SecProbe.io

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 ATTORNEYS AT LAW
 777 EAST WISCONSIN AVENUE
 MILWAUKEE, WI  53202-5306
 414.271.2400 TEL
 414.297.4900 FAX
 WWW.FOLEY.COM

 WRITER’S DIRECT LINE
 414.297.5678
 pgquick@foley.com EMAIL

 CLIENT/MATTER NUMBER
 102240-0103

 April 25, 2025
 VIA EDGAR CORRESPONDENCE

 Mr. Blake Grady
 Division of Corporation Finance
 Office of Mergers & Acquisitions
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 RE:

 Harley-Davidson, Inc. (“H-D” or the “Company”)
 DEF 14A filed April 3, 2025 (the “Proxy Statement”)
 File No. 001-09183

 Dear Mr. Grady:
 On behalf of our client, H-D, we acknowledge receipt of the comment letter of the Staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”),
 dated April 22, 2025 (the “ Staff Letter ”), with regard to the above-referenced filing. We have reviewed the Staff Letter with H-D and provide the following
 response on H-D’s behalf. For ease of reference, the Staff’s comment in the Staff Letter is reproduced in italicized form below.
 Staff Comment : We note your disclosure that “the number of votes cast favoring each Director nominee’s election must exceed 50% of the total number of votes cast with
 respect to that nominee’s election, including any votes withheld, for shareholders to elect the nominee, [and t]herefore, a ‘withheld’ vote is effectively a vote ‘against’ a nominee.” Further, we note that Section 2.08(a) of your by-laws states
 that “[v]otes cast shall include votes ‘for’ and ‘against’ [a] director’s election and direction to withhold authority in each case and exclude abstentions and broker nonvotes with respect to that director’s election.” In this respect, when
 applicable state law gives legal effect to votes cast against a nominee, then in lieu of providing a means for security holders to withhold authority to vote, the form of proxy must provide a means for security holders to vote against each nominee
 and a means for security holders to abstain from voting. Refer to Rule 14a-4(b)(4). However, your form of proxy card only includes “for” and “withhold” options. Please revise to omit the option to “withhold,” and include “for,” “against” and
 “abstain” options, or advise.
 Company Response :
 H-D acknowledges the Staff’s comment and respectfully submits that H-D is not required under Rule 14a-4(b)(4) (“ Rule 14a-4(b)(4) ”) under the Securities Exchange Act of 1934, as amended (the “ Exchange
 Act ”), to include the “against” option on its proxy card as votes against a nominee are not given legal effect pursuant to Wisconsin state law.

 Under Rule 14a-4(b)(4), the form of proxy must provide a means for security holders to vote against each nominee
 “[w]hen applicable state law gives legal effect to votes cast against a nominee.”  Therefore, whether a form of proxy card must provide for an option to vote “against” a nominee is a question of state law.
 The Commission’s deference to state law was clear when it adopted amendments to Rule 14a-4(b)(4) in 2021 to clarify
 the form of proxy and disclosure requirements with respect to majority and plurality voting standards that apply to director elections.  See Universal Proxy Exchange Act Release No. 34-93596 (November 17, 2021) at footnote 23 (“State law and the registrant’s governing documents determine the voting standard for director elections, with director nominees
 generally elected under either a plurality voting standard or majority voting standard.  They also determine whether an ‘against’ voting option has a legal effect under the applicable voting standard.”).  Notably, the Commission drafted revised Rule
 14a-4(b)(4) to mandate particular voting options depending on whether state law provides that an “against” vote has a legal effect and did not require an “against” vote anytime that a majority voting standard is used.  The Commission also agreed with
 commenters that “including an ‘against’ voting option on a proxy card where there is no legal effect to such vote is unnecessarily confusing for shareholders and [we] have therefore amended Rule 14a-4(b) to prohibit such a voting option on the proxy
 card where such votes have no legal effect.” In fact, Rule 14a-4(b) as amended specifically prohibits the use of an “against” voting option where such votes have no legal effect.
 H-D is a Wisconsin-organized corporation.  Chapter 180 of the Wisconsin Statutes contains the corporation law
 applicable to for profit corporations organized in Wisconsin, and Wis. Stats. Section 180.0728 (“ Section 180.0728 ”) provides the applicable state law in
 respect of voting for directors. Subsection 180.0728(1) provides: “Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which
 a quorum is present.”  Therefore, both state law and the articles of incorporation of a corporation determine whether the voting standard for director elections is a plurality or majority voting.  As permitted by subsection 180.0728(1), H-D’s
 shareholders voted in 2015 to approve an amendment to the Restated Articles of Incorporation of H-D to allow for a majority voting standard for uncontested elections of directors.  Shareholder approval of the Restated Articles of Incorporation
 (followed by the appropriate state filing) rendered effective amendments to Section 2.08 of the by-laws of H-D that the H-D Board of Directors had approved in advance to implement the change in the voting standard applicable to elections of
 directors.
 H-D respectfully submits the following position as to the legal effect of an “against” vote under both Wisconsin
 state law and the Company’s governing documents:
 Under Wisconsin law, votes cast against a nominee in an election of directors are not given legal effect.
 Subsection 180.0728(4) expressly states:  “(4) For purposes of this section, votes against a candidate are not given legal effect
 and are not counted as votes cast in an election of directors [emphasis added].”  We respectfully submit that the application of subsection 180.0728(4) is not limited to a director election where the voting standard is plurality voting, but rather
 applies to the entirety of Section 180.0728, which is entitled “Voting for directors; cumulative voting,” including an election pursuant to Section 180.0728 for which the voting standard is majority voting.

 This conclusion is supported by the fact that subsection 180.0728(1) refers to plurality voting and describes the
 meaning of “plurality” “[i]n this sub section [emphasis added],” but in contrast, subsection 180.0728(4) specifically states
 that it applies “[f]or purposes of this section [emphasis added].”  This confirms that subsection 180.0728(4) is intended to
 apply to all matters relating to “voting for directors,” and it should not to be interpreted to provide that votes against are not given legal effect only where directors are elected by plurality voting, pursuant to subsection (1) of Section
 180.0728.  Indeed, no section of Chapter 180 other than Section 180.0728 addresses the subject of voting for directors.
 Further, learned commentary on the point states that the Wisconsin legislature
 specifically added subsection 180.0728(4) in 1991 to negate any possible effect of votes cast against a candidate for director. In addition, the commentary indicates that the amendment was adopted to override the precedent established by a Wisconsin
 Supreme Court case that gave effect to “against” votes.  See Strong v. Fromm Labs, Inc. , 273 Wis. 159,77 N.W.2d 389 (1956).  In the director
 election at issue in Strong , the voting standard was majority voting. This commentary, which we attach for the Staff’s information, appears in a
 book, C. Berry, K. Davis, F. DeGuire & C. Williams, Wisconsin Business Corporation Law (1992).  That book, published by the State Bar of
 Wisconsin, was written by lawyers on the State Bar’s Corporate and Business Law Committee that led the effort to pass the Wisconsin legislation in 1989 enacting a “new” Chapter 180 and a related “trailer bill” in 1991 to help practitioners understand
 the “new” Chapter 180 that the legislation enacted.  Hence, Wisconsin practitioners often consider the book equivalent to legislative history for Chapter 180.
 That the by-laws of the Company include a reference to votes “against” a director’s election does not change this
 result.  Section 2.08 of the Company’s by-laws provides:
 Except as set forth in this Section 2.08, a majority of the votes cast at any meeting of the
 shareholders for the election of directors at which a quorum is present shall elect directors.  For purposes of this by-law, a “majority of the votes cast” means that the number of shares voted “for” a director’s election exceeds 50% of the number of
 votes cast with respect to that director’s election.  Votes cast shall include votes “for” and “against” that director’s election and direction to withhold authority in each case and exclude abstentions and broker nonvotes with respect to that
 director’s election.
 Under Wis. Stats. Section 180.0206, a corporation’s by-laws must be consistent with Chapter 180.  In this case, the relevant statute (subsection
 180.0728(4)) provides that votes against a candidate are not given legal effect.  The Company’s by-laws cannot change that ( see Wis. Stats.
 subsections 180.0202(2)(b) & (c)), and as a result, the language of the by-laws cannot and does not give effect to “against” votes. The majority voting construct that the by-laws implemented still functions as intended because, under Section 2.08
 of the by-laws, a majority of the votes cast elects directors and votes cast include a shareholder’s direction to withhold authority to vote for a candidate. Hence, a candidate must receive a majority of the number of votes “for” and “withhold” votes
 to be elected.

 The Company’s disclosure regarding its majority voting standard in its definitive proxy statement for the upcoming
 meeting in the Proxy Statement is consistent with the focus on “withhold” votes rather than “against” votes:

 Our By-laws, as amended and restated (“By-laws”), have a majority voting standard for the
 election of Directors for uncontested elections. Since this is an uncontested election, the number of votes cast favoring each Director nominee’s election must exceed 50% of the total number of votes cast with respect to that nominee’s election,
 including any votes withheld, for shareholders to elect the nominee. Therefore, a “withheld” vote is effectively a vote “against” a nominee. Broker non-votes will be disregarded in the calculation of the majority vote.
 While the disclosure notes that “a ‘withheld’ vote is effectively a vote ‘against’ a nominee,” that language is merely explaining the voting using more
 common language that is used in describing the voting standard for other matters at the meeting.  The language is not inconsistent with the fact that votes against a candidate are not given legal effect under Wisconsin law.

 The Company’s proxy card reflects an approach that the Company believes is consistent with Wisconsin law and the
 rules under the Exchange Act. Had the Company included an “against” option rather than “withhold,” the Company believes it would have run afoul of the second sentence of Rule 14a-4(b)(4).
 H-D believes Rule 14a-4(b)(4) does not require the Company to provide an “against” voting option on its proxy card
 where state law clearly states that such votes are neither (1) given legal effect, nor (2) counted as votes cast in an election of directors.  Instead, H-D provided a “withhold” option on the proxy card to give shareholders the opportunity to cast
 votes that are not votes “for” each nominee and in a manner that is consistent with subsection 180.0728(4). In addition, H-D believes that it has provided accurate disclosure as to the method by which votes will be counted, in compliance with Item
 21(b) of Schedule 14A under the Exchange Act. In this regard, should a shareholder not desire to vote in favor of one or more of H-D’s Director nominees, the Proxy Statement directs them to cast a “withhold” vote, which (1) would not be denied legal
 effect and (2) as a practical matter, continues to permit shareholders to “effectively vote ‘against’ [such] nominee.”  Such disclosure is consistent with Section 2.08(a) of the Company’s by-laws, insofar as it provides “votes casts shall include
 …[a] direction to withhold authority.”
 * * *
 For the reasons discussed above, H-D respectfully submits that (1) its current form of proxy card complies with the
 plain meaning of Rule 14a-4(b)(4), and (2) replacing the option to “withhold” with “against” and “abstain” options is not required under Rule 14a-4(b)(4) and in fact would be prohibited under the rule.

 If the Staff has any questions or requires any further information, please do
 not hesitate to contact the undersigned at (414) 297-5678, email: pgquick@foley.com or Christopher R. Drewry at (312) 777-7122, email: christopher.drewry@lw.com; Ryan J. Maierson at (713) 546-7420, email: ryan.maierson@lw.com; or Michele M. Anderson
 at (202) 637-2109, email: michele.anderson@lw.com.
   Very truly yours,

 /s/ Patrick G. Quick

 Patrick G. Quick

 Attachment

 cc:     Paul Krause
 Harley-Davidson, Inc.
 Christopher R. Drewry
 Ryan J. Maierson
 Michele M. Anderson
 Latham & Watkins

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Paul Krause
Secretary
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

 Re: Harley-Davidson, Inc.
 DEF 14A filed April 3, 2025
 File No. 001-09183
Dear Paul Krause:

 We have reviewed your filing and have the following comment.

 Please respond to this comment by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comment
applies to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

DEF 14A filed April 3, 2025
General

1. We note your disclosure that the number of votes cast favoring each
Director
 nominee s election must exceed 50% of the total number of votes cast
with respect to
 that nominee s election, including any votes withheld, for
shareholders to elect the
 nominee, [and t]herefore, a withheld vote is effectively a vote
against a nominee.
 Further, we note that Section 2.08(a) of your by-laws states that
[v]otes cast shall
 include votes for and against [a] director s election and
direction to withhold
 authority in each case and exclude abstentions and broker nonvotes with
respect to
 that director s election. In this respect, when applicable state
law gives legal effect to
 votes cast against a nominee, then in lieu of providing a means for
security holders to
 withhold authority to vote, the form of proxy must provide a means for
security
 holders to vote against each nominee and a means for security holders to
abstain from
 voting. Refer to Rule 14a-4(b)(4). However, your form of proxy card only
includes
 for and withhold options. Please revise to omit the option
to withhold, and
 include for, against and abstain options, or advise.
 April 22, 2025
Page 2

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

November 6, 2024
Jonathan R. Root
Chief Financial Officer
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, WI 53208
Re:Harley-Davidson, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-09183
Dear Jonathan R. Root:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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November 5, 2024

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

Washington, D.C. 20549

RE: Harley-Davidson, Inc.

Form 10-K for the year ended December 31, 2023

Filed February 23, 2024

This letter sets forth the response of Harley-Davidson, Inc. (“we”, “our” or “us”) to the letter of the Securities and Exchange Commission (the “Staff”) dated October 24, 2024, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Our response below includes the Staff’s original comment.

Annual Report on Form 10-K for the Fiscal year Ended December 31, 2023

Note 19. Supplemental Consolidating Data, page 108

1.Please tell us why you have not provided supplemental consolidating data of statements of income and cash flows for each year in which audited financial statements are presented. In this regard, we note you have provided supplemental consolidating data for the years ended December 31, 2023 and 2022, rather than also providing for the earliest year of 2021. Please advise or revise.

Company response:

We disclosed the supplemental consolidating data to provide investors with an understanding of the separate financial statement impacts of our non-financial services and financial services entities. This was not a required disclosure for the Company under U.S. Generally Accepted Accounting Principles; therefore, we elected to provide this information for the years ended December 31, 2023 and 2022 in our Annual Report on Form 10-K for the year ended December 31, 2023 because we believed the two most recent years of data were most relevant to users of our financial statements. We also note that supplemental consolidating data for 2021 was previously disclosed in Note 20 on page 107 of our Annual Report on Form 10-K for the year ended December 31, 2022. We do not object to disclosing three years of supplemental consolidating data in a note to our financial statements in each Annual Report on Form 10-K; therefore, in light of the Staff’s comment, we will begin including supplemental consolidating data for each year in which audited financial statements are presented starting with our Annual Report on Form 10-K for the year ended December 31, 2024.

Please direct any questions or comments regarding the foregoing response to the undersigned at jonathan.root@harley-davidson.com.

 Sincerely,

/s/ Jonathan Root

Jonathan Root

Chief Financial Officer

October 24, 2024
Jonathan R. Root
Chief Financial Officer
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, WI 53208
Re:Harley-Davidson, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 23, 2024
File No. 001-09183
Dear Jonathan R. Root:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 10-K for the Fiscal year Ended December 31, 2023
Note 19. Supplemental Consolidating Data, page 108
1.Please tell us why you have not provided supplemental consolidating data
of statements of income and cash flows for each year in which audited financial
statements are presented. In this regard, we note you have provided supplemental
consolidating data for the years ended December 31, 2023 and 2022, rather than also
providing for the earliest year of 2021. Please advise or revise.

            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Beverly Singleton at 202-551-3328 or Melissa Gilmore at 202-551-
3777 with any questions.

October 24, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 29, 2021
Gina Goetter
Chief Financial Officer
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Re:Harley-Davidson, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 23, 2021
File No. 001-09183
Dear Ms. Goetter:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Patrick Quick

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November 23, 2021

Mr. Kevin Woody

Branch Chief

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

Washington, D.C. 20549

RE: Harley-Davidson, Inc.

Form 10-K for the year ended December 31, 2020

Filed February 23, 2021

Form 8-K Furnished July 21, 2021 File No. 001-09183

Dear Mr. Woody,

This letter sets forth the response of Harley-Davidson, Inc. (the “Company”, “we”, “our” or “us”) to the letter of the Securities and Exchange Commission (the “Staff”) dated November 15, 2021, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s Form 8-K furnished July 21, 2021. Our response below includes the Staff’s original comment.

Form 10-K for the Year Ended December 31 2020

Form 8-K furnished on July 21, 2021, page 7

1.We note your response to previous comment one and proposed future disclosures and do not believe the adjustment for EU tariffs is appropriate when considering Question 100.01 of the SEC Staff's compliance and Disclosure Interpretations on non-GAAP Financial Measures. While the increases may have been perceived temporary, tariffs represent a normal and recurring operating expense. As an alternative, consider revising MD&A to disclose the information surrounding your assessments of outcome and resolutions as part of your discussion of fluctuations in Results of Operations, and disclose qualitative and quantitative details in Trends and Uncertainties pursuant to Item 303(a)(3)(ii) of Regulation S-K. We do not object to these changes being reflected prospectively in all future filings and furnished information.

Company response:

We acknowledge the Staff’s view on this matter and will remove the adjustment for EU tariffs from our calculation of adjusted (non-GAAP) net income in all future filings and furnished information. We will also make appropriate disclosures in MD&A to explain relevant information surrounding the EU tariffs and its impact on our financial results.

Please direct any questions or comments regarding the foregoing response to the undersigned at gina.goetter@harley-davidson.com.

Sincerely,

/s/ Gina Goetter

Gina Goetter

Chief Financial Officer

United States securities and exchange commission logo
November 15, 2021
Gina Goetter
Chief Financial Officer
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Re:Harley-Davidson, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 23, 2021
Form 8-K Furnished October 27, 2021
File No. 001-09183
Dear Ms. Goetter:
            We have reviewed your November 9, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 27, 2021 letter.
Form 10-K for the Year Ended December 31, 2020
Form 8-K furnished October 27, 2021, page 7
1.We note your response to previous comment one and proposed future disclosures and do
not believe the adjustment for EU tariffs is appropriate when considering Question 100.01
of the SEC Staff's Compliance and Disclosure Interpretations on non-GAAP Financial
Measures.  While the increases may have been perceived temporary, tariffs represent a
normal and recurring operating expense.  As an alternative, consider revising MD&A to
disclose the information surrounding your assessments of outcome and resolutions as part
of your discussion of fluctuations in Results of Operations, and disclose qualitative and
quantitative details in Trends and Uncertainties pursuant to Item 303(a)(3)(ii)
of Regulation S-K.  We do not object to these changes being reflected prospectively in all

 FirstName LastNameGina  Goetter
 Comapany NameHarley-Davidson, Inc.
 November 15, 2021 Page 2
 FirstName LastName
Gina  Goetter
Harley-Davidson, Inc.
November 15, 2021
Page 2
future filings and furnished information.
            You may contact Effie Simpson at (202) 551-3346 or Kevin Woody, Branch Chief at
(202) 551-3629 if you have questions regarding comments on the financial statements and
related matters.  Please contact Kevin Woody with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Patrick Quick

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November 9, 2021

Mr. Kevin Woody

Branch Chief

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

Washington, D.C. 20549

RE: Harley-Davidson, Inc.

Form 10-K for the year ended December 31, 2020

Filed February 23, 2021

Form 8-K Furnished July 21, 2021 File No. 001-09183

Dear Mr. Woody,

This letter sets forth the response of Harley-Davidson, Inc. (the “Company”, “we”, “our” or “us”) to the letter of the Securities and Exchange Commission (the “Staff”) dated October 27, 2021, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s Form 8-K furnished July 21, 2021. Our response below includes the Staff’s original comment.

Form 10-K for the Year Ended December 31 2020

Form 8-K furnished on July 21, 2021, page 3

1.Please tell us why you believe the adjustment for EU tariffs may be appropriate when considering Question 100.01 of the SEC Staff's Compliance and Disclosure Interpretations on non-GAAP Financial Measures, or revise future filings and furnished information as necessary. In addition, please enhance your usefulness disclosure to provide a more substantive justification for how Adjusted Net Income provides useful information.

