SEC Company Response from Titan Machinery Inc. (TITN) (CIK 0001409171) (TITN) — Dec 3, 2007

Titan Machinery Inc. (TITN) (CIK 0001409171)
Date: Dec. 3, 2007 · CIK: 0001409171 · Accession: 0001104659-07-086551

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File numbers found in text: 333-145526

Date

December 3, 2007

Author

David J. Meyer

Form

CORRESP

Company

Titan Machinery Inc. (TITN) (CIK 0001409171)

Letter

Re:

December 3, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

100 F Street, N.E., Mail Stop

Washington, DC 20549

Titan Machinery Inc.

Registration Statement on Form S-1 (File No. 333-145526)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, Titan Machinery Inc. (the “Company”) requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 4:00 p.m. Eastern Standard Time on Tuesday, December 4, 2007, or as soon thereafter as possible.

The Company hereby acknowledges that:

• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
TITAN MACHINERY INC.

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CORRESP
1
filename1.htm

December 3, 2007

VIA
FEDERAL EXPRESS AND EDGAR

Securities and Exchange
Commission

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

  Registration Statement on Form S-1 (File
  No. 333-145526)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, Titan Machinery
Inc. (the “Company”) requests acceleration of the effective date of the
above-referenced Registration Statement so that the same shall become effective
as of 4:00 p.m. Eastern Standard Time on Tuesday, December 4, 2007, or as soon
thereafter as possible.

The Company hereby acknowledges that:

•                  Should the
Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•                  The action of
the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and

•                  The Company may
not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  Very truly yours,

  TITAN MACHINERY INC.

  By

          /s/ David J. Meyer

  David J. Meyer, Chairman of the Board and

  Chief Executive Officer

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