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December 5, 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. 7 to Registration
  Statement on Form S-1

  Filed December 5, 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 December 4, 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
December 4, 2007 and do not conform to the pages numbers in Amendment No. 7,
and the page numbers indicated in our responses conform to the page numbers in
Amendment No. 7.

General

Pro Forma Earnings Per Share,
page 7

1.             We note the revisions to your disclosure in response to
comment two in our letter dated November 29, 2007.  Please make it transparent to investors, and
explain in detail to the staff, how you calculated the charge related to the
induced conversion of the subordinate convertible debt into equity that you titled
“debt conversion costs, net of tax effect”.
Finally, supplementally confirm there is a contractual arrangement that
requires CNH capital to exercise their warrants in the event your IPO goes to
closing.  If not, then explain your basis
for including amounts in the basic pro forma weighted average shares
outstanding.

                The
registration statement has been revised in response to this comment on page 24
to explain that the debt conversion costs were determined by multiplying the
additional shares issuable in connection with the exchange of the convertible
debentures (301,981 shares) by an

assumed initial public offering price of
$8.50 per share, the mid-point of the initial public offering price range.  An assumed tax rate of 39% was used in
calculating the debt conversion costs net of taxes.  We supplementally confirm that Section 2 of
Exhibit 10.26 to the registration statement contains the contractual commitment
requiring CNH Capital to exercise its warrants in connection with the
consummation of the offering.

Dilution, page 22

2.             We are unable to tie out the total consideration given
by existing shareholders to your balance sheet on page F37.  Please supplementally reconcile the two.  You may want to provide a footnote that
quantifies the pro forma effect on average price per share on page 22 of the
subsequent issuance of 323,533 shares of Series D preferred.

                In
computing the reconciliation, we discovered an error in the calculation of the
total consideration paid by existing stockholders.  We have revised page
22 of the registration statement to correct this error by increasing total
consideration from existing stockholders by $24,955 to $8,921,741.  The
reconciliation of the total consideration from existing stockholders to the
July 31, 2007 balance sheet is as follows:

  7/31/2007 Balance Sheet

  Accumulated Dividends

  Unaccredited Issuance Costs

  Issuance of Stock Options and Warrants

  Exercise of

  CNH

  Warrants

  Total Consideration

  Common Stock

  $

  43

  $

  43

  Series A Preferred

  $

  1,238,005

  $

  -309,726

  $

  96,737

  $

  1,025,016

  Series B Preferred

  $

  503,481

  $

  -94,428

  $

  28,451

  $

  437,504

  APIC (less equity value of warrants associated with CNH sub debt)

  $

  334,864

  $

  -309,907

  $

  24,957

  CNH Warrants — As Exercised

  $

  0

  $

  1,084,221

  $

  1,084,221

  CNH Warrants — In APIC

  $

  288,000

  $

  -288,000

  $

  0

  Convertible Debt — CNH

  $

  3,000,000

  $

  3,000,000

  Convertible Debt — Shareholder Exchange

  $

  3,350,000

  $

  3,350,000

  Total

  $

  8,714,393

  $

  -404,154

  $

  125,188

  $

  -309,907

  $

  796,221

  $

  8,921,741

Executive Compensation, page
68

Compensation Discussion and
Analysis, page 68

3.                                      Please
revise your disclosure to indicate, as you have in your response to comment
five of our letter dated November 29, 2007, that the compensation committee has
not yet approved the specific quantitative goals for the new, expanded
short-term incentive

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program and that approval of these goals will not
occur before the consummation of this offering.

                The
registration statement has been revised on page 71 in response to this comment.

Consolidate Statement of
Operations, page F-4,

Earnings Per Share, page F-10

4.             We note the revisions to your disclosure in response to
comment seven in our letter dated November 29, 2007.  Please revise to treat increases in carrying
amount of your preferred stock as a reduction of income available for common
stockholders.  Refer to Question 2 of SAB
Topic 3:C.

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

                Additionally,
the registration statement has been revised to disclose the Company’s $2
million additional term loan with Bremer Bank and certain other conforming and
clean-up changes.  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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