Company response:

The adjustment for European Union (EU) tariffs used to calculate Adjusted Net income included in the Form 8-K represents the incremental portion of EU tariffs imposed on the Company’s products beginning in 2018 in response to certain U.S. tariffs imposed on steel and aluminum imports (Additional EU Tariff). The Additional EU Tariff rate is 25% which is in addition to the 6% tariff rate that was already in place resulting in a total EU tariff rate of 31% on the Company’s products. We determined that the adjustment for the Additional EU Tariff was appropriate and not misleading based on our belief that the Additional EU Tariff was a temporary cost rather than a normal, recurring, cash operating expense necessary to operate our business.  We believe that it is useful for users of our financial statements to understand the Company’s results excluding the impact of the Additional EU Tariff to better assess the future profitability of the Company and its actual performance compared to prior periods. At the time we furnished this Form 8-K, we continued to believe the Additional EU Tariff costs were temporary and would ultimately be eliminated through one or some combination of the following:

(1)We believed that there would be a political resolution that would eliminate the tariffs. At the time of the Form 8-K filing, we were aware that the White House Administration had plans to negotiate a resolution to the tariffs with the EU. We understood the purpose of these negotiations was to agree on terms with the EU that would lead to the elimination of tariffs implemented in 2018 by both the U.S. and the EU. Our belief that these negotiations would be successful was supported by the EU’s decision in May 2021 to delay the effective date of a previously scheduled second increase in the

tariff rate to allow time for negotiations to take place between the U.S. and the EU.  The second increase of 25%, which would have resulted in a total tariff rate of 56%, was originally scheduled to be effective June 2021 before it was suspended to December 2021.

(2)We believed our appeals of the April 2021 revocation of the Binding Origin Information (BOI) rulings for our motorcycles produced at our Thailand manufacturing facility were supported by strong legal arguments and had a likelihood of succeeding. The majority of motorcycles imported by the Company into the EU are supplied from our Thailand manufacturing facility. Our EU imports from Thailand became subject to the Additional EU Tariff on April 19, 2021 following the revocation of the BOI rulings. Prior to the revocation, since 2019, we operated under these BOI rulings which allowed us to supply EU markets with motorcycles produced at our Thailand manufacturing facility at a tariff rate of 6%.

(3)We had confidence, based on its legal merits, that our application for temporary extended reliance on the 6% tariff rate for motorcycles imported into the EU from our Thailand manufacturing facility would be successful. If granted, temporary extended reliance would have allowed the Company to avoid or recover the Additional EU Tariff on motorcycles imported into the EU from Thailand for a significant portion of 2021. Although our application for temporary extended reliance was denied subsequent to the date of the Form 8-K we continue to believe the Company has a strong legal case for the relief.

Based on these considerations, we believe our non-GAAP adjustment for the Additional EU Tariff was appropriate and not misleading as it did not involve a normal, recurring cash operating expense. In addition, on October 30, 2021, the U.S. and EU announced an agreement related to the Section 232 tariffs on steel and aluminum that were implemented in 2018 by the U.S. and the subsequent rebalancing tariff measures taken by the EU. This agreement will remove the additional tariffs imposed by the EU, reducing the total tariff rate on the Company’s motorcycles from the current 31% to 6%, effective January 1, 2022. This outcome is consistent with our expectations earlier in 2021, and we believe it substantiates our initial determination regarding the usefulness of this adjustment.  Given that the Additional EU Tariff has been removed, we respectfully advise the Staff that we plan to include this adjustment in the determination of Adjusted Net Income for the final time with our reporting of 2021 fourth quarter financial results in early 2022. We would continue to present this adjustment in our 2021 Adjusted Net Income amounts for comparative purposes through the fourth quarter of 2022. We will also enhance our usefulness disclosure to provide a more substantive justification regarding how Adjusted Net Income provides useful information which will include a discussion of the temporary nature of the cost as described in more detail above.

Please direct any questions or comments regarding the foregoing response to the undersigned at gina.goetter@harley-davidson.com.

Sincerely,

/s/ Gina Goetter

Gina Goetter

Chief Financial Officer

United States securities and exchange commission logo
October 27, 2021
Gina Goetter
Chief Financial Officer
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Re:Harley-Davidson, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 23, 2021
Form 8-K Furnished July 21, 2021
File No. 001-09183
Dear Ms. Goetter:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31 2020
Form 8-K furnished on July 21, 2021, page 3
1.Please tell us why you believe the adjustment for EU tariffs may be appropriate when
considering Question 100.01 of the SEC Staff's Compliance and Disclosure
Interpretations on non-GAAP Financial Measures, or revise future filings and furnished
information as necessary.  In addition, please enhance your usefulness disclosure to
provide a more substantive justification for how Adjusted Net Income provides useful
information.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameGina  Goetter
 Comapany NameHarley-Davidson, Inc.
 October 27, 2021 Page 2
 FirstName LastName
Gina  Goetter
Harley-Davidson, Inc.
October 27, 2021
Page 2
            You may contact Effie Simpson at (202) 551-3346 or Kevin Woody, Branch Chief at
(202) 551-3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Patrick Quick

CORRESP
1
filename1.htm

		Document

 ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI 53202-5306

414.271.2400 TEL

414.297.4900 FAX

WWW.FOLEY.COM

WRITER'S DIRECT LINE

414.297.5678

pgquick@foley.com

April 9, 2020

VIA EDGAR

Mr. Nicholas P. Panos

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Re:

 Harley-Davidson, Inc.

PREC14A preliminary proxy statement filing made on Schedule 14A

Filed on March 13, 2020 by Harley-Davidson, Inc.

File No. 001-09183

Dear Mr. Panos:

On behalf of Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), we are writing in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated March 17, 2020, relating to the above-referenced filing of the Company’s preliminary proxy statement on Schedule 14A (the “Comment Letter”).  The Company is also filing with the Commission a definitive proxy statement (the “Proxy Statement”) relating to the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) with this response letter.

On March 27, 2020, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Impala Master Fund Ltd., a Cayman Islands exempt company, and Impala Fund and Impala Asset Management LLC, a Delaware limited liability company (collectively, “Impala”).  Pursuant to the Settlement Agreement, Impala withdrew its notice of an intent to nominate two candidates for election to the Board of Directors of the Company at the 2020 Annual Meeting.  Accordingly, the Proxy Statement has been revised to reflect that the 2020 Annual Meeting is no longer the subject of a contested solicitation.

For the convenience of the Staff, each of the Staff’s comments from the Comment Letter is repeated below in italics with headings and numbering of the comments corresponding to those in the Comment Letter, and set forth below each such comment is the Company’s response thereto.

Schedule 14A

Letter to Shareholders

1.

 The first page of the proxy statement, as defined in Rule 14a-1(g) - and distinguished from the Notice or any letter to shareholders - must be marked as preliminary. Given that a preliminary proxy statement may be lawfully disseminated under Rule 14a-3(a), please place the required legend on the proxy statement. See Rule 14a-6(e)(1) of Regulation 14A.

Response:  The Company acknowledges the Staff’s comment and will make appropriate revisions to include the required legend in future filings of preliminary proxy statements.

AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

 DETROIT

HOUSTON

JACKSONVILLE

LOS ANGELES

MADISON

 MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

 SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

 TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

4828-7767-2631.8

April 9, 2020

Page 2

Important, First Page

1.

 Although the disclosure intimates that printed copies of the proxy statement will be furnished to shareholders via U.S. mail, the disclosure on page 76 leaves open the possibility that the proxy statement will be distributed electronically to the exclusion of other methods while suggesting its availability on a dedicated website. Please advise us whether or not Harley-Davidson will be relying upon Rule 14a-16 to distribute the proxy statement electronically as the primary means of fulfilling its obligations under Rule 14a-3(a) and Rule 14a-4(f). If so, please summarize for us how compliance with Rule 14a-16 has been effectuated.

Response:  Given the execution of the Settlement Agreement and that the 2020 Annual Meeting is no longer the subject of a contested solicitation, the Company will be relying upon Rule 14a-16 to distribute the proxy statement electronically as the primary means of fulfilling its obligations under Rule 14a-3(a) and Rule 14a-4(f).

Proposal One: Election of Directors, page 1

3.

 Notwithstanding the registrant’s director eligibility requirements, lease confirm, and consider disclosing, if true, that each director nominee has consented to being named in the proxy statement and to serve if elected. See Rule 14a-4(d)(1).

Response:  The Company acknowledges the Staff’s comment and advises the Staff that each nominee of the board of directors of the Company has consented to being named in the Proxy Statement and has agreed to serve if elected.  The Company has revised page 2 of the Proxy Statement in response to the Staff’s comment.

4.

 We note that the “entire Board is elected annually.” Please revise to specifically state the exact term for which each director nominee, if elected, would be authorized to serve.

Response:  The Company acknowledges the Staff’s comment and has revised page 2 of the Proxy Statement to state the term for which each director nominee, if elected, would be authorized to serve.

Voting Requirements, page 20

5.

 Please advise us, with a view towards revised disclosure, of the basis upon which the registrant has relied to conclude that broker non-votes may exist in the instant solicitation with respect to any of the proposals.

Response:  Given the execution of the Settlement Agreement and that the 2020 Annual Meeting is no longer the subject of a contested solicitation, broker non-votes may exist in the solicitation for the 2020 Annual Meeting.

Independence of Directors, page 24

6.

 Please disclose the standard by which independence has been determined.

Response:  As we discussed during our telephone conversation with you, the Company disclosed in the second sentence under the caption “Independence of Directors” on page 29 of the Proxy Statement that the board of directors has determined director independence under New York Stock Exchange Rules.  However, the Company has revised this disclosure to more clearly state the standard of independence.

What constitutes a quorum?, page 71

7.

 Please refer to the following representation: “in those instances where banks, brokers or other nominees who hold shares on behalf of others have returned a proxy but could not vote the shares on particular matters without receiving voting instructions from the beneficial owners (‘broker non-votes’)...” Please advise us of the

4828-7767-2631.8

April 9, 2020

Page 3

legal basis upon which the registrant has relied to conclude that persons other than brokers, such as banks and other holders of record, may be ineligible to vote shares in the absence of instructions timely transmitted by beneficial owners. Alternatively, please revise to remove the implication that banks and other holders of record are the equivalent of brokers and thus might not vote absent instructions from beneficial owners. See Item 21(b) of Schedule 14A.

Response:  The Company acknowledges the Staff’s comment and has revised pages 76 and 77 of the Proxy Statement in response to the Staff’s comment.

Form of Proxy

8.

 Please revise the disclosure regarding the intended use of the discretionary authority available under Rule 14a-4(c)(1) so it conforms to the disclosure standard codified in that provision. At present, the disclosure suggests the right to use discretionary authority is absolute inasmuch as it can unconditionally be exercised “on any other matters that may arise at the 2020 Annual Meeting of Shareholders...”

Response:  The Company acknowledges the Staff’s comment and has revised its form of proxy included with the Proxy Statement accordingly to add “to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended” to the disclosure regarding the intended use of discretionary authority.

If the Staff has any questions or comments regarding the foregoing or the Proxy Statement, please contact the undersigned at (414) 297-5678 or pgquick@foley.com or to John K. Wilson at (414) 297-5642 or jkwilson@foley.com.

Sincerely,

/s/ Patrick G. Quick

Patrick G. Quick

cc:

 Paul J. Krause

Secretary

Harley-Davidson, Inc.

John K. Wilson

Foley & Lardner LLP

4828-7767-2631.8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

         DIVISION OF
    CORPORATION FINANCE

March 23, 2020

Robert J. Bishop
Managing Principal and Managing Member
Impala Asset Management LLC
107 Cherry Street, 2nd Floor
New Canaan, CT 06840

 Re: Harley -Davidson, Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on March 1 7, 2020  by Impala Asset Management LLC, et al.
  File No.  001-09183

Dear M r. Bishop,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional commen ts.

Schedule 14A

General

1. Please refer to the following statement  appearing on page three :  “[a]s of the date hereof, the
Participants beneficially owned  3,131,405 shares of  Common Stock in the aggregate …”
Assuming that  the term “hereof ” as used in this context relates to the approximate date upon
which the proxy statement is expected to be mailed, and that date is at present unknown,
please advise us, with a view toward revised disclosure, how this amount will be affirme d.

Background of this proxy solicitation, page 4

2. Please disclos e how the participants concluded  that they owned an “average ” of
“approximately two million shares ” since 2008.  Please take into account publicly available
information disclosed in Form 13F filings, including whether  or not  the amoun t of beneficial
ownership has  dropped to zero within the past fourteen months.   See Rule 14a -9.

Robert J. Bishop
Impala Asset Management  LLC
March  23, 2020
Page 2

 Reasons for this proxy solicitation, page 5

3. Please provide us with the support for the assertion that “the Board compensat ed” the then -
CEO  in the increased amount specified.  Alternatively, please revise to remove the
implication that the Board specifically authoriz ed a compensation increase of 20%.

Our Director Nominees, page 6

4. The inclusion of the numeric age of the director nominees together with the address of these
candidates is at risk of not being readily discernable by reasonable shareholders.  Please
revise to remove  the implication that the age s and business address es have been intentionally
conflated out of an interest in obfuscating the age of such candidates. See Rule 14a -5(a).

Vote  Required, page 8

5. Please advise us, with a view towards revised disclosure, of the bas is upon which the
participants have  relied to conclude that broker non -votes may exist in the instant solicitation
with respect to any of the proposals.   Please make conforming changes throughout the filing.

Proposa l 2:  Advisory Vote on the Compensation of Named Executive Officers, page 9

6. Please refer to the following assertion:  “Harley -Davidson allowed several of its senior
executives to use Harley -Davidson’s privately owned jets fo r the executive’s personal use,
which we believe is both a waste of corporate resources and an extravagant perquisite .”
Please provide us with the factual foundation for this allegation, including the basis for the
implied belief that the executives do not reimburse  the registrant, or delete  the contention .

7. Please refer to the following state ment:  “None of Mr. Zeitz’s compensation is tied to his
performance as interim CEO. ”  Advise us, with a view toward revised disclosure, exactly
what is meant by the term “performance ” in this context.  If Mr. Zeitz is charged , in whole or
in part , with the responsibility of identifying, recruiting and hiring a new CEO, the n the  use
of the term “performance ” appears in need of clarifica tion and further qualification.

What are “broker non -votes” and what effect do they have on the Proposals?, page 1 4

8. Please refer to the following representation:  “ broker non -votes occur when shares held by a
broker, bank or other nominee in ‘Street Name’  for a beneficial owner are not voted with
respect to a particular proposal because the broker, bank, or other nom inee has not received
voting instructions from the beneficial owner …”  Please advise us of the legal  basis upon
which the participants have  relied to conclude that persons other than brokers, such as banks
and other holders of record, may be ineligible to  vote shares in the absence of instructions
timely transmitted by beneficial owners .  Alternatively, please revise to remove the
implication that banks and other holders of record are the equivalent of brokers and thus
might not vote absent instructions fr om beneficial owners.  See Item 21(b) of Schedule 14A.

Robert J. Bishop
Impala Asset Management  LLC
March  23, 2020
Page 3

 Form of Proxy

9. The place holders reserved for the “Excluded Company Nominees ”, at present,  indicate  that
the participants will not vote for seven of the registrant ’s nine director  nominee s instead of
the two unnamed persons planned.  Please revise  to remove this unintended implication .

 We remind you that the participants are  responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Eleazer Klein , Esq.
            Brandon Gold , Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

         DIVISION OF
    CORPORATION FINANCE

March 17, 2020
Jochen Zeitz
Chairman of the Board and Acting CEO and President
Harley -Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

 Re: Harley -Davidson, Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on March 13, 2020  by Harley -Davidson, Inc.
  File No.  001-09183

Dear M r. Zeitz,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  If you do not believe our comments apply to your  facts and circumstances , and/or do
not believe an amendment is appropriate, please tell us why in a written  response.

  After reviewing any amendment to the filing and any information provide d in response to
these comments, we may have additional commen ts.

Schedule 14A

Letter to Shareholders

1. The first page of the proxy statement, as defined in Rule 14a -1(g) ─ and distinguished from
the Notice or any letter to shareholders ─ must be marked as preliminary.  Given that a
preliminary proxy statement may b e lawfully disseminated un der Rule 14a -3(a), please place
the required legend on the proxy statement .  See Rule 14a -6(e)(1) of Regulation 14A.

Important , First Page

2. Although the disclosure intimates that printed copies of the proxy statement will be furnished
to shareholders via U.S. mail, the disclosure on page 76 leaves open the possibility that the
proxy statement will be distributed electronically to the exclusion of other methods while
suggesting its availability on a dedicated website.  Please advise us whether or not Harley -
Davidson  will be relying upon Rule 14a -16 to distribute the proxy statement electronically as
the primary means of fulfilling its obligations under Rule 14a -3(a) and Rule 14a -4(f).  If so,
please summarize for us how compliance with Rule 14a -16 has been effectuated.

Jochen Z eitz
Harley -Davidson, Inc.
March  17, 2020
Page 2

 Proposal One:  Election of Directors, page 1

3. Notwithstanding the registrant ’s director eligib ility requirements, lease confirm, and consider
disclosing, if true, that each director nominee  has consent ed to be ing named in the proxy
statement and to  serve if elected.  See Rule 14a -4(d)(1).

4. We note that the “entire Board is elected annually .”   Please revise to specifically state the
exact term for which each director nominee, if elected , would be authorized to serve.

Voting Requirements, page 20

5. Please advise us, with a view towards revised disclosure, of the basis upon which the
registrant has relied to conclude that broker non -votes may exist in the instant solicitation
with respect to any of the proposals.

Independence of Directors, page 24

6. Please disclose the standard by which independence has been determined.

What constitutes a quorum? , page 71

7. Please refer to the following representation:  “in tho se instances where banks, brokers or
other nominees who hold shares on behalf of others have returned a proxy but could not vote
the shares on particular matters without receiving voting instructio ns from the beneficial
owners ( ‘broker non -votes ’)…”  Please advise us of the legal basis upon which the registrant
has relied to conclude that persons other than brokers, such as banks and other holders of
record, may be ineligible to vote shares in the absence of instructions timely trans mitted by
beneficial owners .  Alternatively, please revise to remove the implication that banks and
other holders of record are the equivalent of brokers and thus might not vote absent
instructions from beneficial owners.  See Item 21(b) of Schedule 14A.

Form of Proxy

8. Please revise the disclosure  regarding the intended use of the discretionary authority
available under Rule 14a -4(c)(1) so it conforms to the disclosure standard codified in that
provision.  At present, the disclosure suggests the right to use discretionary authority is
absolute  inasmuch as it can unconditionally be exercised “on any other matters t hat may arise
at the 2020 Annual M eeting  of Shareholders …”

Jochen Z eitz
Harley -Davidson, Inc.
March  17, 2020
Page 3

  We remind you that the registrant  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Patrick G. Quick , Esq.
            John K. Wilson, Esq.

CORRESP
1
filename1.htm

		Document

 ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI 53202-5306

414.271.2400 TEL

414.297.4900 FAX

WWW.FOLEY.COM

WRITER'S DIRECT LINE

414.297.5678

pgquick@foley.com

March 13, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:

 Harley-Davidson, Inc.

Commission File Number: 1-9183

Preliminary Proxy Materials Relating to 2020 Annual Meeting

of Shareholders

Ladies and Gentlemen:

On behalf of Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary proxy statement and form of proxy (the “Preliminary Proxy Materials”) relating to the Company’s 2020 Annual Meeting of Shareholders (the “Annual Meeting”).

On January 24, 2020, the Company received a notice from Impala Master Fund Ltd. (“Impala”) stating its intention to propose two director nominees for election at the Annual Meeting. The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials contain comments upon and references to (i) Impala’s “solicitation in opposition” (as defined in Rule 14a-6(a) of the Exchange Act) to the Company’s director nominees for election at the Annual Meeting and (ii) a proposal by the Company that its shareholders approve amendments to the Company’s Restated Articles of Incorporation to allow the Company to implement proxy access.

In addition, the Preliminary Proxy Materials contain a proposal that the Company’s shareholders approve the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Plan”). In accordance with Instruction 5 of Item 10 of Schedule 14A under the Exchange Act, we hereby advise you on behalf of the Company that the Company intends to file a Registration Statement on Form S-8 to register the shares of the Company’s common stock that the Company will be authorized to issue under the Plan (assuming the Company’s shareholders approve the Plan) as soon as practicable and in any event prior to the time that any shares of the Company’s common stock will be issued under the Plan and prior to the time that any employee will be entitled to exercise any option relating to the shares.

Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to release definitive proxy materials on or prior to April 9, 2020 by sending to its shareholders a definitive proxy statement and form of proxy, as well as a copy of the Company’s annual report for the year ended December 31, 2019. To accommodate the Company’s proposed timing for the release of definitive proxy materials, we would appreciate your prompt attention to the Preliminary Proxy Materials. Please direct any communications concerning the Preliminary Proxy Materials to the undersigned at (414) 297-5678 or pgquick@foley.com or to John K. Wilson at (414) 297-5642 or jkwilson@foley.com.

AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

 DETROIT

HOUSTON

JACKSONVILLE

LOS ANGELES

MADISON

 MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

 SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

 TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

March 13, 2020

Page 2

Thank you very much.

Very truly yours,

/s/ Patrick G. Quick

Patrick G. Quick

cc:

 Paul J. Krause

Assistant Secretary

Harley-Davidson, Inc.

May 1, 2012   Via E-mail

Mr. John A. Olin Chief Financial Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2011
Filed February 23, 2012
 File No. 001-09183

Dear Mr. Olin:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
 /s/ Linda Cvrkel  Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 April 26, 2012

 Ms. Linda Cvrkel

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

Washington, D.C. 20549

RE:
Harley-Davidson, Inc.

 Form 10-K
for the year ended December 31, 2011

 Filed February 23, 2012

File No. 001-09183

 Dear
Ms. Cvrkel,

 This letter sets forth the response of Harley-Davidson, Inc. (the “Company”, “we”, “our” or
“us”) to the letter of the Securities and Exchange Commission (the “Staff”) dated April 12, 2012, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form
10-K”). To facilitate your review, our response below includes the Staff’s original comment.

 Annual Report on Form 10-K for
the year ended December 31, 2011

 Financial Statements, page 56

Notes to Consolidated Financial Statements, page 66

 3. Discontinued Operations, page 76

1.
We note from the discussion on page 76 that during 2011, the company recognized a $51.0 million benefit in income from discontinued operations that was driven by the
reversal of tax amounts reserved in prior years related to the divestiture of the company’s MV Augusta subsidiaries. We also note that the amounts had been reserved pending resolution with the IRS on the treatment of the transaction. Please
tell us and revise the notes to your financial statements to explain in further detail the nature and timing of the facts or circumstances that resulted in the company establishing these tax reserves in prior periods. Also, please tell us and revise
the notes to your financial statements to explain in further detail that nature and timing of the changes in facts or circumstances that caused the company to eliminate these tax reserves during 2011.

 1

 Company Response

 As discussed in Note 3, the Company committed to the divestiture of MV Agusta (MV) in October 2009 at which time it adjusted the carrying value of MV to its estimated fair value, less selling costs, and
recorded a related tax benefit. These estimates were further adjusted in subsequent periods as new information concerning the fair value of MV and the related taxable losses became available. The income statement effects of these adjustments were
recognized as a component of income/loss from discontinued operations.

 The Company’s gross estimated tax benefit was generally based on
its ability to classify and recognize the U.S. taxable losses associated with the sale of MV as worthless stock and bad debt deductions under the U.S. Internal Revenue Code. Although the Company believed that it was at least more likely than not
that its position would be sustained, it also prudently evaluated the probability that some elements of the position could be disallowed. The Company believed there was uncertainty with regard to its position because the taxing authority could
conclude that some elements of the Company’s tax deductions were not allowable in the U.S. and/or disagree with the classification of a portion of these losses.

 As of December 31, 2009, prior to the actual sale of MV, the Company estimated the total tax benefit associated with the estimated losses to be $66 million of which $26 million was deemed uncertain
and appropriately reserved against. As a result, the total net tax benefit recognized as of December 31, 2009 was $40 million.

 As of
December 31, 2010, subsequent to the sale of MV in August 2010, the estimated total tax benefit associated with the actual losses on the sale of MV was $101 million of which $43.5 million was deemed uncertain and appropriately reserved against.
As a result, the total cumulative net tax benefit recognized as of December 31, 2010 was $57.5 million. The increase in the estimated tax benefit during 2010 was driven by an increase in the losses related to the sale of MV, not a change in the
tax position.

 In determining the tax benefit recognized from October 2009 through December 2010, the Company engaged appropriate technical
expertise and considered all relevant available information. In accordance with ASC 740, “Income Taxes,” at each balance sheet date during this period, the Company re-evaluated the overall tax benefit, determined that it was at least more
likely than not that it would be sustained upon review and calculated the amount of recognized tax benefit based on a cumulative probability basis.

 Beginning in 2010, the Company voluntarily elected to participate in a pre-filing agreement process with the Internal Revenue Service (IRS) in order to accelerate their review of the Company’s tax
position related to MV. The IRS effectively completed its review in late 2011 and executed a Closing Agreement on Final Determination Covering Specific Matters with the Company. In the fourth quarter of 2011, given the outcome of this review, the
Company recognized a $43.5 million tax benefit by reversing the reserve recorded as of September 25, 2011 (unchanged from December 31, 2010) and recognized an incremental $7.5 million of tax benefit related to the final calculation of the
tax basis in the loan to and the stock of MV Agusta.

 In future filings the Company will expand its footnote disclosure to include a summary
of the details noted above to more fully explain the tax effects associated with the sale of MV.

 2

 Other

 The Company acknowledges as follows: It is responsible for the adequacy and accuracy of the disclosure in the Annual Report on Form 10-K for the year ended December 31, 2011; Staff comments or
changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the Annual Report on Form 10-K for the year ended December 31, 2011; and the Company may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any
questions or comments regarding the foregoing response to the undersigned at (414) 343-4101.

Very truly yours,

/s/ John A. Olin

John A. Olin

Senior Vice President and Chief Financial Officer

 3

April 12, 2012   Via E-mail

Mr. John A. Olin Chief Financial Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2011
Filed February 23, 2012
 File No. 001-09183

Dear Mr. Olin:

We have reviewed your filing and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busines s days by providing the requested information,
and by confirming that you will revise your documents in future filings.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have
additional comments.

 Annual Report on Form 10-K for the year ended December 31, 2011

 Financial Statements, page 56

Notes to Consolidated Financial Statements, page 66
3. Discontinued Operations, page 76

1. We note from the discussion on page 76 that during 2011, the company recognized a
$51.0 million benefit in income from discont inued operations that was driven by the
reversal of tax amounts reserved  in prior years related to th e divestiture of the company’s
MV Augusta subsidiaries.  We also note th at the amounts had been reserved pending
resolution with the IRS on the treatment of th e transaction.  Please tell us and revise the
notes to your financial statements to explain in further detail the nature and timing of the
facts or circumstances that resulted in th e company establishing these tax reserves in
prior periods.  Also, please te ll us and revise the notes to your financial statements to

Mr. John A. Olin
Harley-Davidson, Inc. April 12, 2012 Page 2

 explain in further detail that nature and timing of the change s in facts or circumstances
that caused the company to eliminate these tax reserves during 2011.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:   the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

You may contact Heather Cl ark at 202-551-3624 if you ha ve questions regarding
comments on the financial statements and rela ted matters.  Please contact me at 202-551-3813
with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

May 2, 2011
 Via Fax & U.S. Mail

 Mr. Keith E. Wandell President and Chief Executive Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwakee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 1-09183

Dear Mr. Wandell:
 We have completed our review of your Form  10-K noted above and do not, at this time,
have any further comments.
Sincerely,

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

Correspondence

 April 27, 2011

 Ms. Linda Cvrkel

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

Mail Stop 3561

 100 F Street, N.E.

Washington, D.C. 20549

RE:
Harley-Davidson, Inc.

 Form 10-K
for the year ended December 31, 2010

 Filed February 24, 2011

File No. 001-09183

 Dear
Ms. Cvrkel,

 This letter sets forth the responses of Harley-Davidson, Inc. (the “Company”, “we”, “our” or
“us”) to the letter of the Securities and Exchange Commission (the “Staff”) dated April 13, 2011, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form
10-K”). To facilitate your review, our responses below include the Staff’s original comments and have been ordered using numbers that correspond with those set forth in the Staff’s letter.

Note – 3 Discontinued Operations, page 78

1.
We note that during 2010, the Company incurred a $131.0 million pre-tax loss from discontinued operations, or $113.1 million net of tax associated with the MV
operations. We also note that the 2010 operating loss included impairment charges of $111.8 million, or $90.2 million net of tax, which represented the excess of net book value of the held-for-sale assets over the fair value less selling costs and
that the impairment charges consisted of $32.3 million accounts receivable valuation allowance; $15.8 million intangible asset impairment; $2.6 million other asset valuation allowance: and $9.0 million of currency translation adjustment. We further
note that as a result of these impairment charges, the Company incurred only an immaterial loss on the date of sale, which is included in loss from discontinued operations, net of tax, during the year ended December 31, 2010. Given that the
Company made the decision to divest the MV business during October of 2009, please tell us and revise future filings to explain in further detail the facts and circumstances that resulted in a significant level of fixed asset and intangible
impairment charges associated with the Agusta sale being recognized primarily in 2010 as opposed to 2009, when the company made the decision to dispose of it. We may have further comment upon reviewing you response.

Company Response:

 As noted by the
Staff, in October 2009, the Company commenced efforts, with the assistance of a third party investment bank, to sell the MV business. At that time, the net assets of MV were classified as held-for-sale and therefore measured at the lower of carrying
amount or fair value less selling costs. During 2009, the Company recorded pre-tax impairment charges of approximately $115 million related to MV including a $19 million goodwill impairment charge recorded in the third quarter of 2009, prior to the
decision to sell MV, and $96 million of impairment charges recorded in the fourth quarter of 2009 subsequent to the decision to sell MV. In total, the 2009 impairment charges related to an $85 million write-off of goodwill, a $10 million write-down
of other intangible assets and a $20 million write-down of fixed assets. At each subsequent reporting date in 2010 through the date of sale, the fair value less selling costs was re-assessed and additional impairment charges totaling $112 million
were recognized in 2010.

 1

 In 2009, the Company determined the fair value of MV by utilizing a combination of information derived from
discounted cash flow modeling and early information from prospective buyers. At the end of 2009, our investment banker had identified approximately 17 prospective buyers, including some with longer-term strategic interests and others with
shorter-term financial interests. Given the number of interested parties, the long-term earnings potential of the MV business and other information available to us at that time we concluded that our estimate of fair value at the end of 2009 was
appropriate.

 As the effort to sell MV progressed into 2010, adverse factors led to decreases in our fair value estimate. During 2010,
challenging economic conditions continued to persist, negatively impacting the appetite of prospective buyers and the motorcycle industry as a whole. Over the first six months of 2010, the number of prospective buyers gradually decreased from 17 to
three at the end of June. The mix of buyers also shifted during 2010, with the final three consisting of two with shorter-term financial interests and the third being the former owner. The decrease in interested buyers combined with the continued
difficult economic conditions provided the prospective buyers with additional leverage that was not anticipated in 2009. Information from our negotiations with the prospective buyers indicated that they would offer significantly less than we had
previously estimated. In addition, through these negotiations, we learned that the Company would likely need to take steps to reduce the near-term financial risk associated with MV to facilitate a sale. This included, for example, the
20 million Euro contribution that ultimately became part of the sale transaction in August 2010. Our estimate of fair value during 2010 incorporated these facts and circumstances as they became available to us during that period. In future
filings, we will revise the disclosures included in our Discontinued Operations footnote to include a summary of the facts and circumstances that resulted in the timing of impairment charges associated with MV in 2009 and 2010.

2.
We note the disclosure on page 78 indicating that on August 6, 2010, the Company in connection with the conclusion of the sale of MV to MV Augusta Motor Holding
S.r.l., a company controlled by the former owner of MV, the Company received nominal consideration in return for the transfer of MV and related assets. We also note that the parties waived their respective rights under the stock purchase agreement
and other documents related to the Company’s purchase of MV in 2008, which included a waiver of the former owner’s right to contingent earn-out consideration, and the Company contributed 20.0 million Euros to MV as operating capital.
Supplementally advise us and expand your disclosure in future filings to explain the accounting treatment used for the 20 million Euros paid in connection with the sale transaction. We may have further comment upon reviewing your response.

 2

 Company Response:

 The 20.0 million Euro contribution was recorded as a component of the 2010 loss from discontinued operations, net of tax. As noted in our response to comment number 1 (above), the Company determined
that it would need to contribute cash to facilitate the ultimate sale of MV during the second quarter of 2010. Therefore, the financial impact of this contribution was factored into the Company’s fair value estimate of MV at June 27, 2010,
the end of our second quarter. Consequently, the actual contribution made in August 2010 did not result in an incremental loss in the third quarter of 2010. In future filings, we will clarify this accounting treatment in our Discontinued Operations
footnote.

 Note 6. Finance Receivables

3.
We note from the disclosure included in footnote (a) to the table reflecting the Company’s allowance for finance credit losses on finance receivables for 2010
that as part of the required consolidation of formerly off-balance sheet securitization trusts during 2010, the company established a $49.4 million allowance for finance credit losses related to the newly consolidated finance receivables. Please
tell us and explain in future filings why the Company was required to establish a $49.4 million allowance for credit losses in connection with the consolidation of the formerly unconsolidated QSPE’s. In this regard, we are not clear as to why
the required allowances for credit losses were not already reflected in the financial statement of the QSPE’s at the time that the Company began consolidating these entities if conditions existed indicating that such allowances for credit
losses were required. We may have further comments upon review of your response.

 Company Response:

In accordance with Statement of Financial Accounting Standards (SFAS) No. 167, “Amendments to FASB Interpretation No. 46(R),” which
amended guidance within Accounting Standards Codification (ASC) Topic 810, the Company consolidated the assets and liabilities of the former QSPEs at their carrying amounts as of January 1, 2010. In each case, the carrying amount was the amount
that the assets and liabilities would have been carried at, on the Company’s balance sheet, if the QSPE had always been consolidated in the Company’s financial statements. Prior to the adoption of the amended guidance in ASC Topic 810, the
QSPEs were private entities and were not required to produce financial statements in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP). Therefore, the Company made adjustments to the QSPEs’ assets and liabilities prior
to consolidation to ensure that they were consolidated at carrying values in accordance with U.S. GAAP. This included calculating an appropriate allowance for finance credit losses for the QSPEs prior to consolidation on January 1, 2010. The
allowance for finance credit losses was included in the overall transition adjustment (initial consolidation of QSPEs on January 1, 2010) and was properly recognized as a cumulative effect adjustment to retained earnings. In future filings,
where applicable, we will clarify the disclosure referenced in the Staff’s comment above as follows: “As part of the required consolidation of formerly off-balance sheet securitization trusts during 2010, the company consolidated a $49.4
million allowance for finance credit losses related to the newly consolidated finance receivables.”

 York Environmental Matters

4.
We note from the disclosure included in Note 17 that the company has accrued $5.9 million for future response costs at the York facility, which represents the
company’s estimate of its share of the future response costs. However, you indicate that the RI-FS is still underway and substantial uncertainty exists concerning the nature and scope of the additional environmental investigation and
remediation that may ultimately be required at the York facility. Please note that in accordance with ASC 450-20-50-3, if an exposure to loss exists in excess of the amount accrued pursuant to the provisions of ASC 450-20-31-1, the disclosure shall
give an estimate of the possible range of loss or state that such an estimate cannot be made. Supplementally advise us in this regard and revise your disclosures in future filings to comply with the requirements of ASC 450-20-50-4.

 3

 Company Response:

 As noted in the Staff’s comment, the RI-FS is still underway and given the uncertainties associated with the RI-FS we are unable to make a reasonable estimate of what additional cost, if any, will
result. In future filings, we will revise our disclosure related to our exposure to loss that exists in excess of the amount accrued pursuant to the provisions of ASC 450-20-50-4.

 Other

 The Company acknowledges as follows: It is responsible for the adequacy and
accuracy of the disclosure in the Annual Report on Form 10-K for the year ended December 31, 2010; Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the
Annual Report on Form 10-K for the year ended December 31, 2010; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions or comments regarding the foregoing responses to the undersigned at (414) 343-4101.

Very truly yours,

 /s/ John A. Olin

John A. Olin

Senior Vice President and Chief Financial Officer

 4

April 13, 2011
 Via Fax & U.S. Mail

 Mr. Keith E. Wandell President and Chief Executive Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwakee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 1-09183

Dear Mr. Wandell:
 We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to  why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary  in your response.  In some of our comments,
we may ask you to provide us with supplementa l information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. Keith E. Wandell Harley-Davidson, Inc. April 13, 2011 Page 2

Note 3-Discontinued Operations, page 78

1. We note that during 2010, the Company in curred a $131.0 million pre-tax loss from
discontinued operations, or $113.1 m illion net of tax associated  with the MV operations.
We also note that the 2010 operating loss included impairment charges of $111.8 million,
or $90.2 million net of tax, which represented the excess of net book value of the held-
for-sale assets over the fair value less sell ing costs and that  the impairment charges
consisted of $32.3 million accounts receivabl e valuation allowance; $25.2 million
inventory valuation allowance; $26.9 m illion fixed asset impairment; $15.8 million
intangible asset impairment; $2.6 million other asset valuation allowance; and $9.0 million of currency translation adjustment. We  further note that as a result of these
impairment charges, the Company incurred only  an immaterial loss on the date of sale,
which is included in loss from discontinued operations, net of tax, during the year ended
December 31, 2010. Given that the Company made the decision to divest the MV
business during October of 2009, please tell us a nd revise future filings to explain in
further detail the facts and circumstances that  resulted in a significant level of fixed asset
and intangible impairment charges associat ed with the Augusta sale being recognized
primarily in 2010 as opposed to 2009, when the company made the decision to dispose of
it.  We may have further comment  upon reviewing your response.

2. We note the disclosure on page 78 indi cating that on August 6, 2010, the Company in
connection with the conclusion of the sale of  MV to MV Augusta Motor Holding S.r.l., a
company controlled by the former owner of MV, the Company received nominal
consideration in return for the transfer of MV and related assets. We also note that the
parties waived their respective rights  under the stock purchase agreement and other
documents related to the Company’s purchas e of MV in 2008, which included a waiver
of the former owner’s right to contingent earn-out c onsideration, and the Company
contributed 20.0 million Euros to MV as opera ting capital. Supplementally advise us and
expand your disclosure in future filings to  explain the accounting treatment used for $20
million Euros paid in connection with the sale transaction.  We may have further
comment upon reviewing your response.
 Note 6. Finance Receivables

3. We note from the disclosure included in footnote (a) to the table reflecting the
Company’s allowance for finance credit losse s on finance receivables for 2010 that as
part of the required consolid ation of formerly off-balance  sheet securitization trusts
during 2010, the company established a $49.4 mi llion allowance for finance credit losses
related to the newly consolidated finance receiva bles. Please tell us and explain in future
filings why the Company was required to es tablish a $49.4 million allowance for credit
losses in connection with the consolidation of the formerly unconsolidated QSPE’s. In

Mr. Keith E. Wandell Harley-Davidson, Inc. April 13, 2011 Page 3

this regard, we are not clear as to why the re quired allowances for credit losses were not
already reflected in the financial statements of the QSPE’s at the time that the Company
began consolidating these enti ties if conditions existed indi cating that such allowances
for credit losses were required. We ma y have further comment upon review of your
response.

York Environmental Matters

4. We note from the disclosure included in Note 17 that the company has accrued $5.9
million for future response costs at the York  facility, which represents the company’s
estimate of its share of the futu re response costs.  However, you indicate that the RI-FS is
still underway and substantial uncertainty exists concerning the nature and scope of the
additional environmental investigation and reme diation that may ultimately be required at
the York facility.   Please note that in accordance with ASC 450-20-50-3, if an exposure to loss exists in excess of the amount accrue d pursuant to the provisions of ASC 450-20-
30-1, the disclosure shall give an estimate of th e possible loss or range of loss or state that
such an estimate cannot be made.  Supplementa lly advise us in this regard and revise
your disclosures in future filings to comp ly with the requirements of ASC 450-20-50-4.

Other

5. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. Keith E. Wandell Harley-Davidson, Inc. April 13, 2011 Page 4

You may contact Effie Simpson at (202) 551-3346, or in her absence, the undersigned at
(202) 551-3750 if you have questions regardi ng comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
 Via Facsimile:  John A. Olin   (414) 343-4990

Mail Stop 3561
        March 30, 2010  Via Fax & U.S. Mail

 Mr. John A. Olin Chief Financial Officer 3700 West Juneau Avenue Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2009
Filed February 23, 2010
 File No. 001-09183

Dear Mr. Olin:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief
       VIA FACSIMILE (414) 343-4990

CORRESP
1
filename1.htm

Correspondence

 March 22, 2010

 Ms. Linda Cvrkel

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
Harley-Davidson, Inc.

