not be
contemplated by SFAS 140. If our understanding of sales contracts is not clear,
please clarify it.

The registration statement has been revised in response to this comment
to more accurately describe these guarantees.

Note 21-Restatement
of Financial Statements, page F-28

10.
                            We
note the revisions to your disclosure in response to comment 15 in our letter
dated November 5, 2007. Please revise to disclose separate columns for the

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financial statement
line items and EPS amounts as originally reported, the effect of the
adjustments to the financial statement line items and the adjusted amounts. Similarly,
please revise Note 11 on page 44. Refer to Appendix A of SFAS 154.

The registration statement has been revised
in response to this comment

If you have any questions regarding these matters, please contact me
(612-492-7162) or, in my absence, Alex Rosenstein (612-492-7341) or Ryan Brauer
(612-492-7252).

Sincerely,

  /s/ Melodie R. Rose

  Melodie R. Rose

Direct Dial:  612.492.7162

Email:  mrose@fredlaw.com

  cc:

  David J. Meyer

  Peter Christianson

  Jonathan R. Zimmerman

  Brian Bluhm

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