 Form 10-K
for the year ended December 31, 2009

 File No. 001-09183

 Dear Ms. Cvrkel,

 This letter sets forth the
responses of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and Exchange Commission (the “Staff”) dated March 12, 2010, with respect to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009 (the “Form 10-K”). To facilitate your review, our responses below include the Staff’s original comments and have been ordered using numbers that correspond with those set forth in the Staff’s letter.

 Form 10-K for the fiscal year ended December 31, 2009

 Management’s Discussion and Analysis

 Liquidity and Capital Resources as of
December 31, 2009, page 49

1.
We note that this section of MD&A discusses the operating, investing and financing cash flow activity for continuing operations. Please revise future filings to
describe how cash flows from discontinued operations are also reported in the cash flow statement, and to describe how the absence of cash flows from discontinued operations is expected to affect liquidity and capital resources. For example, you
should disclose the effect on financing levels, terms, covenants, etc.

 1

 Company Response:

 We will revise the Liquidity and Capital Resources section of MD&A in future filings to describe how cash flows from discontinued operations are presented in the consolidated statement of cash flows
and how the absence of cash flows from discontinued operations is expected to affect the Company’s liquidity position and capital resources. We will also disclose, as applicable, how cash flows from discontinued operations affect items such
financing, terms, covenants, etc.

 Notes to the Financial Statements

 Note 3. MV Agusta Acquisition and Planned Divestiture, page 77

2.
We note your disclosure that in October 2009 the Company committed to the divestiture of MV as part of its new business strategy and as a result MV is now presented as
discontinued operations for all periods presented. Please tell us, and revise future filings to disclose why you believe the sale of MV Agusta is probable within one year. Include as part of your response whether an active program to locate a buyer
or any other actions required to sell the business have been initiated. See guidance in FASB ASC 205-20-50.

 Company
Response:

 During the fourth quarter of 2009, following our Board of Directors’ approval, we announced our commitment to divest MV
Agusta and initiated an active program to market MV Agusta and locate a buyer. As part of that program we engaged a third party investment bank to assist with the marketing and sale of MV Agusta. We initiated this program with the objective of
selling MV Agusta at a price that is reasonable in relation to its fair value and completing the sale of MV Agusta by mid-2010. MV Agusta is available for immediate sale subject only to terms that are usual and customary for the sale of a business.
Based on our progress with the effort to sell MV Agusta, we believed as of the filing date of the Form 10-K and continue to believe currently that a sale of MV Agusta will be completed during 2010. We will revise our future filings to include
disclosure concerning our expectation to complete the sale of MV Agusta within one year and the key factors supporting that expectation.

 Note 4, Restructuring Expense and Other Impairments, page 78

3.
We note that as part of your 2009 Restructuring Plan, you intend to exit the Buell product line. Please explain to us how you intend to exit the product line,
specifically if you intend to sell the product line to a third party and how you intend to account for the exit of the Buell product line in accordance with FASB ASC 360-10-35, 360-10-40 and 360-10-45. If you intend to sell the product line please
tell us why you have not presented this asset group as part of discontinued operations.

 Company Response:

 We are exiting the Buell product line by winding down all activities related to the production and sale of Buell motorcycles. The production of Buell
motorcycles ceased in the fourth quarter of 2009 and the sale of remaining Buell motorcycle inventory to dealers and/or distributors is expected to be completed during 2010. The Company will continue to support the product through the sale of parts
over the next several years; however, those sales are expected to be insignificant relative to the Company’s Harley-Davidson product sales. Equipment formerly utilized solely for the production or sale of Buell motorcycles has been or will be
scrapped or

 2

disposed of at or near salvage value. Our plans to exit the Buell product line did not contemplate a sale of the product line to a third party primarily because of the high level of integration
between the Buell and Harley-Davidson product lines. Given our plans, we considered the equipment related to the Buell product line to be “Held and Used” and performed an impairment test to determine the appropriate carrying value of that
asset group. The results of that analysis indicated that those assets were impaired, and we determined that the fair value of those assets was effectively equal to their scrap or salvage value. This resulted in an impairment charge of $18.0 million
in 2009 that was included in income from continuing operations.

4.
We note your disclosure of the amounts related to the 2009 Restructuring Plan that have been included in accrued liabilities as of December 31, 2009. In future
filings, please revise your disclosure to all include the total amount expected to be incurred in connection with the activity, the amount incurred in the period, and the cumulative amount incurred to date. See FASB 420-10050 (paragraph 20b of SFAS
No. 146.)

 Company Response:

 In future filings we will disclose in the notes to the financial statements the total amount expected to be incurred in connection with our restructuring activities, the amount incurred for restructuring
activities in the period, and the cumulative amount of restructuring expense incurred to date.

 Note 7. Off-Balance Sheet Finance
Receivable Securitization Transactions, page 82

5.
We note your disclosure that on March 31, 2009 you adopted the guidance in ASC 320-10-65-1. We also note your disclosure of the components of the impairment for
the nine months ended December 31, 2009. Please note that FASB ASC 320-10-45-8A requires disclosure of total other-than-temporary impairment with an offset for the amount of the total other-than-temporary impairment that is recognized in other
comprehensive income on the face of the statement of operations. It appears that not only is your disclosure not included on the face of the statement of operations but it does not show the components as required. A table should be disclosed which
shows the total other-than-temporary impairment losses (which includes both amounts included in earnings and other comprehensive income) then offset for the amount that is included in other comprehensive income which results in the amount of
impairment losses recognized in earnings. Please revise future filings accordingly. Also, please explain to us why you are reclassifying a portion of the impairment loss from other comprehensive income to current earnings subsequent to the adoption
of ASC 30-10-55-64.

 Company Response:

 With respect to disclosing the other-than-temporary impairment and its components on the face of the statement of operations, we concluded that the amounts were immaterial for separate disclosure on the
face of the statement of operations. We did, however, provide the required disclosure in Note 7 of the Form 10-K on page 83. The first table on page 83 provides the required disclosure for the total other-than-temporary impairment losses, the
portion of loss reclassified from other comprehensive income, and the net impairment losses recognized in earnings for the nine months ended December 31, 2009.

 The reclassification of a portion of other comprehensive loss to current earnings represents a change in the nature of the other-than-temporary impairment loss previously recognized from

 3

non-credit to credit. During 2009, the fair value of the retained securitization interest remained below amortized cost and was negatively impacted by higher actual and anticipated credit losses
reducing the total expected cash flows related to this asset. However, the negative impact associated with credit losses was partially offset by the positive impact of a decrease in the discount rate during 2009, which was fully attributable to
non-credit components.

 The total decrease in fair value including both the positive impact of the discount rate change and the negative
impact of reduced cash flows resulting from higher credit losses resulted in total other-than-temporary impairment losses during 2009 of $22.2 million (as reported in the table on page 83 of the Form 10-K). To comply with FSP FAS 115-1, only the
change in fair value resulting from the higher credit loss assumptions should be recognized in earnings. Therefore, the change in fair value related to the credit loss assumptions was calculated using the initial discount rate assumed at the date
the investment in retained securitization interest was established. This calculation resulted in an impairment loss recognized in earnings of $28.2 million (as reported in the table on page 83 of the Form 10-K). This amount was greater than the
total other-than-temporary impairment losses calculated, and accordingly, $6.0 million of losses previously recorded in other comprehensive income as non-credit related losses were required to be reclassified to earnings as credit related losses, as
required by FSP FAS 115-1.

 With respect to revising our future filings, we continue to believe that disclosure on the face of the statement
of operations is not necessary as the amounts are immaterial. We will continue to disclose the table in the notes to the financial statements. In reaching this conclusion, we have also considered the effect of adopting Statement of Financial
Accounting Standard (SFAS) No. 166, “Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140” and SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” on January 1,
2010, which will result in the elimination of the investment in retained securitization interest balance from the consolidated balance sheet.

 Note 10. Fair Value Measurements, page 89

6.
We note from your disclosure in Note 1 that you have classified your investments in marketable securities as available for sale, requiring the Company to carry them at
fair value with any unrealized gains or losses reported in other comprehensive income. Please revise your disclosure in Note 10 in future filings to include marketable securities in your disclosures of recurring fair value measurements.

 Company Response:

 In future filings we will include the fair value of marketable securities in our fair value measurements disclosure as an asset that is measured at fair value on a recurring basis.

7.
We note your disclosure on non-recurring fair value measurements. In future filings, please revise to present the information using a tabular format which includes
disclosure of the asset amount at year end and the total gain/loss recognized in the fair value determination. See guidance in FASB ASC 820-10-50 and ASC 820-10-55-64.

 4

 Company Response:

 In future filings we will present the fair value of assets and liabilities measured at fair value on a non-recurring basis using a tabular format which includes disclosure of the asset or liability amount
and the total gain or loss recognized in the fair value determination.

 Note 14. Income Taxes, page 97

8.
We note the reconciliation of the income taxes at the statutory rate to the provision for income taxes includes a line item titled “other.” Please explain to
us and disclose in future filings, the nature of any significant amounts included in the “other” category.

 Company
Response:

 We acknowledge the requirement to disclose the estimated amount and the nature of each significant reconciling item included in
the reconciliation of income tax expense at the statutory rate to total income tax expense. In applying this requirement, we have disclosed certain items regardless of their amount that we feel are useful in understanding the impact of the
Company’s ongoing tax benefits and costs such as state taxes, domestic manufacturing deductions, and research and development credits.

 As noted in the Staff’s comment, the 2009 reconciliation of income taxes at the statutory rate to the total provision for income taxes includes a line item titled “other.” The components of “other”
include: 3.6 percentage points for the expense of audit settlements; 2.6 percentage points related to tax implications of investments in low income housing partnerships; 0.5 percentage points for the expiration of a U.S. Federal capital loss
carryforward; (1.5) percentage points for a tax benefit related to foreign sales; (1.1) percentage points of tax benefit related to foreign exchange adjustments and 0.1 percentage points for miscellaneous inconsequential items.

In future filings we will continue to evaluate all reconciling items and separately disclose the estimated amount and the nature of each item deemed to
be significant. Also, in consideration of the Staff’s comments, we plan to separately disclose the expense of audit settlements and the tax implications of investments in low income housing partnerships when presenting the 2009 income tax rate
reconciliation in future filings.

 Note 19, Share-Based Awards, page 109

9.
We note from your disclosure of assumptions used in calculating the lattice-based fair value of options granted during 2009, 2008 and 2007, that the expected dividend
yield increased in 2009 from 2.0% to 3.3%. In light of your disclosure on page 49 of MD&A that the Board of Directors approved quarterly dividends in 2009 that were reductions of the amounts paid in 2008, please tell us why you have increased
the dividend yield assumption for purposes of valuing your stock options.

 Company Response:

 The expected dividend yield assumption was higher in 2009 than in 2008 due to a decrease in the Company’s stock price from 2008 to 2009. The expected
dividend yield assumption in 2009 did reflect a lower assumed dividend per share than in 2008 (consistent with the disclosure on page 49 of MD&A that the Board of Directors approved quarterly dividends in 2009 that were reductions of the amounts
paid in 2008). However, the impact of the lower stock price in 2009 more than offset the impact of a lower assumed dividend per share in 2009 resulting in the higher expected dividend yield.

 5

 The 2009 expected dividend yield of 3.3% corresponds to an implied annual dividend per share assumption of
$0.40 using the stock price as of the Company’s 2009 annual grant date of $12 per share. Comparatively, the 2008 expected dividend yield of 2.0% corresponds to an implied annual dividend per share assumption of $0.78 using the stock price as of
the Company’s 2008 annual grant date of $39 per share.

 Supplementary Data – Quarterly Financial Data (Unaudited), page 122

10.
Please revise future filings to include disclosure of the effect of any unusual or infrequently occurring items (such as restructuring charges, impairments, etc.) that
are recognized in any of the quarters presented. See guidance in Item 302(A)(3) of Regulation S-K.

 Company Response:

 In future filings we will disclose the effect of any material unusual or infrequently occurring items recognized in any of the quarters
presented in the Q

Mail Stop 3561
        March 12, 2010  Via Fax & U.S. Mail

 Mr. John A. Olin Chief Financial Officer 3700 West Juneau Avenue Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2009
Filed February 23, 2010
 File No. 001-09183

Dear Mr. Olin:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis

- Liquidity and Capital Resources  as of December 31, 2009, page 49

Mr. John A. Olin
Harley-Davidson, Inc.
March 12, 2010 Page 2

1. We note that this section of MD&A discusses th e operating, investing and
financing cash flow activity for continuing operations.  Please revise future filings
to describe how cash flows from discontin ued operations are also reported in the
cash flow statement, and to describe  how the absence of cash flows from
discontinued operations is expected to aff ect future liquidity and capital resources.
For example, you should disclose the effect  on financing levels, terms, covenants,
etc.

Notes to the Financial Statements

 Note 3. MV Agusta Acquisition a nd Planned Divestiture, page 77

2. We note your disclosure that in Oct ober 2009 the Company committed to the
divestiture of MV as part of its new business strategy and as a result MV is now
presented as discontinued opera tions for all periods presente d.  Please tell us, and
revise future filings to disclose the e xpected manner and timing of the disposal.
Also, please explain to us why you believe  the sale of MV Agusta is probable
within one year.  Include as part of your  response whether an active program to
locate a buyer or any other actions required to sell the business have been initiated.  See guidance in FASB ASC 205-20-50.
 Note 4. Restructuring Expense and Other Impairments, page 78

3. We note that as part of your 2009 Restru cturing Plan, you inte nd to exit the Buell
product line.  Please explain to us how  you intend to exit the product line,
specifically if you intend to sell the pr oduct line to a third party and how you
intend to account for the exit of the Bue ll product line in accordance with FASB
ASC 360-10-35, 360-10-40 and 360-10-45.  If you intend to sell the product line please tell us why you have not presented this asset group as pa rt of discontinued
operations.

4. We note your disclosure of the amounts re lated to the 2009 Restructuring Plan
that have been included in accrued liabil ities as of December 31, 2009.  In future
filings, please revise your disclosure to all include the total amount expected to be incurred in connection with  the activity, the amount incurred in the period, and
the cumulative amount incurred to date .  See FASB 420-10-50 (paragraph 20b of
SFAS No. 146.)

Note 7. Off-Balance Sheet Finance Receiva ble Securitization Transactions, page 82

5. We note your disclosure that on Ma rch 30, 2009 you adopte d the guidance in
ASC 320-10-65-1.  We also note your disclosure of the components of the
impairment for the nine months e nded December 31, 2009.  Please note that
FASB ASC 320-10-45-8A requires disclo sure of total other-than-temporary

Mr. John A. Olin
Harley-Davidson, Inc.
March 12, 2010 Page 3

impairment with an offset for the am ount of the total other-than-temporary
impairment that is recognized in othe r comprehensive income on the face of the
statement of operations.  It appears that  not only is your disclosure not included
on the face of the statement of operations but it does not show the components as
required.  A table should be disclosed wh ich shows the total other-than-temporary
impairment losses (which includes both amounts included in earnings and other comprehensive income) then the offset for the amount that is included in other comprehensive income which results in  the amount of impairment losses
recognized in earnings.  Please revise futu re filings accordingly.  Also, please
explain to us why you are reclassifying a portion of the impairment loss from

other comprehensive income to current earnings subsequent to the adoption of
ASC 30-10-65-1.
 Note 10. Fair Value Measurements, page 89

6. We note from your disclosure in Note 1 that you have classified your investments
in marketable securities as available for sale, requiring the Company to carry
them at fair value with any unrealiz ed gains or losses reported in other
comprehensive income.  Please revise your disclosure in Note 10 in future filings to include marketable secu rities in your disclosures of recurring fair value
measurements.

7. We note your disclosure on non-recurring fair value m easurements.  In future
filings, please revise to present the in formation using a tabular format which
includes disclosure of the asset amount  at year end and the total gain/loss
recognized in the fair value determina tion.  See guidance in FASB ASC 820-10-
50 and ASC 820-10-55-64.
 Note 14. Income Taxes, page 97

8. We note that the reconciliation of the income taxes at the statutory rate to the
provision for income taxes includes a line item titled “other.”  Please explain to us and disclose in future filings, the nature of any significan t amounts included in
this “other” category.
 Note 19. Share-Based Awards, page 109

Mr. John A. Olin
Harley-Davidson, Inc.
March 12, 2010 Page 4

9. We note from your disclosure of assumptions  used in calculating the lattice-based
fair value of options granted durin g 2009, 2008 and 2007, that the expected
dividend yield increased in 2009 from 2.0% to 3.3%.  In light of your disclosure
on page 49 of MD&A that the Board of Di rectors approved quarterly dividends in
2009 that were reductions of the amounts paid in 2008, please tell us why you
have increased the dividend yield assump tion for purposes of valuing your stock
options.

Supplementary Data – Quarterly Fi nancial Data (Unaudited), page 122

10. Please revise future filings to include disc losure of the effect of any unusual or
infrequently occurring items (such as re structuring charges, impairments, etc.)
that are recognized in any of the quart ers presented.  See guidance in Item
302(A)(3) of Regulation S-K.

********

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. John A. Olin
Harley-Davidson, Inc. March 12, 2010 Page 5

 You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
       VIA FACSIMILE (414) 343-4990

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561

October 13, 2009
 Via U.S. Mail and Facsimile

 Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc.  3700 West Juneau Avenue Milwaukee, Wisconsin 53208
RE: Harley-Davidson, Inc.
   Form 10-K for the fiscal  year ended December 31, 2008
   Schedule 14A    8-K/A filed on July 16, 2009
File No. 001-09183
   Dear Mr. Bergmann:
 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f     Via facsimile: Thomas Bergmann, Chief Financial Officer   (414) 343-4990

CORRESP
1
filename1.htm

HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE
MILWAUKEE, WISCONSIN
53208

August 24, 2009
Ms. Linda
Cvrkel
Branch Chief
Division of Corporation Finance
United States Securities and Exchange
Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

RE:
Harley-Davidson,
Inc.
Form 10-K for the year ended December 31, 2008
Schedule 14A
8-K/A filed on July
16, 2009
File No. 001-09183

Dear Ms. Cvrkel,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and
Exchange Commission (the “Staff”) dated August 12, 2009, with respect to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the
“Form 10-K”), the Company’s proxy statement filed on Schedule 14A on April
3, 2009 (“Schedule 14A” or “proxy statement”) and the Company’s
Current Report on Form 8-K/A filed on July 16, 2009. To facilitate your review, our
responses below include the Staff’s original comments and have been ordered using
numbers that correspond with the order set forth in the Staff’s letter.

Form 8-K/A filed on July
16, 2009

Exhibit 99.1

1.
We
note your disclosure that your earnings were affected by a one-time
          reclassification of finance receivables from held-for-sale to
          held-for-investment and the related $72.7 million provision to establish the
          related initial credit loss allowance. In light of the accounting model for
          loans held-for-sale under SOP 01-6 (lower of cost or fair value) versus the
          accounting model for loans held-for-investment receivables (incurred loss model
          with a related allowance for finance credit losses recorded) it is unclear to
us           what is meant by the establishment of the “initial credit loss
          allowance.” Furthermore, given the different accounting models (fair
value,           which would consider expected credit losses versus incurred loss model),
it is           unclear why credit losses would be so much higher upon the
reclassification.           Please clarify your disclosure, and confirm that you had been
recording the           finance receivables at the lower of cost or market prior to the
          reclassification. As part of your response, please tell us the par amount of
the           finance receivables transferred to held-for-investment and tell us the
valuation           allowance recorded on the receivables prior to the reclassification
and           recording of the additional credit losses. Finally, please fully explain
why the           carrying amount of the respective finance receivables prior to
reclassification           was less than fair value, specifically addressing why the 18%
discount rate used           in your fair value cash flow model on 6/28/09 did not lead
to a LOCOM value of           less than 100% of your cost basis.

Company response:

As you noted, during the second
quarter of 2009 we reclassified approximately $3.1 billion of finance receivables from
held-for-sale to held-for-investment and recorded a $72.7 million provision to establish
the “initial credit loss allowance” on the reclassified finance receivables.
Prior to the reclassification we confirm that the finance receivables held-for-sale were
carried at the lower of cost or fair value. For example, as of December 31, 2008 and March
28, 2009, we carried valuation allowances of $31.7 million and $23.9 million respectively
to reduce the cost basis of finance receivables held-for-sale to fair value.

The principal amount (par value) and
valuation allowance related to the finance receivable held-for-sale that we reclassified
during the second quarter of 2009, just prior to each of the two dates of
reclassification, were as follows:

     In millions
     05/12/09
     06/28/09

Principal

     $  641.0

     $  2,445.7

     Valuation allowance required to adjust to fair value if lower
       (5.9
        )
       --

     Lower of cost or fair value
     $  635.1

     $  2,445.7

As described above, as a result of
the reclassification we recorded a $72.7 million provision to establish an allowance for
credit losses representing our estimate of incurred losses existing in the portfolio of
receivables at the date of reclassification. We chose to describe this as the
“initial credit loss allowance” because the amounts were previously valued at
the lower of cost or fair value. It was our intention to distinguish the “credit loss
allowance” required under the held-for-investment accounting model from the LOCOM
valuation allowance required under the held-for-sale accounting model which had been
previously disclosed.

The accounting rules related to the
valuation of finance receivables held for investment (cost less an allowance for incurred
losses) typically result in a net carrying value that is less than the original cost or
principal. However, the accounting model related to the valuation of finance receivables
held for sale (lower of cost or fair value) may or may not result in a net carrying value
that is less than cost depending on the fair value of the receivables which factors in not
just future losses, but also future income related to the receivables.

In order to determine the fair value
of our held for sale receivables, we utilized a securitization transaction model, as the
securitization market was the intended market for the sale of our receivables. The
securitization model provides an estimate of fair value by modeling the value that would
be received by the Company if the receivables were securitized. This includes an estimate
of cash proceeds (net of transaction costs and required cash reserves) that the Company
would receive at the close of the securitization transaction plus the discounted value of
any future net residual cash flows over the life of the securitized receivables. The
future residual cash flows represent the Company’s retained interest in the
securitized receivables and generally include:

•
Future
expected cash inflows related to the interest and principal payments due from the Company’s
retail customers (adjusted to reflect estimated losses and prepayments) and residual cash
reserve balances

Less

•
Future
expected cash outflows related to the interest and principal payments that would be paid
to the investors purchasing the asset-backed securities issued in the securitization
based on an assumed return that would be required by investors (i.e., “cost of funds”)

The primary reason that no valuation
loss allowance was required at 6/28/2009, compared to the valuation allowances required at
earlier dates, was the more favorable cost of funds assumption. The cost of funds
assumptions in March and June reflect a drop in the relevant benchmark interest rates
(i.e., Libor and U.S. Treasury rates) and lower credit spreads as a result of the
improvement in securitization market conditions during the first half of 2009. As a
result, the positive impact of a lower cost of funds assumption more than offset the
negative impact of a slightly higher loss assumption as compared to 12/31/08. In addition,
the weighted average percentage rate (APR) we charged customers remained relatively
constant and was approximately 12.5% on outstanding finance receivables held for sale
during the first half of 2009.

The following table includes a
summary of the key assumptions used as of the end of our last three fiscal quarters to
determine the fair value of our finance receivables held for sale:

     12/31/08
     3/29/09
     6/28/09

     Cumulative lifetime credit losses
     5.34%
     6.0%
     6.0%

     Prepayment speed
     1.48%
     1.48%
     1.48%

     Annual weighted avg. cost of funds
     6.03%
     5.30%
     4.10%

     Discount rate on retained interests
     18.0%
     18.0%
     18.0%

Cumulative
lifetime credit loss assumption – The cumulative loss assumption is based upon our
review of the historical performance of our finance receivables and forward looking
expectations that take into consideration economic data such as unemployment.

Prepayment
speed assumption – The prepayment speed assumption is the expectation of the
prepayment speed for our finance receivables based upon the historical prepayment
performance of our receivables and is consistent with prepayment assumptions required by
the Term Asset-Backed Securities Loan Facility, or “TALF”, established by the
Federal Reserve Bank of New York.

Annual
weighted average cost of funds assumption – The annual weighted average cost of
funds assumption is based on the interest rates that we believe investors would require
for each class of asset-backed securities offered in a securitization transaction. In our
model we assumed four “A” classes and three subordinated classes. The higher
classes have stronger credit ratings and carry a lower interest rate than the lower
classes. The cost of funds assumptions are determined based on our review of the
securitization market. This includes obtaining credit spread estimates from underwriters
familiar with the Harley-Davidson Motorcycle Trust program and by reviewing pricing of
other securitization transactions in the market place, including previous transactions by
the Harley-Davidson Motorcycle Trust.

Discount
rate assumption on retained interests — The discount rate assumption was most
recently determined on 6/28/09, and at that time, we prepared three analyses:

1.
Capital
Asset Pricing Model

2.
Bond
Premium Model

3.
Analysis
which extrapolates unrated retained interest discount rates utilizing           rated
bond pricing

We
reviewed the three analyses and developed a discount rate range between 13% and 19%.
Given the continuing volatility in the market, we determined that a discount rate
assumption of 18% was appropriate. As noted above, the use of the 18% discount rate is
limited to discounting the future residual cash flows or retained interest in the
securitization model.

In summary, the improving conditions
in the securitization market during 2009 have resulted in an increase in the fair value of
our finance receivables. As a result of that improvement, at the end of June the fair
value of our finance receivables held-for-sale was greater than cost resulting in a
carrying value that was equal to cost. Our reclassification of these receivables to
held-for-investment at that time required that we follow a new accounting model resulting
in the establishment of an allowance for losses incurred and a carrying value that was
less than cost.

Schedule 14 A

Use of Consultants and
other Advisors, page 47

2.
We
note your response to prior comment 4, confirming your use of the survey data
          for benchmarking purposes. As previously requested, the companies in those
          surveys should be disclosed. Note that some other registrants are including
long           lists of companies in an appendix to the proxy statement. Accordingly,
please           confirm that you will list all companies against which you benchmark in
future           filings. Refer to Compliance and Disclosure Interpretation 118.05 to
Regulation           S-K.

Company response:

In accordance with the guidance that
the Staff provided in Compliance and Disclosure Interpretation 118.05 to Reg. S-K, we
confirm that we will identify in future filings all companies comprising a database if we
use the database as a reference point on which to base, justify or provide a framework for
a compensation decision.  We will not identify those companies in a situation in
which we review or consider the database for a more general purpose, such as to obtain a
general understanding of current compensation practices.

Corporate STIP and Motor
Company STIP, page 51

3.
We
note your use of the non-GAAP measure EBIT but are unable to locate neither           the
comparable GAAP measure nearby nor an explanation of why you choose to use           the
non-GAAP measure instead of the GAAP measure. Please confirm that you will
          provide both the comparable number and the explanation in the future.

Company response:

We confirm that in future filings we
will provide both the comparable GAAP measure and an explanation of why we chose to use
the non-GAAP measure instead of the GAAP measure.

The Company acknowledges as follows:
it is responsible for the adequacy and accuracy of the disclosure in the Annual Report on
Form 10-K for the year ended December 31, 2008, the Company’s proxy statement filed
on Schedule 14A on April 3, 2009 and the Company’s Current Report on Form 8-K/A filed
July 16, 2009; Staff comments or changes to disclosures in response to Staff comments do
not foreclose the Commission from taking any action with respect to the Annual Report on
Form 10-K for the year ended December 31, 2008, the Company’s proxy statement filed
on Schedule 14A on April 3, 2009 and the the Company’s Current Report on Form 8-K/A
filed July 16, 2009; and the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Please direct any questions or
comments regarding the foregoing responses to the undersigned at (414) 343-4101.

Very truly yours,

/s/ John A. Olin
John A. Olin

Interim Chief Financial Officer, Harley-Davidson, Inc.
Vice President and Controller,
Harley-Davidson Motor Company

Mail Stop 3561

August 12, 2009
 Via U.S. Mail and Facsimile

 Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc.  3700 West Juneau Avenue Milwaukee, Wisconsin 53208
RE: Harley-Davidson, Inc.
   Form 10-K for the fiscal  year ended December 31, 2008
   Schedule 14A    8-K/A filed on July 16, 2009
File No. 001-09183

Dear Mr. Bergmann:
 We have reviewed your response letter dated June 19, 2009 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.     We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Thomas Bergmann
Harley-Davidson, Inc.
Page 2

Form 8-K/A filed on July 16, 2009
 Exhibit 99.1

1. We note your disclosure that your ear nings were affected by a one-time
reclassification of finance receivables from held-for-sale to held-for-investment and the related $72.7 million provision to es tablish the related initial credit loss
allowance.  In light of the accounting model for loans held-for-sale under SOP 01-
6 (lower of cost or fair value) ve rsus the accounting m odel for held-for-
investment receivables (incurred loss mode l with a related allowance for finance
credit losses recorded) it is unclear to us what is meant by the establishment of the "initial credit loss allowance.”  Furt hermore, given the different accounting
models (fair value, which would consider expected credit losses versus incurred
loss model), it is unclear why credit lo sses would be so much higher upon the
reclassification.  Please clarify your disclosure, and confirm that you had been recording the finance receivables at the lower of cost or market prior to the
reclassification.  As part of your response, please tell  us the par amount of the
finance receivables transferred to held-f or-investment and tell us the valuation
allowance recorded on the r eceivables prior to the recl assification and recording
of the additional credit losses.  Finally, please fully explain why the carrying amount of the respective fina nce receivables prior to reclassification was less than
fair value, specifically addressing why the 18% discount rate us ed in your fair-
value cash flow model on 6/28/09 did not lead to a LOCOM value of less than
100% of your cost basis.

Schedule 14A

Use of Consultants and Other Advisors, page 47

2. We note your response to prior comment 4, confirming your use of the survey
data for benchmarking purposes.  As previously requested, the companies in those
surveys should be disclosed.  Note that some other registrants are including long
lists of companies in an appendix to the proxy statement.  Accordingly, please
confirm that you will list all companies against which you benchmark  in future
filings.  Refer to Compliance and Disclosure Interpretation 118.05 to Regulation S-K.

Corporate STIP & Motor Company STIP, page 51

3. We note your use of the non-GAAP measure of EBIT but are unable to locate
neither the comparable GAAP measure nearby nor an explanation of why you
choose to use the non-GAAP measure instead of the GAAP measure.  Please

Thomas Bergmann
Harley-Davidson, Inc. Page 3

confirm that you will provide both the comp arable number and the explanation in
the future.

*******************

  As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financ ial statements and related matters.  Please contact Mat
Spitzer (202)551- 3373 or me at (202)  551-3813 with any other questions.

 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Thomas Bergmann, Chief Financial Officer   (414) 343-4990

CORRESP
1
filename1.htm

HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE
MILWAUKEE, WISCONSIN 53208

June 19, 2009

Ms. Linda Cvrkel
Branch
Chief
Division of Corporation Finance
United States Securities and Exchange Commission

Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

RE:
Harley-Davidson,
Inc.
Form 10-K for the year ended December 31, 2008
Schedule 14A
File No. 001-09183

Dear Ms. Cvrkel,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and
Exchange Commission (the “Staff”) dated May 26, 2009, with respect to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the
“Form 10-K”) and the Company’s proxy statement filed on Schedule 14A on
April 3, 2009 (“Schedule 14A” or “proxy statement”). To facilitate
your review, our responses below include the Staff’s original comments and have been
ordered using numbers that correspond with the order set forth in the Staff’s letter.

Form 10-K for the fiscal
year ended December 31, 2008

Financial Statements

Note 2. Additional
Balance Sheet and Cash Flow Information

1. Cash Flow Information,
page 72

We note from your response to our
prior comment 2, where you indicate that at December 31, 2008, management believed that
the U.S. Federal Reserve’s Term Asset-Backed Loan Facility (TALF) program would open
up the TALF and non-TALF asset-backed securitization markets in 2009 and as a result
management concluded that it could be reasonably expected that the $2.44 billion in
finance receivables would be securitizable in a more liquid asset-backed market in 2009.
As a result, you classified the finance receivables held for sale as current assets at
December 31, 2008. Also, we note that you continue to be optimistic that the TALF program
will bring needed liquidity to the securitization market, and based upon the factors
affecting TALF and your review of the economic factors influencing your potential
asset-backed securitization activity, you believe that approximately $2.1 billion is the
appropriate estimate of the held for sale finance receivables that could be reasonably
expected to be securitized in the twelve months following March 29, 2009, which should be
classified as current assets in your balance sheet.

1

In this regard, fully explain to us
and disclose in the notes to your financial statements in future filings the underlying
facts and circumstances considered by management at December 31, 2008 and March 29, 2009
in believing that the TALF program would open up the TALF and non-TALF asset-backed
securitization markets in 2009, which resulted in management’s conclusion that
approximately $2.44 billion and $2.1 billion of receivables held for sale should be
classified as current assets in your balance sheet at December 31, 2008 and March 29,
2009, respectively. Also please tell us and explain in the notes to your financial
statements how you determined the amount of receivables held for sale classified as
current versus non-current assets at December 31, 2008 and March 29, 2009 including any
relevant assumptions considered in determining such classification. As part of your
response, please explain in detail the factors supporting your conclusion given the
current illiquid nature of the asset-backed securitization markets and the fact that the
release of the TALF program terms were delayed and uncertain to management at December 31,
2008 and at March 29, 2009, respectively.

Company Response:

At December 31, 2008 management
believed that the TALF program would open up the term asset-backed securitization markets
to both TALF and non-TALF transactions in 2009. Our belief that the TALF program would
have a positive impact on market liquidity was based on the Federal Reserve’s
intentions for the TALF program and our own understanding of the positive aspects of the
TALF program supported by discussions with other market participants, including bankers
and potential TALF investors. These discussions indicated that market participants were
optimistic about the program and the potential liquidity it could create in the term-asset
backed securitization market.

In determining the amount of
receivables held for sale to be classified as current versus non-current assets at
December 31, 2008, the Company utilized its historical term asset-backed securitization
volumes for years prior to 2008 as a reference. The Company believed its historical
activity, in more liquid markets, was the best and most reasonable basis on which to
estimate what could be reasonably expected to be securitized in 2009, given the impact we
believed the TALF program would have on the market in 2009. In addition, a portion of the
balance of finance receivables held for sale was current based on collections and other
reductions expected to occur in the twelve months following December 31, 2008.

Subsequently, we learned that the
release of the TALF program terms was delayed and that there were fewer than expected
issuers and investors that participated in the early stages of the TALF program. We
believed that initially, market participants exercised caution as they continued to
interpret and grow comfortable with the terms of the program.

As of March 29, 2009 the Company used
its historical term asset-backed securitization activity as an initial point of reference
in determining the amount of receivables held for sale to be classified as current versus
non-current. However, given the additional information related to the TALF program and the
preliminary work we had done related to our own anticipated second quarter term
asset-backed securitization transaction, we lowered our estimate of the amount of
receivables that we would securitize in the twelve month period following March 29, 2009
(as compared to our estimate of what we would securitize in the twelve month period
following December 2008) and the excess was classified as non-current. The current portion
of finance receivables held for sale at March 29, 2009 includes (1) an estimate of the
receivables that we expected to be securitized in the twelve months following March 29,
2009 plus (2) the current portion of the remaining balance of finance receivables held for
sale based on collections and other reductions expected to occur in the twelve months
following March 29, 2009.

2

Since the end of the Company’s
first quarter, we believe the term-asset backed securitization market has supported a
significant number of new TALF eligible and non-TALF eligible transactions, including a
transaction completed by the Company in May. We believe this activity is consistent with
our understanding that the program would bring liquidity to the term asset-backed
securitization market.

We believe that disclosure of the
factors considered in determining the classification of finance receivables held for sale
would be appropriate in the “Liquidity and Capital Resources” section of our
annual report on Form 10-K and our quarterly reports on Form 10-Q and, in future filings,
we will include such disclosures.

2. Exhibits 4.4 & 4.5

We note you have incorporated by
reference Exhibits 4.4 and 4.5. Neither filing includes the schedules and exhibits listed
in the table of contents of the agreement. All exhibits must be filed in full and include
all attachments, schedules and exhibits. Please amend your Form 10-K to file the entire
credit agreements, including all exhibits and schedules. Further, please confirm that you
will file all exhibits in full and include all attachments, schedules, and exhibits in
future filings.

Company Response:

As the Staff noted, the Form 10-K
incorporated by reference Exhibits 4.4 and 4.5. We originally filed those documents by
means of a Current Report on Form 8-K dated July 22, 2008. In response to the Staff’s
comment and based on the Staff’s current view regarding the exhibit filing
requirements, we intend to amend that Form 8-K to file the entire three-year credit
agreement, including all exhibits and schedules. However, we propose that we not file the
364-day agreement because it has since been superseded and the current document has been
filed on a Current Report on Form 8-K dated May 6, 2009. Further, we confirm that we will
file all exhibits in full and include all attachments, schedules and exhibits in future
filings.

Schedule 14A

3. Certain Transactions,
page 40

We note your disclosure of continued
commercial relationships with companies related to two of your directors, Messrs. Conrades
and Linebarger. To the extent that there were any transactions within the fiscal year
comprising of greater than $120,000 in value, those transactions and their values must be
disclosed per Item 404 of Regulation S-K. Please confirm that, where applicable, you will
disclose specific transactions and their values for transactions pursuant to these
relationships in the future.

3

Company Response:

In the proxy statement, we disclosed
continued commercial relationships with companies related to two of our directors. We
included that disclosure pursuant to Item 407(a)(3) of Reg. S-K on the basis that these
were relationships that the Board of Directors considered under applicable independence
definitions in determining that these two directors were independent. In each case,
although the amount involved exceeded $120,000, we did not believe that the director had a
direct or indirect interest in the relevant transaction that was material for purposes of
Item 404(a) of Reg. S-K. Therefore, we did not disclose the relationship pursuant to Item
404(a) of Reg. S-K, and for the same reason, we did not disclose the amount involved. This
approach is consistent with the Board’s conclusion that each of these directors
qualified as independent because neither had a material relationship with the Company; the
amount involved for each director was significantly below the amount of the relevant
categorical independence standard that the Board has adopted. We can confirm that, where applicable, we will
disclose specific transactions and their values in the future when we believe such
disclosure is required pursuant to Item 404(a) because, among other things, the related
person in each instance has a material interest in the transaction.

4. Use of Consultants and
Other Advisors, page 47

We note your disclosure of comparator
companies used to benchmark against for compensation and reward practices that appear to
have been compiled by your primary outside compensation advisor, Semler Brossy. On page
48, however, you cite additional survey databases that “were used for benchmarking
purposes.” To the extent that any of these databases were used for benchmarking
purposes for named executive officers, please confirm that you will identify in your
future filings all companies comprising those databases. Refer to Item 402(b)(2)(xiv) of
Regulation S-K and Compliance and Disclosure interpretation 118.05 to Regulation S-K.

Company Response:

In 2008, compensation of our named
executive officers (“NEOs”) was benchmarked versus competitive medians based
upon proxy data from the comparator companies we identified in the proxy statement and
upon survey data. As disclosed on page 48 of the proxy statement, the survey sources
were four leading compensation surveys: Mercer’s Executive Compensation Survey,
Watson Wyatt’s Top Management Survey, Towers Perrin’s Executive Compensation
Database and Hewitt’s Total Compensation Management Executive Compensation
Survey.  For each of these sources, we determined whether the source provided an
appropriate match for the particular position. If more than one survey provided a match,
we used an average of the data that those surveys provided. We weighted the proxy data and
the survey data 50% each.

If survey data included an average of
manufacturing industry data for a position, we used that data.  If survey data did
not include an average of manufacturing industry data for a position, then we used general
industry data. The manufacturing industry data included all participating companies from
the manufacturing industry that reported data for the specific positions.  The
general industry competitive data included all participating companies that reported data
for the specific positions.  Mercer’s Executive Compensation Survey included a
total of 2,579 participating companies and 844 companies from the manufacturing industry.
 Watson Wyatt’s Top Management Survey included a total of 2,206 participating
companies and 827 companies from the manufacturing industry. Towers Perrin’s
Executive Compensation Database included a total of 783 participating companies.
Hewitt’s Total Compensation Management Executive Compensation Survey included a total
of 381 participating companies and 142 companies from the manufacturing industry.

Given the broad scope of the surveys
in light of the thousands of participating companies and the fact that in using the
surveys we do not give prominence to any single company or particular group of companies,
we do not believe listing individual companies that participate in the surveys is material
or would provide meaningful disclosure to investors or to the discussion of the
compensation awarded to, earned by, or paid to our NEOs. However, we will provide
the name of each survey utilized along with the number of participating companies as
indicated in the paragraph directly above.

4

5. Corporate STIP, page 51

We note your use of earnings per
share (“EPS”) and asset productivity as performance measures for your Corporate
STIP for fiscal year 2008. The EPS performance metrics, however, are not included other
than your disclosure of the minimum required threshold for an award under this plan.
Please confirm that you will provide specific breakdowns of the “weighted average
results under all other STIP Plans within the company” that will be used for 50% of
the Corporate STIP weighting for fiscal year 2009, and that you will include all
corresponding targets. To the extent you believe that disclosure of the targets is not
required because it would result in competitive harm such that the targets could be
excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a
detailed explanation for such conclusion.

We note what appears to be a
discrepancy between your executive compensation philosophy as set forth on page 48 and the
metrics of your Corporate STIP plan. The philosophy says your compensation is set up so
that “actual compensation paid will vary up and down with” your performance and
that it will align “executive and shareholder interests by linking incentive pay
primarily to key quantitative results.” Yet the 2009 changes appear to link such
compensation to EBIT goals, that is, by backing out real cash payments that decrease the
earnings per share which would presumably be a shareholder interest. Please tell us why
you believe this measure aligns management and shareholder interests and consider adding
disclosure in your proxy next year explaining why you changed this formula and why it
aligns management and shareholder interests.

Company Response:

As we have disclosed, the Corporate
STIP for 2009 is based 50% upon achieving a Company EBIT goal and 50% upon the weighted
average results under all other STIP Plans within the Company. In general, the Company
believes that disclosure of information regarding financial, operational and other matters
beyond what the Company is already required to disclose would put the Company at a
competitive disadvantage because the Company’s significant competitors are not
required to and do not disclose similar information to the public. Harley-Davidson is the
only major U.S.-based motorcycle manufacturer. With that in mind, for the Corporate STIP:

* In our 2010 proxy statement, we
intend to disclose the target for the Company’s 2009 earnings before interest and
taxes (“EBIT”) and actual results for EBIT for the 2009 period that will

Mail Stop 3561

May 26, 2009
 Via U.S. Mail and Facsimile

 Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc.  3700 West Juneau Avenue Milwaukee, Wisconsin 53208
RE: Harley-Davidson, Inc.
   Form 10-K for the fiscal  year ended December 31, 2008
   Schedule 14A
File No. 001-09183

Dear Mr. Bergmann:
 We have reviewed your response letter dated April 20, 2009 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.     We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Thomas Bergmann
Harley-Davidson, Inc.
Page 2

Form 10-K for the fiscal year ended December 31, 2008
 Financial Statements

 Note 2. Additional Balance Sheet and Cash Flow Information

 Cash Flow Information, page 72

 We note your response to our prior comment 2, where you indicate that at December 31,
2008, management believed that the U.S. Fede ral Reserve’s Term Asset-Backed Loan
Facility (TALF) program would open up the TALF and non-TALF asset-backed securitization markets in 2009 and as a result management concluded that it could be
reasonably expected that the $2.44 billion in fi nance receivables would be securitizable in
a more liquid asset-based market in 2009.  As a result, you classified the finance
receivables held for sale as current assets at December 31, 2008.  Also, we note that the
you continue to be optimistic that the TALF program will bring needed liquidity to the
securitization market, and base d upon the factors affecting TA LF and your review of the
economic factors influencing your potential asset-backed securitization activity, you
believe that approximately $2.1 billion is the appropriate estimate of the held for sale
finance receivables  that coul d be reasonably expected to be  securitized in the twelve
months following March 29, 2009, which should be classified as current assets in your
balance sheet.    In this regard, fully explain to us and disclose  in the notes to your financial statements in
future filings the underlying facts and circumstances considered by management at December 31, 2008 and March 29, 2009 in believing that the TALF program would open up the TALF and non-TALF asset-backed secu ritization markets in 2009, which resulted
in management’s conclusion that appr oximately $2.44 billion and $2.1 billion of
receivables held for sale should be classified  as current assets in  your balance sheet at
December 31, 2008 and March 29, 2009, respectivel y.  Also please tell us and explain in
the notes to your financial statements how you determined the amount of receivables held
for sale classified as current versus non- current assets at December 31, 2008 and March
31, 2009 including any relevant assumptions  considered in determining such
classification.  As part of your response, pl ease explain in detail the factors supporting
your conclusion given the current illiquid na ture of the asset-b acked securitization
markets and the fact that the release of the TALF program terms were delayed and
uncertain to management at December 31, 2008 and at March 29, 2009, respectively.
  Exhibits 4.4 & 4.5

We note you have incorporated by reference Ex hibits 4.4 and 4.5.  Neither filing includes
the schedules and exhibits listed in the table of contents of the agreement.  All exhibits
must be filed in full and include all attach ments, schedules and e xhibits.  Please amend

Thomas Bergmann
Harley-Davidson, Inc.
Page 3

your Form 10-K to file the entire credit agreem ents, including all exhibits and schedules.
Further, please confirm that you will file all exhibits in full and include all attachments,
schedules, and exhibits in future filings.

Schedule 14A

Certain Transactions, page 40
 We note your disclosure of continued commercia l relationships with companies related to
two of your directors, Mssrs. Conrades and Line barger.  To the extent that there were any
transactions within the fis cal year comprising of greater  than $120,000 in value, those
transactions and their values must be disc losed per Item 404 of Regulation S-K.  Please
confirm that, where applicable, you will disclose  specific transactions and their values for
transactions pursuant to these relationships in the future.

Use of Consultants and Other Advisors, page 47

We note your disclosure of comparator co mpanies used to benchmark against for
compensation and reward practices that appe ar to have been compiled by your primary
outside compensation advisor, Semler Bross y.  On page 48, however, you cite additional
survey databases that “were used for benchmar king purposes.”  To the extent that the any
of these databases were used for benchmarking purposes for named executive officers,
please confirm that you will identify in your future filings all companies comprising
those databases.  Refer to Item 402(b)(2)( xiv) of Regulation S-K and Compliance and
Disclosure Interpretation 118.05 to Regulation S-K.

Corporate STIP, page 51

We note your use of earnings per share (“EPS”) and asset productiv ity as performance
measures for your Corporate STIP for fiscal  year 2008.  The EPS performance metrics,
however, are not included other than your di sclosure of the minimum required threshold
for an award under this plan.  Please confir m that for future filings you will provide the
earnings before interest and tax (“EBIT”), a nd any other, metrics used as performance
targets.  Furthermore, please confirm that you will provide specific breakdowns of the
“weighted average results under all other STIP  Plans within the co mpany” that will be
used for 50% of the Corporate STIP weigh ting for fiscal year 2009, and that you will
include all corresponding targets.  To the extent you believe that  disclosure of the targets
is not required because it would result in comp etitive harm such that the targets could be
excluded under Instruction 4 to Item 402(b) of  Regulation S-K, please provide us with a
detailed explanation for such conclusion.
 We note what appears to be a discrepa ncy between your executive compensation
philosophy as set forth on page 48 and the metrics of your Corporate STIP plan.  The philosophy says your compensation is set up so that “actual compensa tion paid will vary
up and down with” your performance and that  it will align “executive and shareholder

Thomas Bergmann
Harley-Davidson, Inc.
Page 4

interests by linking incentive pay primarily to  key quantitative resu lts.”  Yet the 2009
changes appear to link such compensation to EB IT goals, that is, by backing out real cash
payments that decrease the earnings per shar e which would presumably be a shareholder
interest.  Please tell us why you believe this measure aligns management and shareholder
interests and consider adding disclosure in your proxy next year explaining why you
changed this formula and why it aligns management and shareholder interests.

Motor Company STIP, page 51

We note your use of EBIT, asset productivity  and retail sales and quality metrics as
performance measures for your Motor Co mpany STIP and the supplemental STIP
authorized under this plan in 2008.  The EBIT  and sales and quality performance metrics,
however, are not included other than your di sclosure of the minimum required threshold
for EBIT under this plan.  Please confirm th at in future filings you will provide EBIT,
and all other, metrics used as performance ta rgets.  Furthermore, please confirm that you
will provide the specific targ ets for the three separate pe rformance measure groups that
will be used for NEOs in future fiscal years.   To the extent you believe that disclosure of
the targets is not required because it would result in competitive harm such that the
targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion.

Pension Benefits, page 66

We note your disclosure on page 67 that Mssrs. McCaslin and Ziemer participate in supplemental executive retirement plans.  The plans’ accumulated benefits for Mr.
McCaslin are included in the pension benefits table on page 66, but there is no disclosure
for Mr. Ziemer.  Please confirm that, in the future, you will provide disclosure regarding supplemental executive retirement plan inform ation in the pension benefits table.

*******************

  As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

Thomas Bergmann
Harley-Davidson, Inc. Page 5

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financ ial statements and related matters.  Please contact Mat
Spitzer (202)551- 3373 or me at (202)  551-3813 with any other questions.

 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Thomas Bergmann, Chief Financial Officer   (414) 343-4990

CORRESP
1
filename1.htm

Correspondence

 April 20, 2009

 Ms. Linda Cvrkel

 Branch Chief

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
Harley-Davidson, Inc.

 Form 10-K for the year ended
December 31, 2008

 File No. 001-09183

 Dear Ms. Cvrkel,

 This letter sets forth the responses of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and
Exchange Commission (the “Staff”) dated April 9, 2009, with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”). To facilitate your review, our responses below
include the Staff’s original comments and have been ordered using numbers that correspond with those set forth in the Staff’s letter.

 Form
10-K for the fiscal year ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Liquidity and Capital Resources as of December 31, 2008, page 48

1.
We note from your disclosure that you have estimated that HFDS’ funding requirements in 2009 will be approximately $1.00 billion in addition to amounts that may come due in
July 2009 if the Company is unable to extend its 364-day credit facility that is part of the Global Credit Facilities or on March 31, 2009 under the $500 million asset-backed commercial paper conduit facility that was entered in to in December
2008. We also note that you state that no assurance can be given that the Company’s efforts to pursue the options described in the last paragraph on page 48 will be successful, and if such efforts are not successful, the company will need to
consider other alternatives. Considering the significance of HDFS’ 2009 expected funding requirements, please tell us and disclose in future filings the potentially adverse consequences to your business, future statement of position, future
results of operations and future cash flows if you are unable to successfully raise your funding requirements in 2009 of approximately $1.00 billion to support HDFS’ lending operations.

 Company Response:

 With respect to providing additional disclosure
regarding the adverse consequences of being unable to successfully satisfy our 2009 funding requirements, please see the financial services and funding related risk disclosures in Item 1A of the Form 10-K where the Company makes the following
and other disclosures regarding the adverse consequences to the business: “These negative consequences may in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of
capital, reduced funds available through its financial services operations to provide loans to independent dealers and

their retail customers, and dilution to existing shareholders through the use of alternative sources of capital”. In future filings, we
will include relevant language from the Item 1A risk disclosure regarding the consequences of being unable to meet our funding requirement in the liquidity section that you referenced in your letter. For example, to the extent we have not yet
satisfied our 2009 funding requirements, we will make appropriate additional disclosures in our 2009 first quarter Form 10-Q regarding the consequences of the possible funding shortfall. We plan to provide an update on the status of our funding
requirements in our 2009 first quarter Form 10-Q, in addition to including relevant language from the Item 1A disclosure as noted above.

 Financial
Statements

 Note 2. Additional Balance Sheet and Cash Flow Information

 Cash Flow Information, page 72

2.
We note from your cash flow information on page 72 that proceeds from securitization of retail finance receivables significantly decreased year-over-year from approximately $2.49
billion in 2007 to approximately $468 million in 2008. Also, we note from page 35 that the increase in retail receivables outstanding was driven by a reduction in term-asset backed securitization activity during 2008 due to capital market
volatility. Additionally, as disclosed on page 14, the related tightening of credit has led to more limited availability of funds from financial institutions and other lenders and sources of capital. In this regard, please tell us how you considered
the aforementioned factors in assessing that the retail loans intended for securitization at origination that are classified as finance receivables held for sale (as described on page 65) in the amount of approximately $2.44 billion at
December 31, 2008 are appropriately classified as current assets. As part of your response, please provide us with your overall basis in concluding that these retail loans intended for securitization at origination that are classified as
finance receivables held for sale in the amount of approximately $2.44 billion at December 31, 2008 are appropriately classified as current assets rather than long-term assets. Your response should specifically address why you believe you have
the ability to securitize all of these receivables during your upcoming operating cycle, when only approximately $468 million of such receivables were securitized in 2008. We may have further comment upon receipt of your response.

 Company Response:

 Historically, the
Company has securitized the majority of its held for sale retail finance receivables through the asset-backed securitization market. In 2008, the Company completed only one $540.0 million retail finance receivable securitization transaction as a
result of the illiquidity and volatility in the capital markets. At December 31, 2008, management believed that the U.S. Federal Reserve’s Term Asset-Backed Loan Facility (TALF) program would open up the TALF and non-TALF asset-backed
securitization markets in 2009. As the Company had securitized $2.53 billion and $2.33 billion in retail finance receivables in 2007 and 2006, respectively, management concluded that it could be reasonably expected that $2.44 billion in finance
receivables would be securitizable in a more liquid asset-backed market in 2009. As such, the Company classified the finance receivables held for sale as current at December 31, 2008.

 Certain factors influencing the asset-backed securitization market have changed since December 31, 2008, and
accordingly, we classified approximately $580 million of our held for sale finance receivables as long term at March 29, 2009. Such classification has been reflected in our 2009 first quarter earnings release that we furnished via a Current
Report on Form 8-K dated April 16, 2009. These factors include the delayed release of the TALF program terms and the lower than expected number of investors that have participated in recent TALF eligible transactions. At December 31, the
Company believed that it would be able to complete a securitization transaction in the first quarter of 2009, but due to the factors indicated above, we now believe that the second quarter is a more realistic timetable for our first 2009
securitization transaction. The Company is still optimistic that the TALF program will bring needed liquidity to the securitization market, and based upon the factors affecting TALF and our review of the economic factors influencing our potential
asset-backed securitization activity, we believe at March 29, 2009 that approximately $2.1 billion is the appropriate estimate of the held for sale finance receivables that could be reasonably expected to be securitized in the twelve months
following March 29, 2009 and should be classified as current in our Balance Sheet.

 Note 8. Securitization Transactions, page 78

3.
We note from your disclosure that in conjunction with current and prior year sales, HDFS has investments in retained securitization interests of $330.7 million and $407.7 million at
December 31, 2008 and 2007, respectively. In this regard, please tell us and disclose in the notes to your financial statements in future filings how this investment in retained securitization interests is classified, pursuant to SFAS 115 (i.e.
held-to-maturity, available-for-sale, or trading). Additionally, please revise future filings to include the disclosures outlined in paragraph 19, 20, and 21 of SFAS 115, as applicable.

 Company Response:

 The Company classifies the investment in retained
securitization interests as available-for-sale in accordance with SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115). In future filings, we will disclose this available-for-sale classification in the
notes to the financial statements.

 With respect to the available-for-sale aggregate fair value and comprehensive income disclosures required by paragraphs
19 of SFAS 115, we believe that our current disclosures are in compliance with the required disclosures. We make the required fair value disclosures in Notes 8 and 18 to the Financial Statements and the required comprehensive income disclosures in
Notes 2 and 18.

 Regarding the available-for-sale contractual maturities disclosure required by paragraph 20 of SFAS 115, the retained securitization
interests do not have contractual maturity dates and as such this disclosure is not applicable. The Company does disclose the average life of the related securitization trusts as four years in Note 1 to the Financial Statements.

 Related to the disclosure required for available-for-sale security sales and transfers to the trading category in paragraph 21 of SFAS 115, historically there have been
no available-for-sale retained interest sales or transfers to a trading classification, and as such, no disclosure has been made. The disclosures referenced in paragraph 21 of SFAS 115 related to realized and unrealized gains and losses on
available-for-sale securities and comprehensive income are components of the fair value disclosure in Footnote 18 to the Financial Statements. In future filings, we will include more descriptive disclosure that will clearly state the amount of net
unrealized gains or losses on available-for-sale securities that have been included in accumulated other comprehensive income and the amount of gains and losses that have been reclassified out of accumulated other comprehensive income into earnings
as required by paragraph 21.

 The Company acknowledges as follows: it is responsible for the adequacy and accuracy of the disclosure in the Annual
Report on Form 10-K for the year ended December 31, 2008; Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the Annual Report on Form 10-K for the year
ended December 31, 2008; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions or comments regarding the foregoing responses to the undersigned at (414) 343-7536.

Very truly yours,

 /s/ Thomas E. Bergmann

Thomas E. Bergmann

Executive Vice President and Chief Financial Officer

Mail Stop 3561

April 9, 2009
 Via U.S. Mail and Facsimile

 Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc.  3700 West Juneau Avenue Milwaukee, Wisconsin 53208
RE: Harley-Davidson, Inc.
   Form 10-K for the fiscal  year ended December 31, 2008

File No. 001-09183

Dear Mr. Bergmann:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Thomas Bergmann
Harley-Davidson, Inc.
Page 2

Form 10-K for the fiscal year ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources as of December 31, 2008, page 48
1. We note from your disclosure that y ou have estimated that HDFS’ funding
requirements in 2009 will be approximate ly $1.00 billion in addition to amounts
that may become due in July 2009 if the Company is unable to extend its 364-day
credit facility that is part of the Gl obal Credit Facilities or on March 31, 2009
under the $500 million asset-backed comme rcial paper conduit facility that was
entered into in December 2008.  We also note that you state that no assurance can
be given that the Company’s efforts to pursue the options described in the last
paragraph on page 48 will be successful, and if such efforts are not successful, the company will need to consider other altern atives.   Considering the significance of
HDFS’ 2009 expected funding requirements, pl ease tell us and disclose in future
filings the potentially advers e consequences to your business, future statement of
position, future results of operations and future cash flows if you are unable to
successfully raise your funding requirements in 2009 of approximately $1.00 billion to support HDFS’ lending operations.
  Financial Statements

 Note 2. Additional Balance Sheet and Cash Flow Information

 Cash Flow Information, page 72

2. We note from your cash flow information on page 72 that proceeds from
securitization of retail finance receivabl es significantly decreased year-over-year
from approximately $2.49 billion in 2007 to approximately $468 million in 2008.
Also, we note from page 35 that the incr ease in retail receivables outstanding was
driven by a reduction in term asset-back  securitization activ ity during 2008 due to
capital market volatility.  Additionally, as disclosed on page 14, the related
tightening of credit has led to more limite d availability of funds from financial
institutions and other lenders and sources of capital.  In this regard, please tell us
how you considered the aforementioned fact ors in assessing that the retail loans
intended for securitization at origination th at are classified as finance receivable
held for sale (as described on page 65) in the amount of approximately $2.44
billion at December 31, 2008 are appropriately classified as current assets.  As
part of your response, please provide us with your overall basis in concluding that
these retail loans intended for securitization at origination that are classified as
finance receivable held for sale in th e amount of approximately $2.44 billion at
December 31, 2008  are appropriately classified as current assets rather than long-term assets.  Your response should sp ecifically address why you believe you have

Thomas Bergmann
Harley-Davidson, Inc.
Page 3

the ability to securitize all of these receivables during your upcoming operating
cycle, when only approximately $468 million of such receivables were securitized
in 2008.   We may have further comment upon receipt of your response.

Note 8. Securitization Transactions, page 78
3. We note from your disclosure that in c onjunction with current and prior year
sales, HDFS had investments in retained securitization interests of $330.7 million
and 407.7 million at December 31, 2008 a nd 2007, respectively.  In this regard,
please tell us and disclose in the notes to your financial statements in future filings
how this investment in retained securitization interests is classified, pursuant to SFAS 115 (i.e. held-to-maturity, available- for-sale, or trading).  Additionally,
please revise future filings to include the disclosures outlined in paragraph 19, 20,
and 21 of SFAS 115, as applicable.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Thomas Bergmann
Harley-Davidson, Inc. Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Thomas Bergmann, Chief Financial Officer   (414) 343-4990

January 28, 2008
 Mail Stop 3561
By U.S. Mail and facsimile

Mr. James L. Ziemer Chief Executive Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, WI 53208
Re:  Harley-Davidson, Inc.  Definitive 14A   Filed March 28, 2007
File No. 001-09183

Dear Mr. Ziemer:

We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3314.           S i n c e r e l y ,            D a n i e l  M o r r i s
Attorney-Advisor

CORRESP
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Harley-Davidson, Inc.

3700 West Juneau Ave.
P.O. Box 653
Milwaukee, WI 53201

December 21, 2007

Mr. Daniel
Morris
Attorney-Advisor
Division of Corporation Finance
United States Securities and
Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

 RE:
Harley-Davidson,
Inc.
Definitive 14A
Filed March 28, 2007
File No. 001-09183

Dear Mr. Morris,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter from the Securities and
Exchange Commission (the “Staff”) dated December 10, 2007, with respect to the
Company’s Definitive 14A (Notice of Annual Meeting and Proxy Statement) (“Proxy
Statement”) dated March 26, 2007. To facilitate your review, our responses below
include the Staff’s original comments and have been ordered using numbers that
correspond with those set forth in the Staff’s letter.

1.
We
note your response to prior comment 3, and in particular the first and second
          sentences of that response. Please confirm that you will provide additional
          detail and analysis regarding the specific compensation payable to each named
          executive officer. For each named executive officer, identify not only the
          factors that were used to determine the specific amounts payable for each
          element of compensation, but also how the specific factors affected the final
          determination.

Company response:

The Company will provide additional
detail in future filings concerning how we arrived at and why we paid elements and levels
of compensation and the factors that were considered by the CEO in his actions relating to
the compensation of his direct reports and by the HR Committee with respect to the
compensation of the CEO.

2.
While
we note your response to prior comment 12, please include in future           filings a
more detailed discussion of the material differences in the total           compensation
(and each element of compensation, as applicable) payable to the           named
executive officers. Please confirm that you will comply with prior comment           12
in your future filings.

Company response:

The Company will include in future
filings a more detailed discussion of material differences in total compensation, each
element of compensation, as applicable, and compensation policies with respect to
individual named executive officers including in particular the CEO.

Should you have any questions or wish
to discuss any of our responses, please do not hesitate to call me at 414/343-4750 or Gail
A. Lione, Executive Vice President, General Counsel and Secretary, at 414/343-4044.

Very truly yours,

/s/ James L. Ziemer

James L. Ziemer
President and CEO

Harley-Davidson, Inc.

2

CORRESP
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Harley-Davidson, Inc.

3700 West Juneau Ave.
Milwaukee, WI 53208

James L. Ziemer
President
and Chief Executive Officer

September 21, 2007

Mr. Daniel Morris
Attorney
Advisor
Division of Corporation Finance
United States Securities and Exchange Commission

Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

RE:
Harley-Davidson,
Inc.
Definitive 14A Filed March 28, 2007
File No. 001-09183

Dear Mr. Morris,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter from the Securities and
Exchange Commission (the “Staff”) dated August 21, 2007, with respect to the
Company’s Definitive 14A (Notice of Annual Meeting and Proxy Statement) (“Proxy
Statement”) dated March 26, 2007. To facilitate your review, our responses below
include the Staff’s original comments and have been ordered using numbers that
correspond with those set forth in the Staff’s letter.

Human Resources
Committee, page 19

1.
You
indicate that the human resources committee reviews the compensation of your
               named executive officers. Please clearly state whether compensation for
               executives other than the CEO is ultimately approved by the human
resources                committee. Refer to Item 407(e)(3)(i)(A) of Regulation S-K.

Company response:

On page 33 of the Proxy Statement,
the Company stated that the CEO has the responsibility for determining salary levels of
Functional Leadership Group executives other than the CEO. Salaries of Functional
Leadership Group executives are recommended to or established by the CEO who approves
them before providing them to the Human Resources Committee (“HR Committee”)
for review during the February HR Committee meeting. In addition, the Compensation
Discussion & Analysis discussed the  process by which the HR Committee approves the
following: (i) performance measures and goals for all of the Company’s short term
incentive plans; and (ii) a combination of stock option and restricted stock grants based
on a formula calculation for all eligible employees, including the named executive
officers. However, the Company will address this comment in future filings by stating
more clearly whether the HR Committee ultimately approves components of compensation for
executive officers(1). For example, we will state that the committee reviews,
but does not approve, base salaries for named executive officers other than the CEO.

Certain Transactions,
page 25

2.
Please
disclose your policies with respect to related person transactions.
               Although we note the final paragraph of the Nominating and Corporate
Governance                Committee report, we believe additional detail regarding the
review and approval                of related person transactions is necessary. Refer to
Item 404(b) of Regulation                S-K.

Company Response:

On page 20 of the Proxy Statement, we
disclosed that the HR Committee reviews potential conflicts of interest involving any
executive officer other than the CEO, and on page 22 of the Proxy Statement, we disclosed
that the Nominating and Corporate Governance Committee (the “Nominating
Committee”) reviews potential conflicts of interest involving the CEO or any
director. On page 25 of the Proxy Statement, we disclosed each related party transaction
and noted that, in the case of directors, the Nominating Committee considered the
relationship under our Conflict of Interest Process for Directors and Executive Officers
and that, in the case of executive officers, the HR Committee considered the relationship
under that same process.

In fact, the Company has had a
Conflict of Interest Process for Directors and Executive Officers in place in its current
form since 2003, and it is available to the public via our website. Under this process, in
the case of a potential conflict involving the CEO or a director, the issue is submitted
to the chairperson of the Nominating Committee (in the case of a conflict involving
such chairperson, the issue is submitted to the entire Nominating Committee without the
chairperson present) to determine whether an actual conflict exists.  The chairperson
(or the Nominating Committee in the case of a conflict involving the chairperson)
determines whether an actual conflict exists.  If the
chairperson determines that an actual conflict exists, then the issue is brought
to the full Nominating Committee to decide whether an actual conflict exists. If a
determination is made that an actual conflict exists, then the Nominating Committee
determines whether to waive the conflict or require the CEO or director to remove the
conflict.

In the case of a potential conflict
involving executive officers, the issue is submitted to the Vice President and General
Counsel of the Company (in the case of a conflict involving the Vice President and General
Counsel, the issue is submitted to the CEO) to determine whether an actual conflict
exists.  The Vice President and General Counsel (or the CEO in the
case of a conflict involving the Vice President and General Counsel) determines whether an
actual conflict exists.  If a determination is made that an actual conflict
exists, then the issue is brought to the Chair of the HR Committee to decide whether an
actual conflict exists.  If the chairperson of the HR Committee determines that
an actual conflict exists, then the issue is brought to the full HR Committee to
decide whether an actual conflict exists.   If the HR Committee
determines that an actual conflict exists, then the HR Committee determines whether
to waive the conflict or require the executive to remove the conflict.

     1
          For Securities and Exchange Commission purposes, the members of the
          Company’s Leadership and Strategy Council (which functions similarly to an
          executive committee) are considered to be the Company’s executive officers.
          The Leadership and Strategy Council is a subset of the Company’s Functional
          Leadership Group whose members consist of the leaders of the functional areas of
          Harley-Davidson Motor Company Operations, Inc., Harley-Davidson Motor Company
          Group, Inc., Harley-Davidson Motor Company, Inc. (collectively, these entities
          are referred to as the “Motor Company”), Harley-Davidson Financial
          Services, Inc., Buell Motorcycle Company, LLC and Harley-Davidson, Inc.

2

If a conflict is waived, the
shareholders must be promptly notified. Generally, the Company has disclosed the waiver of
conflicts associated with related party transactions in the Proxy Statement because these
conflicts have involved historical ordinary course relationships.

The Company will address this comment
in future filings by disclosing in more detail our policies with respect to related person
transactions.

Compensation Discussion
and Analysis, page 30

3.
Please
expand your analysis of the elements and levels of compensation paid to
               the named executive officers. Throughout your Compensation Discussion &               Analysis
and as to each compensation element, provide an analysis of how you
               arrived at and why you paid each particular level and form of compensation
for                2006. Please provide a reasonably complete analysis of the specific
factors                considered by the committee in ultimately approving particular
pieces of each                named executive officers’ compensation package and
describe the reasons why                the committee believes the amounts paid to each
named executive officer are                appropriate in light of the various items
considered in making specific                compensation decision.

Company Response

The Company will attempt to address
this comment in future filings by providing additional detail concerning how we arrived at
and why we paid elements and level of compensation and the factors that were considered by
the CEO in his actions relating to the compensation of his direct reports and by the HR
Committee with respect to the compensation of the CEO. However, the Company generally
believes its Compensation Discussion & Analysis included an analysis of the elements
and levels of compensation paid to the named executive officers that was responsive to the
requirements. For example, the disclosure explains why we pay base salaries, how we set
midpoints (relative to benchmarking surveys previously disclosed), other factors
considered in setting individual executives’ salaries and the process for approving
salaries. Similarly, we disclosed information about short-term incentive compensation such
as its purpose, the process for approval and that target payouts are set at or above the
market median. There is comparable disclosure for long-term incentives and benefits. The
Company does not understand Item 402(b) of Regulation S-K to require the Company to
specifically explain and justify the amount of each element of each individual named
executive officer’s compensation, which among other things could involve disclosure
of sensitive personnel information.

4.
Your
disclosure suggests that different elements of compensation (such as base
               salary and incentive compensation) are significantly impacted by
individual                performance. Provide an analysis of how individual performance
contributed to                actual 2006 compensation for the named executive officers,
including specific                contributions the compensation committee considered in
its evaluation, and if                applicable, how they were weighted and factored
into specific compensation                decisions. See Item 402(b)(2)(vii) of
Regulation S-K.

3

Company Response

Named executive officers, as well as
other salaried employees, annually review and prepare commitments which are generally
goals to be achieved within a given timeframe. The CEO meets with his direct reports, and
the other named executive officer meets with the President of the Motor Company, to review
and discuss these commitments. At the end of each year, the CEO meets with his direct
reports, and the other named executive officer meets with the President of the Motor
Company, for their year-end performance assessment at which time they are evaluated on the
degree of achievement against their commitments. As indicated in our response to question
1, the base salaries of the named executive officers are recommended to or established by
the CEO taking into account current compensation levels, competitive market data provided
by Mercer Human Resource Consulting (“Mercer”) and the results of this
assessment. Generally, no factor is weighted more heavily than any other.

In the case of the CEO, the HR
Committee annually reviews the performance of the CEO as described on page 20 of the Proxy
Statement. The HR Committee receives an analysis, on an annual basis, from Mercer that
benchmarks the CEO compensation with that of actual proxy data from our comparator group
of companies as well as survey data. Based upon this benchmarking, the consultant provides
a range of recommendations for the HR Committee to consider. The HR Committee also
considers such factors as general financial performance of the Company, succession
planning and talent development, strategy development and any other commitments agreed to
by the CEO and the Nominating Committee. The HR Committee makes a recommendation to the
Nominating Committee based upon this data and its review of the CEO’s performance.
Generally, no factor is weighted more heavily than any other.

Short term incentive pay (as
historically approved by the HR Committee) for employees, including the named executive
officers, has no element of individual performance except to the extent that participants
in the Corporate STIP may have their STIP payments reduced based upon a recommendation of
the CEO. Long term incentive awards can vary based upon individual performance, potential
long-term contribution to the Company, potential to advance within the Company or other
factors such as retention risk. Generally, no factor is weighted more heavily than any
other.

The Company will attempt to address
this comment in future filings by providing additional detail of factors that were
considered in establishing the compensation of the named executive officers.

5.
In
the first paragraph of this section you identify certain individuals as
               members of your “FLG.” However, your disclosure on page 5
suggests                that the Vice President, New Business of the Motor Company would
not qualify as                a member of the FLG. Please explain or revise your
disclosure to address the                ways in which the policies and procedures which
apply to Mr. Hutchinson differ                from those applicable to the FLG. In
addition, consider revising throughout your                disclosure to use the term
“Functional Leadership Group” instead of                its acronym.

Company Response

The Vice President, New Business is a
member of the Functional Leadership Group. The last sentence of the opening paragraph on
page 30 of the Proxy Statement in the Compensation Discussion and Analysis section states
that we are listing the named executive officers, who are among the Functional Leadership
Group. In addition, on page 5 of the Proxy Statement we state that all of the leaders of
the Motor Company’s functional areas and a number of other officers of the Company or
its subsidiaries serve as members of the Functional Leadership Group. The reason for the
added description for the Vice President, New Business was to make clear that this
individual’s job function changed during the calendar year. However, he was and is
still a member of the Functional Leadership Group.

In future filings, the Company will
revise its disclosure to refer to the FLG as the Functional Leadership Group.

4

Use of Consultants and
Other Advisors, page 31

6.
You
have identified the companies comprising the peer group that you have relied
               upon for benchmarking purposes. If you have benchmarked different elements
of                your compensation against different benchmarking groups, please
identify the                companies that comprise each group. Refer to Item
402(b)(2)(xiv) of Regulation                S-K. This disclosure should include a
discussion of where you target each                element of compensation against the
peer companies and where actual payments                fall within targeted parameters.
To the extent actual compensation was outside a                targeted percentile range,
please explain why.

Company Response

In addition to the peer group
companies disclosed on page 31 of the Proxy Statement, additional compensation survey
sources were used for benchmarking purposes, including Mercer’s Executive
Compensation Survey, Mercer’s Executive Pay and Performance Survey, Watson
Wyatt’s Top Management Survey, Towers Perrin’s Executive Compensation Database,
Hewitt’s Total Compensation Management Industrial and Service Executive Compensation
Survey, and the Mercer/Wall Street Journal 350 Study. We have utilized general industry
data and, where available by survey, manufacturing industry data. All survey data was size
adjusted, using regression analysis to normalize to a revenue size of $6 billion where
regression relationships existed, and using similarly-sized tabular data where regression
relationships were not provided. This data was used to provide market reference points for
all components of compensation for the named executive officers.

Our compensation philosophy
emphasizes pay for performance by targeting base salary midpoints for Functional
Leadership Group at or below the market median of the comparator organizations. We target
short-term incentive opportunities and equity-based awards at or above the market median
of the compar

Mail Stop 3561
        January 19, 2007

Via Fax & U.S. Mail

Mr. Thomas E. Bergmann
Chief Financial Officer
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 3, 2006
 File No. 001-09183

Dear Mr. Bergmann:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
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filename1.htm

January 8, 2007

Ms. Linda Cvrkel
Branch
Chief
Division of Corporation Finance
United States Securities and Exchange Commission

Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

RE:
Harley-Davidson,
Inc. Form 10-K for the year ended December 31, 2005 File No. 001-09183

Dear Ms. Cvrkel,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and
Exchange Commission (the “Staff”) dated December 18, 2006, with respect to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2005   and the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2006. To
facilitate your review, our responses below include the Staff’s original comments
and have been ordered using numbers that correspond with those set forth in the Staff’s
letter.

Form 10-K for the year
ended December 31, 2005

Consolidated Statement of
Cash Flows, page 54

1.
We
note from your response to our prior comment 7 that the overall impact of the
               reclassifications was not material to the 2004 or 2003 financial
statements                included in the 2005 Form 10-K. However, it appears from the
amounts included in                your response that the reclassification materially
affected cash from operations                in 2004 and 2003. Therefore we believe that
this change should be treated as a                correction of an error rather than a
reclassification and should be presented as                a restatement of your
financial statements. Please revise your filing to present                the changes
made to the classification of retail finance receivables as a                correction
of an error and include the disclosures set forth by APB 20.

1

Company
response:

The
Company respectfully requests that the Staff reconsider its conclusion in light of the
following.

The
Company’s conclusion regarding the immateriality of the changes to its cash from
operations for 2004 and 2003 was based on a careful consideration of the surrounding
quantitative and qualitative factors. The Company recognizes that the amounts involved in
the reclassifications as a percentage of cash from operations exceed commonly used “rule
of thumb” measures for determining if an item might be material. However, in this
circumstance, the Company believes it has correctly concluded that these
reclassifications are immaterial based on further consideration of the qualitative
factors related to these changes. In fact, none of the qualitative factors discussed in
SAB 99 that may lead to a conclusion that an item is material are present in this
circumstance. In addition, the Company’s consistent growth over the last decade has
resulted in a reliable trend of high-quality cash flows from operations which have
consistently increased from year to year. This trend, which the Company believes is a
very important factor for investors, was unaffected by the reclassifications.
Additionally, because the reclassifications related solely to cash flows from the
origination and sale of retail loans, which are viewed in the aggregate by investors, the
Company believes that it is highly unlikely that an investor’s assessment of the
Company’s cash flows would have been different or influenced had the original 2004
and 2003 financial statements reflected this change. The Company’s interactions with
investors and analysts subsequent to these reclassifications have supported this
conclusion. For these reasons in addition to those outlined in the Company’s
original response, the Company firmly believes, and its auditors concur, that when all
aspects of these changes are considered the reclassifications do not rise to a level of
materiality that would require the restatement of its financial statements.

Furthermore,
because a restatement would not result in changes to the numbers presented in the “Restated” statement
of cash flows relative to those that the Company presented as part of the 2005 financial
statements, the Company does not believe that recharacterizing the change as a correction
of an error would provide any additional substantive information and, as a result, it is
likely that it will only be a source of confusion to investors. As the Staff has
indicated, a restatement of the Company’s 2005 financial statements for the purpose
of presenting the changes made to the classification of retail finance receivables as a
correction of an error would require disclosures set forth by paragraph 36 and 37 of APB
20 and paragraphs 18 and 19 of APB 9. Based on the existing disclosures describing these
changes, included in Note 1 to the Company’s 2005 financial statements, the Company’s
2005 financial statements substantially satisfy the requirements of APB 20 and APB 9 as
they relate to a prior period correction of an error that does not affect the income
statement.

Therefore,
the changes associated with restating the 2005 financial statements would be limited to
the recharacterization of these items as “corrections of errors” vs. “reclassifications”,
the addition of the term “Restated” over the 2003 and 2004 columns of the
statement of cash flows and an explanatory note in the auditor’s opinion. The
Company believes that these changes would likely lead investors to incorrectly conclude
that the restatement of the 2005 financial statements resulted in changes to the numbers
presented in the “Restated” statement of cash flows.

We
firmly believe that the Company’s presentation of the changes to its 2004 and 2003
statements of cash flows as part of the 2005 financial statements was reasonable,
appropriate and transparent to investors. The Company believes that its conclusions
regarding the materiality of these reclassifications are also appropriate and its
auditors have agreed. A restatement for the purpose of recharacterizing these changes as
corrections of errors is unwarranted given their non-impact on the financial statements
taken as a whole. Moreover, with the Staff’s proposed restatement, there is not only
a significant potential for investor confusion, but also potential damage to shareholder
value. We believe either result would be contrary to what is intended by the Staff.

2

Form 10-Q for the year
ended June 25, 2005

Managements Discussion
and Analysis

2.
We
note from your response to our prior comment 11 that for options granted
               prior to the adoption of SFAS No. 123(R) you have recognized and will
continue                to recognize the cost of the grant over the four-year vesting
period and for                options granted subsequent to the adoption of SFAS 123(R)
you recognize the full                cost of the grant on the date of grant. Please
revise future filings to disclose                the impact of this change in policy, to
the extent the amounts are material, so                that investors can compare the
results of operations pre and post adoption of                SFAS 123(R).

Company
Response:

The
Company has recognized and will continue to recognize the cost of grants of options
granted prior to the adoption of SFAS No. 123(R) that contained accelerated vesting
provisions over the explicit four-year vesting period. However, the cost associated with
these grants is not material.

As
of the January 1, 2005, the date the Company adopted SFAS 123(R), the unrecognized cost
of the grants described above was $5.1 million. This cost was recognized or is expected
to be recognized in stock compensation expense during 2005, 2006, 2007 and 2008 in the
following amounts: $4.8 million, $.2 million, $0.1 million and $0.01 million,
respectively. In 2005, the amount recognized was less than 0.5% of pretax income. In
future years, based on the lower expense expected in 2006-2008, these amounts are likely
to be less than 0.01% of pretax income. Therefore, the Company has concluded that such
amounts are immaterial and do not require disclosure.

The Company acknowledges as follows:
it is responsible for the adequacy and accuracy of the disclosure in the Annual Report on
Form 10-K for the year ended December 31, 2005 and the Quarterly Report on Form 10-Q for
the quarter ended June 25, 2006; Staff comments or changes to disclosures in response to
Staff comments do not foreclose the Commission from taking any action with respect to the
Annual Report on Form 10-K for the year ended December 31, 2005 and the Quarterly Report
on Form 10-Q for the quarter ended June 25, 2006; and the Company may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please direct any questions or
comments regarding the foregoing responses to the undersigned at (414) 343-7536.

Very truly yours,

/s/ Thomas E. Bergmann
Thomas
E. Bergmann
Vice President and Chief
Financial Officer

3

Mail Stop 3561
        December 18, 2006

Via Fax & U.S. Mail

Mr. Thomas E. Bergmann
Chief Financial Officer
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 3, 2006
 File No. 001-09183

Dear Mr. Bergmann:

We have reviewed your response letter  dated December 6, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Consolidated Statements of Cash Flows, page 54

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
December 18, 2006 Page 2

1. We note from your response to our prior co mment 7 that the overall impact of the
reclassifications was not material to the 2004 or 2003 financial statements
included in the 2005 Form 10-K.  However,  it appears from the amounts included
in your response that the reclassification ma terially affected cas h from operations
in 2004 and 2003.  Therefore we believe that  this change should be treated as a
correction of an error rather than a recl assification and should be presented as a
restatement of your financial statements.  Please revise your filing to present the
changes made to the classification of reta il finance receivables as a correction of
an error and include the disc losures set forth by APB 20.

Form 10-Q for the quarter ended June 25, 2006

Management’s Discussion and Analysis

2. We note from your response to our prior comment 11 that for options granted
prior to the adoption of SFA S No. 123(R) you have recognized and will continue
to recognize the cost of the grant over the four-y ear vesting period and for options
granted subsequent to the adoption of SFAS No. 123(R) you recognize the full
cost of the grant on the date of grant.  Please revise future filings to disclose the impact of this change in policy, to the extent the amounts are material, so that
investors can compare results of opera tions pre and post adoption of SFAS
123(R).

********

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

December 6, 2006

Ms. Linda Cvrkel
Branch Chief

Division of Corporation Finance
United States Securities and Exchange Commission
Mail
Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

RE:
Harley-Davidson,
Inc.
Form 10-K for the year ended December 31, 2005
File No. 001-09183

Dear Ms. Cvrkel,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and
Exchange Commission (the “Staff”) dated November 7, 2006, with respect to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2005  and the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2006.
Harley-Davidson Financial Services, Inc. (“HDFS”) is a wholly owned subsidiary
of the Company. To facilitate your review, our responses below include the Staff’s
original comments and have been ordered using numbers that correspond with those set
forth in the Staff’s letter.

Form 10-K for the year
ended December 31, 2005

Item 6. Selected
Financial Data, page 29

1.
Please
revise future filings to either disclose or cross-reference to a
                    discussion thereof, any factors that materially affect the
comparability of the                     information provided in your Selected Financial
Data. Such items may include,                     but not be limited to, business
acquisitions or dispositions, accounting changes                     or other significant
our unusual items which may be helpful to an                     investor’s
understanding of the selected financial data. Refer to the
                    requirements of Item 301 of Regulation S-K.

Company
response:

In
future filings, the Company will include, under Item 6. Selected Financial Data, notes or
cross-references to information that describes factors, if any, that materially affect
the year-to-year comparability of data in the table. This information will be provided
consistent with the requirements of Item 301 of Regulation S-K.

1

Management’s Discussion and
Analysis
Results of Operations 2005 Compared to 2004, page 31

2.
We
note that your discussion of the changes in gross profit lists several
                    factors that contributed to the increase in gross margin from 2004 to
2005,                     however the factors are not quantified as to how much each
contributed to the                     increase. Please revise future filings to discuss
and analyze cost of sales                     (rather than margins) for each period.
Because margins are impacted by both net                     sales and cost of sales, we
believe a separate discussion of cost of sales would                     be beneficial.
Please expand your discussion of cost of sales and operating
                    expenses, or selling, administrative and engineering expenses to
quantify and                     discuss significant cost components within these broad
categories, such as price                     increases, product costs, product
development costs, marketing costs,                     depreciation and amortization,
and any other significant components that would                     enable readers to
understand your business better. For example, you state that                     the
increase in gross margin in 2005 was due in large part to the favorable
                    motorcycle product mix shipped during the year and also benefited
from wholesale                     price increases, lower costs from manufacturing
efficiencies and a decrease in                     compensation plan costs, but you do
not quantify these changes or provide the                     actual cost figures
necessary to put these changes in the proper context.

Company
response:

In
future filings, the Company will provide a separate discussion of cost of goods sold
under Management’s Discussion and Analysis of Results of Operations. The Company
will enhance its discussion of cost of goods sold and operating expenses by including,
when material, a quantification of the item(s) that drove the period-to-period changes in
these categories. The Company will also consider quantifying and disclosing significant
components of cost contained within the broader categories of “cost of goods sold” and
“operating expenses” when such items are material or otherwise meaningful to
understanding the changes occurring in the broader categories.

Critical Accounting Policies, page 39
—General

3.
We
note that your discussion of critical accounting policies includes finance
                    receivable securitizations, finance receivable credit losses, and
pensions. In                     future filings, please consider including a discussion
of stock based                     compensation, and the provision for income taxes as
part of your critical                     accounting policies. See SEC Release No.
33-8350.

Company
response:

In
future filings, the Company will include a discussion of the provision for income taxes
and stock based compensation as part of its critical accounting policies disclosure.

2

Pensions

4.
We
note your disclosure that as of the most recent measurement date you lowered
                    the discount rate assumption from 6.25% to 5.5% and reset the
assumption for                     healthcare trend rates. Please explain to us, and
disclose in future filings,                     the reasons for these changes in
assumptions.

Company
Response:

The
Company lowered its discount rate assumption and reset its assumption for healthcare
trend rates at its September 30, 2005 measurement date based on the factors set forth
below. A summarized rationale for such changes will be included in future filings.

Discount
rate:
The Company determines its discount rate assumptions by referencing high-quality
long-term bond rates. The Company also considers the duration of its own benefit
obligations in selecting an assumed discount rate. The Company’s information
regarding returns on high quality bonds at September 30, 2005 shows a Moody’s Aa
bond rate of 5.36%. In addition, utilizing a hypothetical yield curve developed from high
quality long-term bonds, with maturities that mirror the Company’s expected payouts,
the Company calculates a discount rate of 5.64%. Given this, a discount rate of 5.5% was
appropriate as of September 30, 2005.

Healthcare
trend rate:
The Company determines its healthcare trend assumption by considering factors
such as estimated health care inflation, the utilization of healthcare benefits and
changes in the health of plan participants.  This information is generally obtained
through analysis of the Company’s own healthcare cost data as well as through
reviews of external data including regional and national healthcare cost trends. Based on
the Company’s assessment of this data as of September 30, 2005, it reset its initial
healthcare cost trend rate to 10% and extended the date it expects to reach its ultimate
rate of 5% from 2007 to 2010.

Liquidity and Capital
Resources as of December 31, 2005 page 44

5.
We
note that your liquidity section includes a discussion of liquidity for the
                    years ended December 31, 2005 and 2004. In future filings, expand
your liquidity                     discussion to cover the three-year period covered by
the financial statements,                     using year-to-year comparisons or any other
format to enhance the reader’s                     understanding. Refer to
Instruction 1 to paragraph 303(a) of Regulation S-K.

Company
Response:

The
Company’s discussion of liquidity is intended to provide investors with an
understanding of its ability to meet its current and future cash requirements. In order
to demonstrate this ability, the Company has, in past filings, included a brief
discussion of year-to-year changes in cash flows. In future Form 10-K filings, the
Company will expand its year-to-year comparisons to include the third year of the
three-year period covered by the financial statements.

3

Consolidated Statements
of Cash Flows, page 54

6.
We
note your presentation of net (decrease) increase in finance-credit
                    facilities and commercial paper as a financing activity on the face
of the                     statements of cash flow. Please explain to us why you believe
it is appropriate                     to present the changes of the finance credit
facilities and commercial paper as                     “net” rather than “gross” on
the face of the statements of                     cash flow. Please note that we believe
that generally, information about gross                     amounts of cash receipts and
cash payments during a period is more relevant than                     information about
the net amounts of cash receipts and payments. See paragraphs                     11-13
of SFAS No. 95.

Company
Response:

The
finance debt arrangements of HDFS include commercial paper and borrowings under revolving
credit facilities. In 2003, 2004 and 2005, more than 95% of the maturities from
commercial paper and revolving credit facility borrowings were less than 90 days.

Paragraph
13 of SFAS No. 95 states that certain items, such as debt, qualify for net reporting
“because their turnover is quick, their amounts are large and their maturities are
short”. It also states that in order for debt instruments to qualify for net
reporting the original maturity of the liability must be three months or less.

Due
to the nature and terms of our commercial paper and revolving credit facility activity,
the Company believes that net reporting is appropriate for our borrowing activity.

7.
We
note your disclosure that a reclassification was made in December 2005 to
                    present the “origination of retail finance receivables held for
sale,”                    “collections on retail finance receivables held for
sale,” and                     “proceeds from securitization of retail finance
receivables” as                     operating activities, rather than investing
activities, in the statements of                     cash flows. Please explain to us the
basis for this reclassification made during                     December 2005, including
the nature of any changes in the business or in                     management’s
assumptions between December 31, 2004 and 2005. Describe for                     us in
detail why each of the amounts for “origination of retail finance
                    receivables held for sale,” “collections on retail finance
                    receivables,” and “proceeds from securitization of retail
finance                     receivables” were considered appropriately presented as
investing                     activities during the year ended December 31, 2004 but were
determined to be                     operating activities during the year ended December
31, 2005. In light of the                     reclassifications made to the statements of
cash flows for the year ended                     December 31, 2004, we do not understand
why the activities, regardless of                     whether finance receivables held
for sale were separately presented on the face                     of the balance sheet
in prior years, were not reclassified to cash flows from                     operating
activities during 2004. Also, please tell us why you believe the
                    changes to operating activities on the statements of cash flows are
                    appropriately presented as a reclassification rather than a
correction of an                     error. It appears based on the disclosures provided
in the notes to your                     financial statements that this should be treated
as a restatement of your                     financial statements.

Furthermore,
given that it appears to be a restatement, please tell us why the auditors have not
included a reference to the restated amounts in their audit opinion. Additionally, please
explain to us what consideration was given to this change in accounting for and
classifying the finance receivables in your balance sheet and statements of cash flows in
your evaluation of internal controls over financial reporting. Your response should
explain in detail why you do not believe this change in accounting or correction of an
error is not a material weakness in your internal controls. We may have further comment
upon receipt of your response.

4

Company
Response:

During
2005, the Company reviewed its process for funding its retail financing business,
including determinations whether to securitize its retail finance receivables. This
process generally involves considering a specified group of retail finance receivables
(which meet certain criteria) for securitization on a quarterly basis; however, the
frequency and timing of securitization transactions varies. The Company’s process
for determining its intent to securitize its retail finance receivables contemplates such
factors as the interest rate environment, competitive lending factors, credit mix of
retail finance receivables, as well as other sources of liquidity such as the Company’s
commercial paper program. In connection with the 2005 review, the Company formally
documented that during this process, these factors are contemplated at or prior to
origination and consequently, a determination of the Company’s intent to securitize
certain finance receivables is made at origination. Accordingly, the Company began
classifying these retail finance receivables as “held for sale” in the balance
sheet and their related cash flows have been included in the operating section of the
statement of cash flows.

The
Company also considered its prior year retail finance receivable activities and related
financial statement presentation in light of the review performed in 2005 and determined
that many of the same evaluative criteria resulting in the 2005 classification of the
retail finance receivables as held for sale existed in 2004 and 2003 as well.
Consequently, the presentation of retail finance receivable amounts related to prior
periods for retail finance receivables meeting the same criteria was conformed to the
2005 presentation in the Company’s 2005 financial statements.

In
evaluating the materiality of conforming the prior period presentation to the 2005
presentation, the Company considered both the quantitative and qualitative factors
established in the Staff Accounting Bulletin Number 99 – Materiality.

The
Company considered the following specific factors:

•
The
Company has a track record of increasing cash flows from operating activities from year
to year; reclassifying the cash flows did not have an effect on this trend from 2003 to
2004.

     Cash from operations

in millions
     2005
     2004
     2003

Original presentation

       n/a

     $  969.7

     $  662.7

     Reclassification
       n/a

       137.5

       66.2

     Presentation in 2005 Form 10-K
     $  960.5

     $  832.2

     $  596.5

•
The
reclassifications had no impact on the total cash flows in 2004 or 2003.

•
Prior
to the reclassification, finance receivables held for sale were combined with finance
receivables held for investment under line items captioned “Current portion of
finance receivables, net” and “Finance receivables, net” (non current
assets). As a result of the reclassifications, finance receivables held for sale were
segregated under a new line item captioned “Finance receivables held for sale.” Therefore,
the sum total of line items captioned “Finance receivables…” was not
affected by the reclassification, nor were any other balance sheet line items.

5

•
The
reclassifications had no effect on reported net income or earnings per share and as a
result did not have any effect on the Company’s performance relative to the
published expectations of outside analysts or in any way impact the Company’s
earnings-based incentive pay programs.

•
The
r

Mail Stop 3561
        November 7, 2006

Via Fax & U.S. Mail

Mr. Thomas E. Bergmann
Chief Financial Officer
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 3, 2006
 File No. 001-09183

Dear Mr. Bergmann:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data, page 29

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 2

1. Please revise future filings to either disclose or cross-reference to a discussion
thereof, any factors that materially aff ect the comparability of the information
provided in your Selected Financial Data . Such items may include, but not be
limited to, business acquisitions or disp ositions, accounting changes or other
significant or unusual items which may be helpful to an investor’s understanding
of the selected financial data.  Refe r to the requirements of Item 301 of
Regulation S-K.

Management’s Discussion and Analysis

– Results of Operations 2005 Compared to 2004, page 31

2. We note that your discussion of the change s in gross profit lists several factors
that contributed to the increase in gross margin from 2004 to 2005, however the factors are not quantified as to how much each contributed to the increase.  Please
revise future filings to discuss and analy ze cost of sales (rather than margins) for
each period.  Because margins are impacted by both net sales and cost of sales, we believe a separate discussion of cost  of sales would be beneficial.  Please
expand your discussion of cost of sa les and operating expenses, or selling,
administrative and engineering expenses, to quantify and disc uss the significant
cost components within these broad categ ories, such as price increases, product
costs, product development costs, market ing costs, depreciation and amortization,
and any other significant components that  would enable read ers to understand
your business better.  For example, you state that the increase in  gross margin in
2005 was due in large part to the favor able motorcycle product mix shipped
during the year and also benefited from  wholesale price increases, lower costs
from manufacturing efficiencies and a d ecrease in compensation plan costs, but
you do not quantify these change s or provide the actual co st figures necessary to
put these changes in proper context.

Critical Accounting Policies, page 39

- General

3. We note that your discussion of critic al accounting policies includes finance
receivable securitizations, finance receivable credit losses, and pensions.  In
future filings, please consider including a discussion of stock based compensation, and the provision for income taxes as part of your critical accounting policies.   See SEC Release No. 33-8350.

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 3

– Pensions

4. We note your disclosure that as of the most recent measurement date you lowered
the discount rate assumption from 6.25% to 5.5% and reset the assumption for
healthcare trend rates.  Please explain to us, and disclose in future filings, the
reasons for these changes in assumptions.

Liquidity and Capital Resources as of December 31, 2005, page 44

5. We note that your liquidity s ection includes a discussion of liquidity for the years
ended December 31, 2005 and 2004.  In future filings, expand your liquidity discussion to cover the three-year period covered by the financial statements, using year-to-year comparisons or any other format to enhance the reader’s understanding.  Refer to Instru ction 1 to paragraph 303(a) of Regulation    S-K.

Consolidated Statements of Cash Flows, page 54

6. We note your presentation of net (decrease ) increase in finance-credit facilities
and commercial paper as a financing activity on the face of the statements of cash flow.  Please explain to us why you believe it is appropria te to present the changes
in the finance credit facilities and commerci al paper as “net” rather than “gross”
on the face of the statements of cash fl ow.  Please note that we believe that
generally, information about the gr oss amounts of cash receipts and cash
payments during a period is more relevant than information about the net amounts of cash receipts and payments.  See paragraphs 11-13 of SFAS No. 95.

7. We note your disclosure that a recla ssification was made in December 2005 to
present the “origination of retail finance r eceivables held for sa le,” “collections on
retail finance receivables held for sale,” and “proceeds from securitization of retail finance receivables” as operating activities, rather than investing activities, in the statements of cash flows.  Please explain to us the basis for this reclassification made during December 2005, including the nature of any changes
in the business or in management’s assumptions between December 31, 2004 and 2005.  Describe for us in detail why each of  the amounts for “origination of retail
finance receivables held for sale,” “collections on retail finance receivables held for sale,” and “proceeds from securitizati on of retail finance receivables” were
considered appropriately presented as i nvesting activities during the year ended
December 31, 2004 but were determined to be operating activities during the year ended December 31, 2005.  In light of the r eclassifications made to the statements
of cash flows for the year ended December 31, 2004, we do not understand why these activities, regardless of whether finance receivables held for sale were

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 4

separately presented on the face of the balance sheet in prior years, were not
reclassified to cash flows from operati ng activities during 2004.  Also, please tell
us why you believe the changes to operati ng activities on the statements of cash
flows are appropriately presented as a recl assification rather than a correction of
an error.  It appears based on the di sclosures provided in the notes to your
financial statements that this should be treated as a restatem ent of your financial
statements.

Furthermore, given that it appears to be  a restatement, please tell us why the
auditors have not included a reference to the restated amounts in their audit
opinion.  Additionally, please explain to us what consideration was given to this
change in accounting for and classifying the finance receivables in your balance
sheet and statements of cash flows in your  evaluation of inte rnal controls over
financial reporting. Your response shoul d explain in detail why you do not believe
this change in accounting or correction of an error is not a material weakness in
your internal controls.  We may have  further comment upon receipt of your
response.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies
- Revenue Recognition, page 61

8. We note your disclosure that you offer sa les incentive programs to dealers and
distributors and the costs are recognized as revenue redu ctions and are accrued at
the later of the date the related sales are recorded or the date the incentive
program is approved and communicated.  Plea se tell us, and disclose in future
filings, the nature of the sales incentiv es offered to your customers.  Also,
consider revising future filings to incl ude a discussion of the sales adjustments
made to gross sales, in your Critical  Accounting Policies and Estimates section.

Note 4. Financial Services  – Finance Debt, page 70

9. We note your disclosure that HDFS is s ubject to various operating and financial
covenants related to the Global Credit Fac ility and the Notes.  Please tell us, and
disclose in future filings, th e nature of any restrictive covenants (e.g., restrictions
on additional borrowings, obligations to maintain minimum working capital or
restrict dividends) and assets mortgaged, pledged, or otherwise subject to lien.
See paragraphs 18-19 of SFAS No. 5.

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 5

Item 9A. Controls and Procedures, page 90

10. We note that in your evaluation of disclosu re controls and procedures you refer to
Rule 13a-15(e). Please note that the rules regarding the defin ition of disclosure
controls and procedures are located in  Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934.  Please re fer to the appropriate Rules and state
that your conclusion is “as of the end of the period covered by the report.”  See
Item 307 of Regulation S-K.  Additio nally, we note your disclosure that
management has concluded that the disclosure controls an d procedures “were
effective as of the date of such evalua tion to ensure that material information
relating to the Company, including its c onsolidated subsidiaries, was made known
to them by others within those entities, pa rticularly during the period in which this
Annual Report on Form 10-K was being prep ared.”   In future filings, please
revise your disclosure to cl arify, if true, that your officers concluded that your
disclosure controls and procedures are effective to ensure that information
required to be disclosed by you in the re ports that you file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms and to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is ac cumulated and communicated to your
management, including its principal executive  and principal financial officers, or
persons performing similar functions, as  appropriate to allow timely decisions
regarding required disclosure.  Otherwise, please simply conclude that your disclosure controls and procedures are e ffective or ineffective, whichever the case
may be.

Form 10-Q for the quarter ended June 25, 2006

Management’s Discussion and Analysis

11. We note your disclosure that during the first six months of 2005, stock
compensation expense was higher primarily as a result of the accelerated amortization of expense for stock awards granted to the Company’s former Chief
Executive Officer.  Please explain to us when the acceleration of the vesting of these stock awards occurred and the reason s for the acceleration.  Also, tell us if
there were any other stock awards for which vesting has been accelerated.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 6

investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief