SecProbe.io

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 February 20, 2026

Robert Larsen
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078-2648

 Re: Titan Machinery Inc.
 Form 10-K for Fiscal Year Ended January 31, 2025
 File No. 1-33866
Dear Robert Larsen:

 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 Trade &
Services
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 Document                  644 East Beaton Drive West Fargo, North Dakota 58078 Phone: (701) 356-0130 Fax: (701) 356-0139 February 17, 2026 VIA EDGAR CORRESPONDENCE Ms. Ta Tanisha Meadows Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. St., N.E. Washington, D.C. 20549 Re:    Titan Machinery Inc.     Form 10-K for the Fiscal Year Ended January 31, 2025     Filed April 7, 2025     File No. 1-33866 Dear Ms. Ta Tanisha Meadows Titan Machinery Inc. (the “Company”) has set forth below its responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) in its letter dated January 22, 2026, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the Commission on April 7, 2025. In order to facilitate the Staff’s review, the Company has repeated the Staff’s comments below in bold text. The Company’s responses follow the repeated comment. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Use of Estimates Goodwill, page 39 1. Please provide information for investors to assess the probability of future goodwill impairment charges. For example, please disclose whether your reporting units are at risk of failing the quantitative impairment test or that the fair value is substantially in excess of carrying value and is not at risk of failing. If a reporting unit is at risk of failing, you should disclose: • the percentage by which fair value exceeded carrying value at the date of the most recent test; • a more detailed description of the methods and key assumptions used and how the key assumptions were determined; Ms. Ta Tanisha Meadows Page 2 February 17, 2026 • a discussion of the degree of uncertainty associated with the assumptions; and • a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. Company Response: We acknowledge the Staff’s comment. In response thereto, we advise the Staff that in our presentation in future filings, commencing with the next 10-K filing, we will disclose if the fair value of a reporting unit substantially exceeds carrying value and is not at risk of failing, or if the fair value of a reporting unit does not substantially exceed the carrying value of the reporting unit, we will include the following disclosures: • the percentage by which fair value exceeded carrying value at the date of the most recent test; • a more detailed description of the methods and key assumptions used and how the key assumptions were determined; • a discussion of the degree of uncertainty associated with the assumptions; and • a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. If the Staff has any questions regarding any of the Company’s responses as set forth in this letter, please contact me via phone at (701) 356-0130 or via email at Bo.Larsen@titanmachinery.com. Very truly yours, Titan Machinery Inc. By:      /s/ Robert Larsen Name:    Robert Larsen Title:    Chief Financial Officer cc.    Adam Phippen     Securities and Exchange Commission          Matthew Powlish, Controller     Titan Machinery Inc.

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 January 22, 2026

Robert Larsen
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078-2648

 Re: Titan Machinery Inc.
 Form 10-K for Fiscal Year Ended January 31, 2025
 File No. 1-33866
Dear Robert Larsen:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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.

Form 10-K for Fiscal Year Ended January 31, 2025
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Use of Estimates
Goodwill, page 39

1. Please provide information for investors to assess the probability of
future goodwill
 impairment charges. For example, please disclose whether your reporting
units are at risk
 of failing the quantitative impairment test or that the fair value is
substantially in excess
 of carrying value and is not at risk of failing. If a reporting unit is
at risk of failing, you
 should disclose:

 the percentage by which fair value exceeded carrying value at the
date of the most
 recent test;

 a more detailed description of the methods and key assumptions used
and how the key
 assumptions were determined;

 a discussion of the degree of uncertainty associated with the
assumptions; and
 January 22, 2026
Page 2

 a description of potential events and/or changes in circumstances
that could reasonably
 be expected to negatively affect the key assumptions.

 Please refer to Item 303(b)(3) of Regulation S-K.
 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 Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-3336
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
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United States securities and exchange commission logo
November 22, 2021
Mark Kalvoda
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078-2648
Re:Titan Machinery Inc.
Form 10-K for the Fiscal Year Ended January 31, 2021
Filed March 31, 2021
File No. 1-33866
Dear Mr. Kalvoda:
            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 Trade & Services

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644 East Beaton Drive

West Fargo, North Dakota 58078

Phone: (701) 356-0130

Fax: (701) 356-0139

November 18, 2021

VIA EDGAR CORRESPONDENCE

Mr. Tony Watson

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. St., N.E.

Washington, D.C. 20549

Re:     Titan Machinery Inc.

            Form 10-K for the Fiscal Year Ended January 31, 2021

            Filed March 31, 2021

            File No. 1-33866

Dear Mr. Watson:

Titan Machinery Inc. (the “Company”) has set forth below its responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) in its letter dated November 12, 2021, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021, as filed with the Commission on March 31, 2021.

In order to facilitate the Staff’s review, the Company has repeated each of the Staff’s comments below in bold text. The Company’s responses follow each repeated comment.

Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 38

1.    We note your response to comment 1. Removing the impact of your valuation allowance appears to be an individually tailored income tax recognition method. Please revise your presentation to remove this adjustment or tell us why you believe it is not an individually tailored recognition method. Refer to Question 100.04 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Company Response:

We acknowledge the Staff’s comment. In response thereto, we advise the Staff that in our presentation in future filings, we will exclude the tax adjustment related to our valuation allowance.

Mr. Tony Watson

Page 2

November 18, 2021

Adjusted Cash Flow Reconciliation, page 42

2.    We note your response to comment 2. Your response states that you consider cash flow adjusted for a constant percentage of equity in equipment inventory as a supplement to GAAP cash flow. Further, your presentation of adjusted cash flow is reconciled to cash flow provided by operating activities which is a liquidity measure. In light of these facts, please explain in further detail how Adjusted Cash Flow is not a liquidity measure. Finally, please tell us your consideration of the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K related to your adjustment for constant equity in equipment inventory.

Company Response:

We acknowledge the Staff’s comment. In response thereto, we advise the Staff that in our presentation in future filings, we will exclude the presentation of Adjusted Cash Flows.

If the Staff has any questions regarding any of the Company’s responses as set forth in this letter, please contact me via phone at (701) 356-0130 or via email at mark.kalvoda@titanmachinery.com.

Very truly yours,

Titan Machinery Inc.

By:       /s/ Mark Kalvoda

Name: Mark Kalvoda

Title:   Chief Financial Officer

cc.       Adam Phippen

            Securities and Exchange Commission

            Matthew Powlish, Controller

            Titan Machinery Inc.

United States securities and exchange commission logo
November 12, 2021
Mark Kalvoda
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078-2648
Re:Titan Machinery Inc.
Form 10-K for the Fiscal Year Ended January 31, 2021
Response dated November 5, 2021
File No. 1-33866
Dear Mr. Kalvoda:
            We have reviewed your November 5, 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 25, 2021 letter.
Form 10-K for the Fiscal Year Ended January 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 38
1.We note your response to comment 1.  Removing the impact of your valuation allowance
appears to be an individually tailored income tax recognition method.  Please revise your
presentation to remove this adjustment or tell us why you believe it is not an individually
tailored recognition method.  Refer to Question 100.04 of the Staff's Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Adjusted Cash Flow Reconciliation, page 42
2.We note your response to comment 2.  Your response states that you consider cash flow
adjusted for a constant percentage of equity in equipment inventory as a supplement to

 FirstName LastNameMark Kalvoda
 Comapany NameTitan Machinery Inc.
 November 12, 2021 Page 2
 FirstName LastName
Mark Kalvoda
Titan Machinery Inc.
November 12, 2021
Page 2
GAAP cash flow.  Further, your presentation of adjusted cash flow is reconciled to cash
flow provided by operating activities which is a liquidity measure.  In light of these facts,
please explain in further detail how Adjusted Cash Flow is not a liquidity measure.
Finally, please tell us your consideration of the guidance in Item 10(e)(1)(ii)(A) of
Regulation S-K related to your adjustment for constant equity in equipment inventory.
            You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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644 East Beaton Drive

West Fargo, North Dakota 58078

Phone: (701) 356-0130

Fax: (701) 356-0139

November 5, 2021

VIA EDGAR CORRESPONDENCE

Mr. Tony Watson

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. St., N.E.

Washington, D.C. 20549

Re:      Titan Machinery Inc.

            Form 10-K for the Fiscal Year Ended January 31, 2021

            Filed March 31, 2021

            File No. 1-33866

Dear Mr. Watson:

Titan Machinery Inc. (the “Company”) has set forth below its responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) in its letter dated October 25, 2021, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2021, as filed with the Commission on March 31, 2021.

In order to facilitate the Staff’s review, the Company has repeated each of the Staff’s comments below in bold text. The Company’s responses follow each repeated comment.

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

Non-GAAP Financial Measures, page 38

1.      Your adjustments for ERP transition costs and tax valuation allowances in your reconciliations of adjusted net income and adjusted diluted EPS appear to result in individually tailored recognition methods. Please revise your presentation to omit these adjustments or tell us why you believe they are appropriate. Refer to Question 100.04 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Company Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has carefully considered Item 10(e) of Regulation S-K and the related Staff guidance in

Mr. Tony Watson

Page 2

November 5, 2021

Questions 100.01 and 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations in connection with the Company’s determination of those items adjusted for in the Company’s calculation of Adjusted Net Income. The Company believes excluding ERP transition costs and tax valuation allowances from the applicable non-GAAP financial measures does not cause those measures to be misleading for the following reasons:

The ERP transition costs relate to charges in connection with the implementation of a new ERP system that was initiated in fiscal year 2020 and continued in fiscal year 2021. The Company does not consider ERP transition costs to be normal, recurring cash operating expenses necessary to operate its business given the infrequent and unusual nature of ERP transition projects. The Company has not undergone a similar full ERP implementation like this since fiscal year 2013 and is not likely to incur similar charges in the next two years. Therefore, the Company believes that the exclusion of the charge in the calculation of Adjusted Net Income and diluted EPS increases comparability of those measures from period over period, which makes it useful for the investors.

The Company respectfully advises the Staff that at the beginning of fiscal year 2022, the Company expected the ERP system transition to be completed in fiscal year 2022, and starting with the Form 10-Q for the first quarter of fiscal year 2022, ERP transition costs was no longer a non-GAAP adjustment to the non-GAAP measures.

The tax valuation allowance is a non-cash adjustment that primarily reflects the Company’s expectations of, and assumptions as to, future operating results and applicable tax laws, rather than current period performance, and is not used by management to assess the core profitability of business operations. The Company believes exclusion of only the initial deferred tax valuation allowance and the reversal of a deferred tax valuation allowance helps to clarify current period performance and afford investors the ability to calculate and better understand the effective tax rate.

The Company has excluded the tax valuation allowance (benefit/expense) and believes that provides investors meaningful information as it increases comparability of the effective tax rate from period over period without the unusual, non-recurring detrimental and beneficial events. Therefore, and given the nature to which these items relate, the Company believes that these items do not result in a Non-GAAP financial measure that is misleading and do not substitute individually tailored recognition and measurement methods.

Adjusted Cash Flow Reconciliation, page 42

2.      Please tell us more about the nature of the adjustment for constant equity in equipment inventory and your consideration of the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K.

Company Response:

The Company considers cash flow adjusted for a constant percentage of equity in equipment inventory as a supplement to GAAP cash flow because it reports how much cash

Mr. Tony Watson

Page 3

November 5, 2021

from operations is generated disregarding changes in the level of floorplan of equipment inventory from the beginning of the year to the end of the year.

Please note the following information related to Fiscal Year ending January 31, 2021 (in millions, except for %’s):

 End of Year Beginning of Year

Equipment Inventory $338.1 $515.9

Floorplan Payable $161.8 $371.8

% Floored 47.9% 72.1%

Equity in Equipment Inventory 52.1% 27.9%

Adjusted Cash Flow, prior to the adjustment for Constant Equity in Equipment Inventory, was a positive $66.6 million for the year ending January 31, 2021.  In fiscal 2021, the Company generated significant cash from operating activities primarily due to income and inventory reduction but used much of this excess cash to pay down floorplan payables. Adjusting to the same level of Equity in Equipment Inventory as we started the year, we back out the change in this level of floorplan activity.  The adjustment was calculated as follows: change in Equity in Equipment Inventory (52.1% - 27.9%) multiplied by ending inventory ($338.1 million) equals $81.9 million.  Adding the $81.9 million to the $66.6 million ($148.5 million) allows investors to understand cash generated from business activity before changes in floorplan levels.

In fiscal 2020, the opposite was true in that the Company increased our floorplan payables to pay off convertible debt.  The lower equity in equipment inventory at the end of that year resulted in a $34.4 million reduction in Adjusted Cash Flow.  By adjusting for a constant equity, or level of equipment floorplan, it takes these factors out of the cash flow from operations and allows investors to understand cash generated from operational business activity before changes in floorplan decisions that are driven by factors like the excess cash availability and debt maturities in the past two fiscal years.

Adjusted Cash Flow is a key operational performance metric for the Company’s management team and is reported to the board of directors monthly.

In consideration of guidance in Item 10(e)(1)(ii)(A) of Regulation S-K, the Company does not view adjusted cash flow as a liquidity measure rather as a measure to evaluate operating results exclusive of changes in floorplan activity, as discussed above, and affords investors the same information that management considers in its assessment of core operating performance.

Consolidated Statements of Operations, page 52

3.      It appears cost of revenue excludes a portion of depreciation and amortization expense. We also note that you present gross profit. Please tell us in detail what depreciation and amortization is included in cost of revenue. In addition, tell us your consideration of SAB Topic 11:B.

Mr. Tony Watson

Page 4

November 5, 2021

Company Response:

The Company includes the depreciation and amortization of its rental fleet and trucking fleet in its calculation of cost of revenue. Depreciation and amortization of other asset classes such as buildings, building improvements, vehicles, furniture and fixtures, and machinery and equipment are included in operating expenses. The Company provides in the Management ‘s Discussion and Analysis information on where depreciation and amortization is reflected in the Consolidated Statement of Operations.

In response to the Staff’s comment, in future filings, the Company will add disclosure to its Property and Equipment note to the consolidated Financial Statements, including the amount of depreciation that is included in cost of revenue and the amount of depreciation that is included in operating expenses.

Regarding SAB Topic 11:B, the Company’s cost of revenue and operating expenses do not exclude depreciation or amortization expense, therefore we believe it avoids the reporting of a figure for income before depreciation.

If the Staff has any questions regarding any of the Company’s responses as set forth in this letter, please contact me via phone at (701) 356-0130 or via email at mark.kalvoda@titanmachinery.com.

Very truly yours,

Titan Machinery Inc.

By:       /s/ Mark Kalvoda

Name: Mark Kalvoda

Title:   Chief Financial Officer

cc.       Adam Phippen

            Securities and Exchange Commission

            Matthew Powlish, Controller

            Titan Machinery Inc.

United States securities and exchange commission logo
October 25, 2021
Mark Kalvoda
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078-2648
Re:Titan Machinery Inc.
Form 10-K for the Fiscal Year Ended January 31, 2021
Filed March 31, 2021
File No. 1-33866
Dear Mr. Kalvoda:
            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 Fiscal Year Ended January 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 38
1.Your adjustments for ERP transition costs and tax valuation allowances in your
reconciliations of adjusted net income and adjusted diluted EPS appear to result in
individually tailored recognition methods.  Please revise your presentation to omit these
adjustments or tell us why you believe they are appropriate.  Refer to Question 100.04 of
the Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
Adjusted Cash Flow Reconciliation, page 42
2.Please tell us more about the nature of the adjustment for constant equity in equipment
inventory and your consideration of the guidance in Item 10(e)(1)(ii)(A) of Regulation S-
K.

 FirstName LastNameMark Kalvoda
 Comapany NameTitan Machinery Inc.
 October 25, 2021 Page 2
 FirstName LastName
Mark Kalvoda
Titan Machinery Inc.
October 25, 2021
Page 2
Consolidated Statements of Operations, page 52
3.It appears cost of revenue excludes a portion of depreciation and amortization expense.
We also note that you present gross profit.  Please tell us in detail what depreciation and
amortization is included in cost of revenue.  In addition, tell us your consideration of SAB
Topic 11:B.
            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.
            You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561

February 27, 2017

Titan Machinery Inc.
Mark Kalvoda
Chief Financial Officer
644 East Beaton Drive
West Fargo, North Dakota 58078 -2648

Re: Titan Machinery Inc.
 Form 10-K for the Fiscal Year Ended January 31, 2016
Filed April 13, 2016
File No. 1-33866

Dear Mr. Kalvoda :

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,

/s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

cc: Tyler Nelson, Controller

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644 East Beaton Drive    Phone: (701) 356-0130

West Fargo, North Dakota 58078      Fax: (701) 356-0139

VIA EDGAR CORRESPONDENCE

February 9, 2017

Mr. William H. Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Division of Corporation Finance

100 F. St., N.E.

Mail Stop 3561

Washington, D.C. 20549

Re:    Titan Machinery Inc.

Form 10-K for the Fiscal Year Ended January 31, 2016

Filed April 13, 2016

File No. 1-33866

Dear Mr. Thompson:

Titan Machinery Inc. (the “Company”) has set forth below its responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”) in its letter dated January 26, 2017, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016, as filed with the Commission on April 13, 2016.

In order to facilitate the Staff’s review, the Company has repeated each of the Staff’s comments below in bold text. The Company’s responses follow each repeated comment.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of   Operations

Key Financial Metrics, page 31

1.

 We note your disclosure that EBITDA is commonly regarded as an indirect measure of operating cash flow, and that Adjusted EBIDTA should be evaluated in addition to, and not considered a substitute for, or superior to, the GAAP measure of operating cash flow. Accordingly, it appears that you use Adjusted EBITDA as a liquidity measure. As such, please provide a reconciliation of Adjusted EBITDA to cash flows provided by operating activities in accordance with Item 10(e)(1)(i)(B) of Regulation S-K.  In addition, Item 10(e)(1)(ii)(A) of Regulation S-K prohibits the exclusion of charges or liabilities that required, or will require, cash settlement from non-GAAP liquidity measures. Since realignment / store closing costs include charges that require cash settlement, please explain to us why you believe presentation of Adjusted EBITDA complies with Item 10(e) of Regulation S-K.

Mr. William H. Thompson

Securities and Exchange Commission

Page 2

Company Response:

Management does not use Adjusted EBITDA as a liquidity measure, but rather as a performance measure. The Company will remove all references to Adjusted EBITDA as an indirect measure of operating cash flow or as a liquidity measure in future filings, and will provide additional disclosure to clarify its use of Adjusted EBITDA as a performance measure. As part of this disclosure, the Company will continue to reconcile Adjusted EBITDA to the GAAP measure of net income (loss) including noncontrolling interest.  The Company proposes the following enhanced disclosure (proposed additions are marked in bold text while proposed deletions are shown as strikethrough compared to the language in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016):

EBITDA is a non-GAAP financial measure defined as earnings before finance costs, income taxes, depreciation and amortization and is a metric frequently used to assess and evaluate financial performance. EBITDA is commonly regarded as an indirect measure of operating cash flow, without the impact of changes in working capital, a significant indicator of success for many businesses, and is a common valuation metric. Management uses Adjusted EBITDA as a measure of financial performance, as a supplemental measure to evaluate the Company’s overall operating performance and believes it provides a useful metric for comparability between periods and across entities within our industry by eliminating the impact of finance costs, income taxes, depreciation, amortization by excluding differences in capital structure, income taxes, non-cash charges and certain activities that occur outside of the ordinary course of our business.  We calculate Adjusted EBITDA as our net income (loss) including noncontrolling interest, adjusted for net interest (excluding floorplan interest expense), income taxes, depreciation, amortization, and items included in our non-GAAP reconciliation of earnings, for each of the respective periods. Adjusted EBITDA should be evaluated in addition to, and not considered a substitute for, or superior to, the any GAAP measure of operating cash flow net income (loss). In addition, other companies may calculate Adjusted EBITDA in a different manner, which may hinder comparability with other companies.

Item 8.  Financial Statements and Supplementary Data

Note 1 – Business Activity and Significant Accounting Policies

Inventories, page 60

2.

 We note your disclosure that work in process is valued at the retail rates of labor incurred and parts inventories used on service work in process at year end. Please tell us why your policy complies with ASC 330-10-30.

Mr. William H. Thompson

Securities and Exchange Commission

Page 3

Company Response:

The Company’s work-in-process inventory includes both (a) the cost of labor incurred and the cost of parts inventories consumed in the reconditioning and preparation for sale of our equipment inventories, and (b) unbilled labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers.

With regard to (a), costs incurred in the reconditioning and preparation for sale of our equipment inventories are capitalized as work-in-process, in accordance with ASC 330-10-30, as such costs are directly incurred to ready our equipment inventories for sale.

With regard to (b), we recognize revenue related to service arrangements for our customers as the work is performed.  Accordingly, unbilled labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers are included in work-in-process at their retail, or billable, rates.

Upon further evaluation of ASC 330-10-30, the Company has concluded that the unbilled labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers, totaling approximately $9.0 million and $8.5 million at January 31, 2016 and 2015, respectively, should be classified within Receivables in the Company’s consolidated balance sheets.  The Company has evaluated this item and concluded that the classification of these amounts as work-in-process inventories is not material to the consolidated financial statements as of and for the fiscal years ended January 31, 2016 and 2015.  The presentation as such did not impact current assets, total assets or net working capital within the Company’s consolidated balance sheets, did not impact total cash flows from operating, financing or investing activities, did not impact the consolidated statements of operations, and did not impact any of the Company’s financial covenants under its various credit facilities.  The Company also concluded this item is not material to any quarterly periods during the fiscal years ended January 31, 2016 and 2015.

Based on these conclusions, in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017, and in future filings with the Commission, the Company will:

1)

 classify unbilled labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers in receivables and include separate disclosure of this amount in the footnotes to our consolidated financial statements in Note 2 – Receivables as Unbilled Receivables,

2)

 include the following revised disclosures in Note 1 of the footnotes to our consolidated financial statements regarding the immaterial revision in classification of unbilled labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers from inventories to receivables in the consolidated balance sheets and more clearly define the composition of our work-in-process inventory and receivables as follows (proposed additions are marked in bold text while proposed deletions are shown as strikethrough compared to the language in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016):

Mr. William H. Thompson

Securities and Exchange Commission

Page 4

Receivables and Credit Policy

Trade accounts receivable due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Balances unpaid after 30 days are considered past due and begin to accrue interest. Payments of trade receivables are allocated to the specific invoices identified on the customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices. Trade accounts receivable due from manufacturers relate to discount programs, incentive programs and repair services performed on equipment with a remaining factory warranty. Trade accounts receivable due from finance companies primarily consist of contracts in transit with finance companies and balances due from credit card companies. These receivables do not generally have established payment terms but are collected in relatively short time periods.  Unbilled receivables represent unbilled labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers at their retail, or billable, rates.

The Company revised the classification of unbilled receivables for labor hours incurred and parts inventories consumed during the performance of service arrangements for our customers of approximately $9.0 million as of January 31, 2016 from inventories to receivables in the consolidated balance sheet for consistency and comparability with the January 31, 2017 presentation.  This revision in classification had no impact on previously reported current or total assets, net income (loss) or cash flows from operating, investing or financing activities and was immaterial to the consolidated financial statements.

Inventories

New and used equipment are stated at the lower of cost (specific identification) or market value with adjustments for decreases in market value on inventory rented but available for sale, estimated as a percentage of the rental income received on such inventory. All new and used equipment inventories, including that which has been rented, are subject to periodic lower of cost or market evaluation that considers various factors including aging of equipment and market conditions. Equipment inventory values are adjusted whenever the carrying amount exceeds the estimated market value. Parts inventories are valued at the lower of average cost or market value. The Company estimates its lower of cost or market adjustments on its parts inventories based on various factors including aging and sales of each type of parts inventory. Work-in-process represents costs incurred in the reconditioning and preparation for sale of our equipment inventories. is valued at the retail rates of labor incurred and parts inventories used on service work in process at year end.

3)

 revise our discussion of these items, as applicable, in Item 7 of the Company’s Annual Report on Form 10-K consistent with the proposed revised footnote disclosures provided above.

Mr. William H. Thompson

Securities and Exchange Commission

Page 5

Note 6 –Floorplan Payable/Lines of Credit

Wells Fargo Credit Agreement – Operating and Floorplan Payable Lines of Credit, page 71

3.

 We note your disclosure in the second paragraph that the credit agreement restricts your ability to pay dividends.  Please describe the most significant restrictions on the payment of dividends, their pertinent provisions, and the amount of net income or retained earnings restricted or free from restriction.  Please refer to Rule 4-08(e)(1) of Regulation S-X.

Company Response:

The provisions under the Second Amended and Restated Credit Agreement with Wells Fargo (the “Credit Agreement”) restricting the Company from making certain cash payments, including for cash dividends and stock repurchases, provide that no such payments may be made unless (i) as of the date of such payment there is no default or event of default (each as defined in the Credit Agreement) occurring and continuing, (ii) the amount remaining available to be borrowed by the Company under Credit Agreement is greater than twenty percent of the total borrowing capacity of the Credit Agreement and (iii) the Company’s fixed charge coverage ratio (as defined in the Credit Agreement) for the 12 month period most recently ended, on a pro forma basis assuming that such proposed cash payment has been made, is at least 1.1 to 1.0.

The Company will, in future filings with the Commission, enhance its disclosure to describe the aforementioned provisions restricting the payment of dividends under its Credit Agreement in accordance with Rule 4-08(e)(1) of Regulation S-X.

If the Staff has any questions regarding any of the Company’s responses as set forth in this letter, please contact me via phone at (701) 356-0130 or via email at mark.kalvoda@titanmachinery.com.

Very truly yours,

Titan Machinery Inc.

By:     /s/ Mark Kalvoda

Name:    Mark Kalvoda

Title:    Chief Financial Officer

cc:    Ta Tanisha Meadows

Securities and Exchange Commission

Mail Stop 3561

January 26, 2017

Titan Machinery Inc .
Mark Kalvoda
Chief Financial Officer
644 East Beaton Drive
West Fargo, North Dakota 58078 -2648

Re: Titan Machinery Inc.
 Form 10-K for the Fiscal Year Ended January 3 1, 2016
Filed April 13 , 2016
File No. 1-33866

Dear Mr. Kalvoda :

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 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 tel l us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Key Financial Metrics, page 31

1. We note your disclosure that EBITDA is commonly regarded as an indirect measure of
operating cash flow, and that Adjusted EBIDTA should be evaluated in addition to, and
not considered a substitute for, or superior to, the GAAP measure of operating cash flow.
Accordingly, it appears that you use Adjusted EBITDA as a liquidity measure.  As such,
please provide a reconciliation of Adjusted EBITDA to cash flow s provided by operating
activities in accordance with Item 1 0(e)(1)(i)(B) of Regulation S -K.  In addition, Item
10(e)(1)(ii) (A) of Regulation S -K prohibits the exclusion of charges or liabilities that
required, or will require, cash settlement from non -GAAP liquidity measures.  Since
realignment / store closing cos ts include charges that require cash settlement, please

Mark Kalvoda
Titan Machinery Inc
January 26, 2017
Page 2

 explain to us why you believe presentation of Adjusted EBITDA complies with Item
10(e) of Regulation S -K.

Item 8.  Financial Statements and Supplementary Data

Note 1 – Business Activity and Sig nificant Accounting Policies

Inventories, page 60

2. We note your disclosure that work in process is valued at the retail rates of labor incurred
and parts inventories used on service work in process at year end.  Please tell us why your
policy complies with ASC 330 -10-30.

Note 6 –Floorplan Payable/Lines of Credit

Wells Fargo Credit Agreement – Operating and Floorplan Payable Lines of Credit, page 71

3. We note your disclosure in the second paragraph that the credit agreement restricts your
ability to pay dividends.  Please describe the most significant restrictions on the payment
of dividends, their pertinent provisions, and the amount of net income or retained
earnings restricted or free from restriction.  Please refer to Rule 4 -08(e)(1) of Regulation
S-X.

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

You may contact Ta Tanisha Meadows, Staff Accountant, at (202) 551 -3322 or me at
(202) 551 -3344  with any other questions.

Sincerely,

/s William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

cc: Tyler Nelson, Controller

December 30, 2013

Via E -mail
Mark P. Kalvoda
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078

Re: Titan Machinery Inc.
 Form 10 -K for the Fiscal Year Ended January 31, 2013
Filed  April 10, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 24, 2013
File No. 001-33866

Dear Mr. Kalvoda :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

CORRESP
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December 20, 2013

Via Edgar and E-Mail

Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549-3628
 Attn:  Mara L. Ransom

Re:                 Titan Machinery Inc.

Form 10-K for the Fiscal Year ended January 31, 2013

Filed April 10, 2013

Definitive Proxy Statement on Schedule 14A

Filed April 24, 2013

File No. 001-33866

Dear Ms. Ransom:

On behalf of Titan Machinery Inc. (the “Company”), we are responding to the Staff’s comment letter, dated December 9, 2013, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2013, filed April 10, 2013, and Definitive Proxy Statement on Schedule 14A, filed April 24, 2013.

In order to facilitate the Staff’s review, the Staff’s comments are repeated below in boldface and italicized print. The Company’s response is provided immediately below the comment.

Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2013

Business, page 1

1.                                      In future filings, please consider providing an enhanced discussion of the material terms of the dealership agreements you have entered into with CNH. In this regard, we note that you provide some of the terms of such agreements on page 8. For example, please tell us whether the dealership agreements mandate certain pricing terms and/or non-compete provisions. In doing so, please explain why you have chosen to enter into these arrangements with CNH. Please tell us what your future disclosure will look like.

Response:  We will include additional discussion of the terms and conditions of the CNH dealer agreements.  We propose the enhanced disclosure in the following general format:

We have entered into separate dealership agreements with certain CNH entities to sell the Case IH Agriculture, New Holland Agriculture, Case Construction and New Holland Construction brands (collectively the “CNH Dealer Agreements”), as required to serve as a distributor for such entities.

The CNH Dealer Agreements assign to us a geographically defined area of principal responsibility, providing us with distribution and product support rights within the identified territory for specific equipment products of the manufacturer.  Although the dealer appointment is non-exclusive, in each territory there is typically only one dealership responsible for retail sales to end-users, as well as after-sales product support of the equipment.  Generally, we are restricted from marketing the manufacturer’s equipment outside of our designated territory; however, we may have customers from outside our territory who purchase equipment or obtain product support from one of our stores.  We are authorized to display and use CNH trademarks and trade names at our stores, with certain restrictions.

Under our CNH Dealer Agreements, we have both the right and obligation to sell the manufacturer’s equipment and related parts and products and provide customers with services. The CNH Dealer Agreements impose various requirements on us regarding the location and appearance of facilities, satisfactory levels of new equipment and parts inventories, the training of personnel, adequate business enterprise and information technology system, adequate working capital, maximum adjusted debt to tangible net worth ratio, development of annual sales and marketing goals, and furnishing of monthly and annual financial information.  We must obtain the prior approval or consent of CNH in the event of proposed fundamental changes to our ownership, governance or business structure including among other things (i) a merger, consolidation or reorganization; (ii) a sale of all or substantially all of our assets; (iii) any transaction or series of transactions resulting in a person or affiliated group acquiring 20% or more of the combined voting power of our securities; (v) a substantial disposition of common shares by certain named executives; (vii) certain significant changes in the composition of the Board of Directors; (vi) replacement of certain named executive officers; and (vii) engaging in material business activities outside of the equipment sales and service industry.  The CNH Dealer Agreements do not establish mandatory minimum or maximum retail pricing for our equipment sales or service/parts.

The CNH Dealer Agreements do not have a fixed term and remain in effect until either party exercises its termination rights under the agreement.  The CNH entities have the right to terminate their dealer agreements with us immediately in certain circumstances, including in the event of our insolvency, bankruptcy or our material breach of provisions of the agreement, if a direct competitor of CNH (or an affiliated group of such competitor) acquires 20% or more of the combined voting power of our securities, and in some cases, for any reason following 90 days written notice.  In the event of termination of any of the CNH Dealer Agreements, CNH is obligated to repurchase the inventory of the CNH brand applicable to the agreement being terminated.  The CNH Dealer Agreements generally do not include specific non-compete provisions that apply during or after the term of such agreements, although our form agreement with Case

Construction does include limitations on our ability to sell competing products during the term of such agreement.

The dealership agreements and industry practices generally provide that payment on equipment and parts purchased from CNH entities is due within 30 days and is typically subject to floor plan financing. With respect to sales of equipment, payments from customers, which are typically financed by a third party, are due upon sale.  Payments from customers for parts and services are due within 30 days. CNH makes available to us any floor plans, parts return programs, sales or incentive programs or similar plans or programs it offers to other dealers, and provides us with promotional items and marketing materials.

Management’s Discussion and Analysis, page 32

2.                                      In future filings, please ensure that you provide a balanced, executive level discussion through the eyes of management that identifies the most important matters upon which management focus in evaluating financial condition and results of operations and provides a context for the discussion and analysis of your financial statements. It should also serve to inform readers about how you earn revenue and income and generate cash and provide insight into material opportunities, challenges and risks as well as actions you are taking to address those material opportunities, challenges and risks. Therefore, in future filings please give consideration to providing:

·                  An identification and discussion of key variables and other quantitative and qualitative factors necessary for an understanding and evaluation of your business and a discussion of management’s view of the implications and significance of the information; and

·                  A discussion and analysis of material uncertainties and known trends that would cause reported financial information not to be necessarily indicative of future operating performance or financial condition to promote an understanding of the quality and potential variability of your earnings and cash flows.

In this regard, we believe a more robust discussion of the agricultural and construction industries and trends therein would be helpful to readers. We note that your most recent Form 10-Q for the period ended October 31, 2013 mentions a decline in revenue caused by “decreases in agricultural commodity prices, increased agricultural equipment prices and continued difficult conditions in the construction industry.” Please elaborate upon these trends and tell us what your future disclosure will look like.

Response:  In the Management’s Discussion and Analysis (“MD&A”) section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2013, we included information about certain external factors that management considers material to the financial condition and results of operations of the Company, including industry factors, seasonality, economic cyclicality, credit market changes, and inflation, as well as information about key financial metrics and financial statement components used by management in evaluating the business.

In response to your request for additional industry and trend information, however, in the MD&A sections of future filings we intend to supplement the disclosures regarding external factors with the following additional information about factors and trends that affect the agricultural and construction industries and our Company.

Weather

Seasonal weather trends, particularly severe wet or dry conditions, can have a significant impact on regional agricultural and construction market performance by affecting crop production and the ability to undertake construction projects.  Weather conditions that adversely affect the agricultural or construction markets have negative effect on the demand for our products.

Macroeconomic Conditions

Sales of agricultural equipment historically have fluctuated with general farm economic trends, primarily driven by net farm income. Significant factors that affect net farm income include demand for farm products, commodity and livestock prices, crop yields, crop stock levels, and production costs. We use the United States (“U.S.”) Department of Agriculture’s periodic reports of actual and projected net farm income, as well as information on commodity prices and crop yields in the U.S. and worldwide, to analyze and anticipate the impact of our customers’ sentiment on their purchasing trends. Decreases in actual or anticipated net farm income, or in any of the significant components of net farm income, generally cause decreases in equipment revenue.

Sales of construction equipment historically have fluctuated with general economic cycles. During economic downturns, construction equipment retailers tend to experience similar periods of decline and recession as the general economy. The U.S. Bureau of the Census publishes periodic reports of new residential construction by region in the U.S., which we use to analyze general economic trends in the regions in which we operate and anticipate our customers’ purchasing and rental trends. Decreases in new residential construction generally cause decreases in our equipment revenue.

During economic downturns, and especially in the agriculture industry, equipment revenue generally decreases but parts and service revenue tend to be stable or even increase as the amount of land in production is unchanged, but the farmers use existing equipment rather than purchasing new equipment. Such changes in sales mix and given the significant differences in gross profit margins on equipment, parts and service causes our gross profit margin to increase even though gross profit dollars will decrease along with the decrease in equipment revenue. Our operating expenses are largely fixed expenses, other than commissions which generally fluctuate with gross profit. When equipment revenue decreases, it has a negative impact on our ability to leverage these fixed costs.

In addition, oversupply of equipment inventory in the industry, caused by either depressed equipment sales or over-production by suppliers, has a negative impact on our operating results, particularly equipment gross profit margin.

Dependence on our Primary Supplier

The majority of our business involves the distribution and servicing of equipment manufactured by CNH. CNH supplied approximately 82% of the new agricultural equipment and 64% of the new construction equipment we sold in fiscal 2013 and represented a

significant portion of our parts revenue. Thus, we believe the following factors have a significant impact on our operating results:

·                  CNH’s product offerings, reputation and market share

·                  CNH’s product prices and incentive and discount programs

·                  Supply of inventory from CNH

·                  CNH provides floorplan financing for the purchase of a substantial portion of our inventory

·                  CNH provides a significant percentage of the financing used by our customers to purchase CNH equipment from us.

You note in your letter that our Quarterly Report on Form 10-Q for the period ended October 31, 2013  identified three factors causing a decline in our revenue (i.e., decreases in commodity prices, increases in equipment pricing and difficult construction industry conditions), and you request that we elaborate on these trends in future filings.  We will provide expanded disclosure on the trends and conditions that have a material impact on our results of operations in future filings, which will change from period to period.  For example, to the extent that the three factors mentioned above were to exist to the same extent in a future period, we anticipate providing enhanced disclosures of these factors similar to the following:

·                  The commodity price of corn, which is the predominant crop in our Agriculture store footprint, decreased significantly from the price during the previous period, mainly as a result of an increase in U.S. corn supply compared to last year.

·                  Prices of late-model agriculture equipment with Tier 4A engine emission technology increased in advance of the introduction of equipment with Tier 4B technology. These price increases from our suppliers have been difficult to pass on to our customers as decreased emissions are a lower value proposition to our customers than that of higher horsepower or increased fuel efficiency would be perceived by our customers. Higher pricing without perceived additional value puts pressure on our equipment sales and price realization, which then compresses our margins.

·                  We faced continued difficult conditions in the construction industry, primarily as a result of decreased retail demand combined with an over-supply of equipment inventory throughout the industry and in our footprint. The over-supply in a soft retail environment causes much competition within the retail business and generally compresses gross profit margins.

Definitive Proxy Statement on Schedule 14A filed April 24, 2013

Executive Compensation, page 18

3.                                      We note your disclosure on page 21 stating that under the 2013 Executive Bonus Plan, 20% of the eligible bonus was based on the achievement of personal position-specific goals, which were related to the Company’s market share for its major product lines for Mr. Meyer and Mr. Christianson. In future filings, please describe in greater detail the

elements of the personal position-specific goals that resulted in the payout under the plan to Mr. Kalvoda. In this regard, we note your statement that “[f]or Mr. Kalvoda, some target goals on his position specific goals were achieved.” Refer to Item 402(b)(2)(vii) of Regulation S-K. Please tell us what your future disclosure will look like.

Response:  Mr. Kalvoda’s primary position-specific goals for the period in question were qualitative in nature and included developing and managing an accounting, tax, and internal audit staff, working effectively with the Audit Committee and outside auditors, improving the accounting and financial reporting processes, and continuing to act as a primary management contact in communications with investors.  In future filings, we intend to include more detailed descriptions of Mr. Kalvoda’s position-specific goals, which change from year to year, similar to the foregoing sentence in which we described these goals for fiscal 2013.

Equity Incentive Awards, page 22

4.                                      We note your indication here that Mr. Kalvoda will receive a restricted stock award in an amoun

December 9, 2013

Via E -mail
Mark P. Kalvoda
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078

Re: Titan Machinery Inc.
 Form 10 -K for the Fiscal Year Ended January 31, 2013
Filed  April 10, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 24, 2013
File No. 001-33866

Dear Mr. Kalvoda :

We have reviewed your filing s 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 business days by amending your filing, by
providing the requested information, or by advising us when you will p rovide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Annual Report on Form 10 -K for the Fiscal Year Ended January 31, 2013

Business, page 1

1. In future filings, please consider providing an enhanced discussion of the m aterial terms
of the dealership agreements you have entered into with CNH.   In this regard, we note
that you provide some of the terms of such agreements on page 8.   For example, please
tell us whether the dealership agreements mandate certain pricing term s and/or non -
compete provisions.   In doing so, please explain why you have chosen to enter into these
arrangements with CNH.   Please tell us what your future disclosure will look like.

Mark P. Kalvoda
Titan Machinery Inc.
December 9, 2013
Page 2

 Management’s Discussion and Analysis, page 32

2. In future filings, pl ease ensure that you provide a balanced, executive level discussion
through the eyes of management that identifies the most important matters upon which
management focus in evaluating financial condition and results of operations and
provides a context for  the discussion and analysis of your financial statements.   It should
also serve to inform readers about how you earn revenue and income and generate cash
and provide insight into material opportunities, challenges and risks as well as actions
you are taki ng to address those material opportunities, challenges and risks.   Therefore, in
future filings please give consideration to providing:

 An identification and discussion of key variables and other quantitative and
qualitative factors necessary for an under standing and evaluation of your business and
a discussion of management’s view of the implications and significance of the
information; and

 A discussion and analysis of material uncertainties and known trends that would
cause reported financial information not to be necessarily indicative of future
operating performance or financial condition to promote an understanding of the
quality and pote ntial variability of your earnings and cash flows.

In this regard, we believe a more robust discussion of the agricultural and construction
industr ies and trends therein would be helpful to readers.   We note that your most recent
Form 10 -Q for the perio d ended October 31, 2013 mentions a decline in revenue caused
by “decreases in agricultural commodity prices, increased agricultural equipment prices
and continued difficult conditions in the construction industry.”   Please elaborate upon
these trends and tell us what your future disclosure will look like.

Definitive Proxy Statement on Schedule 14A  filed April 24, 2013

Executive Compensation, page 18

3. We note your disclosure on page 21 stating that under the 2013 Executive Bonus Plan,
20% of the eligible bonus was based on the achievement of personal position -specific
goals, which were related to the Company’s market share for its major product lines for
Mr. Meyer and Mr. Christianson. In future filings, please describe in greater detail the
elements of th e personal position -specific goals that resulted in the payout under the plan
to Mr. Kalvoda.  In this regard, we note your statement that “[f]or Mr. Kalvoda, some
target goals on his position specific goals were achieved.” Refer to Item 402(b)(2)(vii) of
Regulation S -K.  Please tell us what your future disclosure will look like.

Mark P. Kalvoda
Titan Machinery Inc.
December 9, 2013
Page 3

 Equity Incentive Awards, page 22

4. We note your indication here that Mr. Kalvoda will receive a restricted stock award in an
amount determined at the discretion of Mr. Meyer and  Mr. Christianson, based on an
evaluation of several performance -based metrics.   In future filings, please elaborate upon
the basis for the amount of the stock grant that was awarded to Mr. Kalvoda  by disclosing
the performance -based metrics .  Please tell us what your future disclosure will look like.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applic able Exchange Act rules require.   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 responding to our comments, please provide  a written 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 forec lose
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.

You may contact, Staff Attorney, Jennifer López at (202) 551 -3792 or me at (202) 551 -
3720 with any questions .

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

July 12, 2013

Via E-mail
Mark P. Kalvoda
Chief Financial  Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078

Re: Titan Machinery Inc.
 Form 8 -K
Filed July 2 , 2013
 File No. 1-33866

Dear Mr. Kalvoda :

 We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 a nd all applicable rules require.

Sincerely,

/s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

July 8, 2013

Via E-mail
Mark P. Kalvoda
Chief Financial  Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078

Re: Titan Machinery Inc.
 Form 8 -K
Filed July 2 , 2013
 File No. 1-33866

Dear Mr. Kalvoda :

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

Please respond to this letter within five business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment  applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have additional comment s.

Item 4.01 Changes in Registrant’s Certifying Accountant

1. Please revise your disclosure in the last paragraph to state, if true, that you did not consult
with Deloitte  during the two most recent years  and any subsequent interim period prior to
engagin g that accountant.  Refer to paragraph (a)(2) of Item 304 of Regulation S -K.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Ex change Act of
1934 and all applicable Exchange Act rules require.  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 responding to our comment , please provide a written statement from the company
acknowledging that:

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

Mark P. Kalvoda
Titan Machinery Inc.
July 8, 2013
Page 2

 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 t he United States.

 You may contact Yolanda Guobadia at (202) 551 -3562 if you have questions.  In her
absence you may contact me at (202) 551 -3344.

Sincerely,

/s/ William H.  Thompson

William H. Thompson
Accounting Branch Chief

CORRESP
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January 19, 2011

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Attn:  H. Christopher Owings, Assistant Director

100 F Street NE

Washington, DC 20549

Re:

Titan   Machinery Inc.

Registration   Statement on Form S-3

Filed   December 9, 2010

File   No. 333-171063

Dear Mr. Owings:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Titan Machinery Inc. (the “Company”) requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 4:00 p.m. Eastern Standard Time on January 21, 2011, or as soon thereafter as possible.

The Company hereby acknowledges that:

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

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

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

Sincerely,

/s/   David J. Meyer

David   J. Meyer

Chief Executive Officer

CORRESP
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January 14, 2011

VIA FACSIMILE

U.S. Securities and Exchange Commission

Attn:  H. Christopher Owings, Assistant Director

100 F Street NE

Washington, DC 20549

Re:          Titan Machinery Inc.

Registration Statement on Form S-3

Filed December 9, 2010

File No. 333-171063

Dear Mr. Owings:

On behalf of Titan Machinery Inc. (the “Company”), we are responding to your comment letter, dated January 6, 2011, to David J. Meyer, Chairman and Chief Executive Officer of the Company, regarding the Company’s registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2010 (the “Form S-3”).  We have enclosed an Amendment No. 1 to the Form S-3, which includes a revised opinion of counsel as Exhibit 5.1.

For your convenience, we have repeated and numbered the comments from your letter in boldface print.  The Company’s responses are provided below each comment. References in this letter to “we”, “our” or “us” mean the Company or its advisors, as the context may require.

Item 17. Undertakings, page 26

1.                                      Please provide the undertaking set forth at Item 512(j) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised the Form S-3 to include the undertaking set forth at Item 512(j) of Regulation S-K.

Exhibit 5.1 Opinion of Fredrikson & Byron, P.A.

2.                                      Please have counsel revise its opinion to also opine on the laws of the State of New York which govern the Indenture.

Response: In response to the Staff’s comment, the Company advises the Staff that counsel has revised its opinion to add a reference to the State of New York in the second to last paragraph of its opinion.

3.                                      Please have counsel delete the last paragraph of its opinion in order to remove any implication that it cannot be relied upon as part of your filing.

Response:  In response to the Staff’s comment, the Company advises the Staff that counsel has revised its opinion to remove the paragraph referred to in the Staff’s comment.

4.                                      Please have counsel remove the second sentence of the third from the last paragraph of its opinion as such an assumption is overly broad.

Response: In response to the Staff’s comment, the Company advises the Staff that counsel has revised its opinion to remove the sentence referred to in the Staff’s comment.

***

The undersigned acknowledges on behalf of the Company, having been authorized by the Company to do so, that:

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

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

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

2

We believe that this response letter, together with Amendment No.1 filed concurrently herewith, address the comments set forth in your letter. If you have any questions regarding these matters, please contact me (612.492.7162) or, in my absence, Scott Dorfman (612-492-7406).

Sincerely,

Melodie R. Rose

Attorney

Direct Dial:  612.492.7162

Email: mrose@fredlaw.com

cc:           David J. Meyer, Titan Machinery Inc.

Peter Christianson, Titan Machinery Inc.

Mark Kalvoda, Titan Machinery Inc.

3

January 6, 2011
 David J. Meyer Chairman and Chief Executive Officer Titan Machinery Inc. 644 East Beaton Drive West Fargo, North Dakota  58078
Re: Titan Machinery Inc.
Registration Statement on Form S-3 Filed December 9, 2010
  File No. 333-171063

Dear Mr. Meyer:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Item 17. Undertakings, page 26

1. Please provide the undertaking set forth at Item 512(j) of Regulation S-K.
 Exhibit 5.1 Opinion of Fredrikson & Byron, P.A.

2. Please have counsel revise its opinion to also  opine on the laws of the State of New York
which govern the Indenture.
3. Please have counsel delete the last paragr aph of its opinion in order to remove any
implication that it cannot be reli ed upon as part of your filing.
4. Please have counsel remove the second sentence of the third fr om the last paragraph of its
opinion as such an assumption is overly broad.

David J. Meyer Titan Machinery Inc. January 6, 2011 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Chris Chase, Staff Attorne y, at (202) 551-3485 or me at (202) 551-3720
with any other questions.

     S i n c e r e l y ,          H. Christopher Owings
Assistant Director
  cc: Melodie R. Rose, Esq.  Fredrikson & Byron, P.A.  Via Fax (612) 492-7077

CORRESP
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filename1.htm

December 5, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

Attn: Mr. H. Christopher Owings

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

  Amendment No. 7 to Registration
  Statement on Form S-1

  Filed December 5, 2007

  File No. 333-145526

Dear Mr. Owings:

                On
behalf of Titan Machinery Inc. (the “Company”), we submit this letter in
response to comments from the staff of the U.S. Securities and Exchange
Commission (the “Staff”) received by letter dated December 4, 2007.  We appreciate the Staff’s prompt
consideration of this response.

                In
this letter, we have recited the comment from the Staff in italicized, bold
type and have followed the comment with the Company’s response in regular type.  References in this letter to “we”, “our” or “us”
mean the Company or its advisors, as the context may require.  The page numbers referenced in your recited
comments in this letter are the same pages indicated in your letter dated
December 4, 2007 and do not conform to the pages numbers in Amendment No. 7,
and the page numbers indicated in our responses conform to the page numbers in
Amendment No. 7.

General

Pro Forma Earnings Per Share,
page 7

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

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

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

Dilution, page 22

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

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

  7/31/2007 Balance Sheet

  Accumulated Dividends

  Unaccredited Issuance Costs

  Issuance of Stock Options and Warrants

  Exercise of

  CNH

  Warrants

  Total Consideration

  Common Stock

  $

  43

  $

  43

  Series A Preferred

  $

  1,238,005

  $

  -309,726

  $

  96,737

  $

  1,025,016

  Series B Preferred

  $

  503,481

  $

  -94,428

  $

  28,451

  $

  437,504

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

  $

  334,864

  $

  -309,907

  $

  24,957

  CNH Warrants — As Exercised

  $

  0

  $

  1,084,221

  $

  1,084,221

  CNH Warrants — In APIC

  $

  288,000

  $

  -288,000

  $

  0

  Convertible Debt — CNH

  $

  3,000,000

  $

  3,000,000

  Convertible Debt — Shareholder Exchange

  $

  3,350,000

  $

  3,350,000

  Total

  $

  8,714,393

  $

  -404,154

  $

  125,188

  $

  -309,907

  $

  796,221

  $

  8,921,741

Executive Compensation, page
68

Compensation Discussion and
Analysis, page 68

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

2

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

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

Consolidate Statement of
Operations, page F-4,

Earnings Per Share, page F-10

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

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

                Additionally,
the registration statement has been revised to disclose the Company’s $2
million additional term loan with Bremer Bank and certain other conforming and
clean-up changes.  If you have any
questions regarding these matters, please contact me (612-492-7162) or, in my
absence, Alex Rosenstein (612-492-7341) or Ryan Brauer (612-492-7252).

Sincerely,

  /s/ Melodie R. Rose

Melodie R. Rose

Direct
Dial:  612.492.7162

Email:  mrose@fredlaw.com

  cc:

  David J. Meyer

  Peter Christianson

  Jonathan R. Zimmerman

  Brian Bluhm

3

CORRESP
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filename1.htm

Craig-Hallum
Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, Minnesota  55402

December 5, 2007

  Securities and
  Exchange Commission

  BY EDGAR AND FACSIMILE

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

  Washington, DC 20549

  Re:

  Titan Machinery
  Inc.

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

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned
hereby join Titan Machinery Inc. in requesting that the effective date of the
above referenced Registration Statement on Form S-1 be accelerated and
that such Registration Statement be accelerated so that it will be declared
effective at 4:00 p.m. Eastern Time on Wednesday, December 5, 2007,
or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, as amended, please be advised that between November 16, 2007 and
November 30, 2007, as of 12:00 noon Eastern Time, the undersigned
have effected approximately the following distribution of copies of the
Preliminary Prospectus, dated November 16, 2007:

  FINRA

  0

  Underwriters

  1,658

  Dealers

  0

  Institutions

  1,056

  Others

  0

  Total

  2,714 Copies

  Very truly
  yours,

  CRAIG-HALLUM
  CAPITAL GROUP LLC

  ROBERT W. BAIRD
  & CO. INCORPORATED

  BY:

   CRAIG-HALLUM
  CAPITAL GROUP LLC

   As
  Representative of the Underwriters

  /s/

         John
  L. Flood

  John L. Flood

  Managing
  Partner

CORRESP
1
filename1.htm

December 5, 2007

VIA
FEDERAL EXPRESS AND EDGAR

Securities and Exchange
Commission

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

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

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, Titan Machinery
Inc. (the “Company”) requests acceleration of the effective date of the
above-referenced Registration Statement so that the same shall become effective
as of 4:00 p.m. Eastern Standard Time on Wednesday, December 5, 2007, or as
soon thereafter as possible.

The Company hereby acknowledges that:

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

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

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

  Very truly yours,

  TITAN MACHINERY INC.

  By

          /s/ David J. Meyer

  David J. Meyer, Chairman of the Board and

  Chief Executive Officer

CORRESP
1
filename1.htm

December 4, 2007

VIA
FEDERAL EXPRESS AND EDGAR

Securities and Exchange
Commission

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

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

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, Titan Machinery
Inc. (the “Company”) requests acceleration of the effective date of the
above-referenced Registration Statement so that the same shall become effective
as of 4:00 p.m. Eastern Standard Time on Tuesday, December 5, 2007, or as soon
thereafter as possible.

The Company hereby acknowledges that:

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

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

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

  Very truly yours,

  TITAN MACHINERY INC.

  By

          /s/ David J. Meyer

  David J. Meyer, Chairman of the Board and

  Chief Executive Officer

CORRESP
1
filename1.htm

TITAN MACHINERY INC.

4876 Rocking Horse Circle

Fargo, ND 58104-6049

December 4, 2007

Securities and Exchange
Commission

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

Washington,
DC  20549

  Re:

  Titan Machinery Inc.

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

Ladies
and Gentlemen:

Titan Machinery Inc. (the “Registrant”) hereby withdraws its acceleration request
letter dated December 3, 2007, which requested that the effective date of the
Registration Statement on Form S-1 referenced above be accelerated so that it
would have become effective on December 4, 2007.

  Sincerely,

  Titan
  Machinery Inc.

  By:

  /s/ David J. Meyer

  David
  J. Meyer

  Chairman of the Board and
  Chief

  Executive Officer

Mail Stop 3561
 December 4, 2007

 David J. Meyer, Chief Executive Officer Titan Machinery Inc. 4876 Rocking Horse Circle Fargo, North Dakota  58104-6049
Re: Titan Machinery Inc.
Amendment No. 6 to Registration  Statement on Form S-1 Filed
 December 3, 2007
File No. 333-145526
 Dear Mr. Meyer:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
General

Pro Forma Earnings Per Share, page 7
 1. We note the revisions to your disclosure in  response to comment two in our letter
dated November 29, 2007.  Please make it tran sparent to investors, and explain in
detail to the staff, how y ou calculated the charge relate d to the induced conversion
of the subordinate convertib le debt into equity that  you titled “debt conversion
costs, net of tax effect”.  Finally, supp lementally confirm there is a contractual
arrangement that requires CNH capital to exercise their warrants in the event your
IPO goes to closing.  If not, then expl ain your basis for including amounts in the
basic pro forma weighted average shares outstanding.

David J. Meyer
Titan Machinery Inc.
December 4, 2007 Page 2   Dilution, page 22

 2. We are unable to tie out the total consid eration given by existing shareholders to
your balance sheet on page F37.  Please supplementally reconcile the two.  You
may want to provide a footnote that quantifies the pro forma effect on average price per share on page 22 of the subse quent issuance of 323,533 shares of Series
D preferred.
 Executive Compensation, page 68

Compensation Discussion and Analysis, page 68
 3. Please revise your disclosure to indi cate, as you have in your response to
comment five of our letter dated No vember 29, 2007, that the compensation
committee has not yet approved the speci fic quantitative goals for the new,
expanded short-term incentive program and that approval of these goals will not occur before the consummation of this offering.
 Consolidate Statement of Operations, page F-4,

Earnings Per Share, page F-10

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

* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t and responses to our comments.

David J. Meyer
Titan Machinery Inc. December 4, 2007 Page 3
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or James
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849 if  you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Staff Attorney, at (202) 551-3343, Mara Ransom, Legal Branch Chief, at
(202) 551-3264, or me at  (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director
  cc: Melodie R. Rose, Esq.  Fredrikson & Byron, P.A.   Via Facsimile

CORRESP
1
filename1.htm

Craig-Hallum
Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, Minnesota  55402

December 4, 2007

  Securities and
  Exchange Commission

  BY EDGAR AND FACSIMILE

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

  Washington, DC 20549

  Re:

  Titan Machinery
  Inc.

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

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned
hereby join Titan Machinery Inc. in requesting that the effective date of the
above referenced Registration Statement on Form S-1 be accelerated and
that such Registration Statement be accelerated so that it will be declared
effective at 4:00 p.m. Eastern Time on Tuesday, December 5, 2007,
or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, as amended, please be advised that between November 16, 2007 and
November 30, 2007, as of 12:00 noon Eastern Time, the undersigned
have effected approximately the following distribution of copies of the
Preliminary Prospectus, dated November 16, 2007:

  FINRA

  0

  Underwriters

  1,658

  Dealers

  0

  Institutions

  1,056

  Others

  0

  Total

  2,714 Copies

  Very truly
  yours,

  CRAIG-HALLUM
  CAPITAL GROUP LLC

  ROBERT W. BAIRD
  & CO. INCORPORATED

  BY:

   CRAIG-HALLUM
  CAPITAL GROUP LLC

   As
  Representative of the Underwriters

  /s/

         John
  L. Flood

  John L. Flood

  Managing
  Partner

Mail Stop 3561
 November 29, 2007

 David J. Meyer, Chief Executive Officer Titan Machinery Inc. 4876 Rocking Horse Circle Fargo, North Dakota  58104-6049
Re: Titan Machinery Inc.
Amendment No. 3 to Registration  Statement on Form S-1 Filed
 November 15, 2007
Amendment No. 4 to Registration  Statement on Form S-1 Filed
 November 16, 2007
Amendment No. 5 to Registration  Statement on Form S-1 Filed
 November 27, 2007
File No. 333-145526
 Dear Mr. Meyer:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document 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 explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.
 General

1. We note your response to comment three of our letter dated November 5, 2007.
With respect to the second bullet point, we  continue to believe that you have not
provided support for your statement that “[d]emand for construction equipment in
[y]our markets is primarily driven by pub lic infrastructure spending…”  While the

David J. Meyer
Titan Machinery Inc.
November 29, 2007 Page 2
support you have provided indicates that public infrastructure spending is one
factor, it does not appear to be the pr imary factor influencing demand for your
products.  Please revise to remove this qua lifier.  As to the fifth bullet point, the
support you have provided continues to speak  to market share so please revise
your disclosure to include this measure wh ere you indicate that CNH is one of the
world’s largest manufacturers of construc tion equipment and ensure that you are
referring to it as the fifth, not fourth, by such measure.
2. You state on page 20 that your prefer red stock automatically converts into
common stock upon closing of your offering.  You further suggest that you are
contractually obligated to convert certai n convertible subordinated debentures
into common stock.  To the extent, the c onversion(s) is (are) expected to have a
material dilutive impact on earnings per share, you should disclose pro forma
basic earnings per share for the year  ended January 31, 2007 and the latest
interim period that reflects the conversi on(s) that are auto matic upon closing of
the offering using the “if converted” method. Disclosure surrounding the nature of the pro forma presentation should also be provided.
 Dilution, page 21

3. We note the revisions to your disclosure in  response to comment six in our letter
dated November 5, 2007.  Please reconcile for us the pro forma as adjusted shares disclosed in the table on page 21 with the shares disclosed in your
capitalization table on page 19 on a pro form a, as adjusted basis.  Supplementally
explain the reason(s) for any difference.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23

Contractual and Commercial Commitment Summary, page 40
4. We agree SFAS 13 does not require such disc losure in the financial statements.
Since the contractual obligations table is  aimed at increasing transparency of
cash flow, to the extent that insuran ce, taxes, maintenance and other costs
required by operating leases are material, pl ease add a footnote to the table which
quantifies the impacts of these costs on your operating lease obligations.   See
Section IV.A and footnote 46 to th e Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

David J. Meyer
Titan Machinery Inc.
November 29, 2007 Page 3  Executive Compensation, page 66

 Compensation Discussion and Analysis, page 66

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

Material Changes to Compensation Program, page 70

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

Consolidated Balance Sheets, page F-3,
Note 10─ Subordinate Debentures, page F-16
7. We note your response to comment 64 in  our letter dated September 28, 2007
and comment 17 in our letter dated N ovember 5, 2007 and the revisions to your
disclosure.  To the extent these syndica tion costs relate to your long term debt,
they represent debt issue co sts. Debt issue costs should be capitalized as an asset
and amortized to interest expense over the term of the debt.   To the extent these
syndication costs relate to your redeemab le preferred stock issuances, they
should be recorded as a reduction to th e carrying amount of the preferred stock
accounts.  You should recognize any cha nges in the carrying amount over the
period from the date of issuance to the earliest redemption date.  To the extent the preferred is redeemable immediat ely, such amounts would be recognized
immediately.  Refer to paragraph 16 of APB 21, EITF Topic D-98 and SAB
Topic 3:C.

Note 14─ Common Stock Warrants, page F-21

8. We note your response to comment 23 in our  letter dated November 5, 2007.  To
the extent the detachable warrants were i ssued to the holders of the debt, please
further our understanding of  how you recorded the transaction.  Specifically, tell
us the amount proceeds received from th e debt and the warrants.  Show us the
relative fair value allocation of the proceeds between the debt and warrants.
Finally, tell us if your have been am ortizing the discount between the carrying

David J. Meyer
Titan Machinery Inc.
November 29, 2007 Page 4
amount of the debt and its face amount to  interest expense.  Please refer to
paragraphs 15 and 16 of APB 14.
 Note 16─ Contingencies, page F-23

9. We note your response to comment 24 in our letter dated November 5, 2007.
Your description of the sales contract s in this note suggests you sold a
receivable.  Your response to comment 24 suggests you merely offered a conditional guarantee.  It is not clear to us which is th e case. Please either revise
the disclosure to characterize it accurately  or explain why sales of sales contracts
would not be contemplated by SFAS 140.   If our understanding of sales contracts is not clear,  please clarify it.
 Note 21─ Restatement of Financial Statements, page F-28

10. We note the revisions to your disclosure in  response to comment 15 in our letter
dated November 5, 2007.  Please revise to  disclose separate columns for the
financial statement line items and EPS am ounts as originally reported, the effect
of the adjustments to the financial statem ent line items and the adjusted amounts.
Similarly, please revise Note 11 on page 44.  Refer to Appendix A of SFAS 154.

* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t and responses to our comments.
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or James
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849 if  you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Staff Attorney, at (202) 551-3343, Mara Ransom, Legal Branch Chief, at
(202) 551-3264, or me at  (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director

David J. Meyer
Titan Machinery Inc. November 29, 2007 Page 5  cc: Melodie R. Rose, Esq.  Fredrikson & Byron, P.A.   Via Facsimile

CORRESP
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December 3, 2007

VIA
FEDERAL EXPRESS AND EDGAR

Securities and Exchange
Commission

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

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

Ladies and Gentlemen:

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

The Company hereby acknowledges that:

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

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

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

  Very truly yours,

  TITAN MACHINERY INC.

  By

          /s/ David J. Meyer

  David J. Meyer, Chairman of the Board and

  Chief Executive Officer

CORRESP
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December 3, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

Attn: Mr. H. Christopher Owings

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

  Amendment No. 6 to Registration Statement
  on Form S-1

  Filed December 3, 2007

  File No. 333-145526

Dear Mr. Owings:

On behalf of Titan Machinery Inc. (the “Company”), we submit this
letter in response to comments from the staff of the U.S. Securities and
Exchange Commission (the “Staff”) received by letter dated November 29, 2007. We
appreciate the Staff’s prompt consideration of this response.

In this letter, we have recited the comment from the Staff in
italicized, bold type and have followed the comment with the Company’s response
in regular type. References in this letter to “we”, “our” or “us” mean the
Company or its advisors, as the context may require. The page numbers
referenced in your recited comments in this letter are the same pages indicated
in your letter dated November 29, 2007 and do not conform to the pages numbers
in Amendment No. 6, and the page numbers indicated in our responses conform to
the page numbers in Amendment No. 6.

General

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

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

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

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

Dilution, page 21

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

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

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

Contractual and
Commercial Commitment Summary, page 40

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

2

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

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

Executive
Compensation, page 66

Compensation
Discussion and Analysis, page 66

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

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

3

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

Material Changes to
Compensation Program, page 70

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

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

Consolidated Balance
Sheets, page F-3,

Note 10-Subordinate
Debentures, page F-16

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

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

Note 14-Common Stock
Warrants, page F-21

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

4

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

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

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

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

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

Note
16-Contingencies, page F-23

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

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

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

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

5

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

The registration statement has been revised
in response to this comment

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

Sincerely,

  /s/ Melodie R. Rose

  Melodie R. Rose

Direct Dial:  612.492.7162

Email:  mrose@fredlaw.com

  cc:

  David J. Meyer

  Peter Christianson

  Jonathan R. Zimmerman

  Brian Bluhm

6

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Craig-Hallum
Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, Minnesota  55402

December 3, 2007

  Securities and
  Exchange Commission

  BY EDGAR AND FACSIMILE

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

  Washington, DC 20549

  Re:

  Titan Machinery
  Inc.

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

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned
hereby join Titan Machinery Inc. in requesting that the effective date of the
above referenced Registration Statement on Form S-1 be accelerated and
that such Registration Statement be accelerated so that it will be declared
effective at 4:00 p.m. Eastern Time on Tuesday,
December 4, 2007, or as soon thereafter as possible.

Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act of
1933, as amended, please be advised that between November 16, 2007 and
November 30, 2007, as of 12:00 noon Eastern Time, the undersigned
have effected approximately the following distribution of copies of the
Preliminary Prospectus, dated November 16, 2007:

  FINRA

  0

  Underwriters

  1,658

  Dealers

  0

  Institutions

  1,056

  Others

  0

  Total

  2,714 Copies

  Very truly
  yours,

  CRAIG-HALLUM
  CAPITAL GROUP LLC

  ROBERT W. BAIRD
  & CO. INCORPORATED

  BY:

   CRAIG-HALLUM
  CAPITAL GROUP LLC

   As
  Representative of the Underwriters

  /s/

         John
  L. Flood

  John L. Flood

  Managing
  Partner

Mail Stop 3561

November 5, 2007

 David J. Meyer, Chief Executive Officer Titan Machinery Inc. 4876 Rocking Horse Circle Fargo, North Dakota  58104-6049
Re: Titan Machinery Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 10, 2007  File No. 333-145526
 Dear Mr. Meyer:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

General

1. We note the acknowledgements you have provided at the end of the response
letter from
 your counsel dated Octo ber 10, 2007.  Please ensure that these
acknowledgements are provided direc tly from you, not via counsel.
2. We note your response to comment 1 in  our letter dated September 28, 2007.
We note your indication that you will provide the price ra nge in a future filing to
allow the Commission sufficient tim
e to review your disclosure.  At a minimum,
revise your registration statement to provi de the number of shares you plan to

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 2
register, including the allocation of shares  to be sold among selling shareholders,
in the next amendment, as this informati on is required to be provided pursuant to
Item 501(a)(2) of Regulation S-K and may not be omitted.  As to providing the
price range, we remind you to  provide sufficient time to review this information
and, in this regard, please advise us of your plans as to when you will provide this information, if not in the next amendment.
3. We note your response to prior comment 2 in our letter dated Septem
 ber 28,
2007.  As previously requested, please re vise your disclosure  to identify the
source for the statements you provide as  you have not consistently done so.
Please also address the following:

• You have provided support for the st atement on pages 1 and 25 that you are
the world’s largest retail dealer of Case IH Agriculture equipment and a
major retail dealer of New Holland Ag riculture, Case Construction and New
Holland Construction equipment in the U. S., however, it does not appear that
you have provided support for your belief that you “own and operate one of
the largest networks of full service agricultural and construction equipment
stores in North America.”  Please revise  to provide support for this statement
or delete it.

• We are unable to locate the support you provided for the statement on page 2
that “[d]emand for construction equipm ent in [y]our markets is primarily
driven by public infrastructure spending…”

• It does not appear that you have provid ed support for the statement “CNH is
a leading manufacturer a nd supplier of agricult ural and construction
equipment…”  considering the statemen ts made by CNH in their Form 20-F
are stated in terms of thei r belief and indicate that C NH is “one of the largest
manufacturers” based on units sold.  Please ensure that the statements you
make are consistent with the support provided.

• It does not appear that you have provid ed support for the reference to Fargo
and Bismarck, North Dakota and Rapi d City and Sioux Falls, South Dakota
as “growing regional trade centers” c onsidering the support provided refers
to population growth.
 • On page 51, where you indicate that C NH is the world’s fourth largest
manufacturer of construction equipment,  it is not clear what support you have
provided for this statement.  We note th e data you refer us to indicating that
CNH is the fifth largest company in terms of market share.  Please advise.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 3  Risk Factors, page 8

4. We note your response to prior comment 8 of our letter dated Septem ber 28,
2007.  Some of your risk factor headings do not provide enough information about the risk that follows.  For example,  the risk entitled “O ur business could be
harmed by adverse changes in the agricultura l industries” does not convey the
risk that you discuss below it.  See also, the risk factors entitled “Adverse changes in governmental agricultural policies may harm [y]our business,”
“[y]our business could be harmed by adverse changes in  the construction
industry,” and “[You] will incur increased costs as a result of having publicly
traded common stock” to name just a few.  Please revise your risk factors
headings to ensure that they suffici ently convey the risk discussed.
 Capitalization, page 19

5. Please revise your table to record the pr eferred stock in the m ezzanine section
consistent with your balance sheets presentation.
 Dilution, page 20

6. We note you utilize pro forma tangible book value per share as of July 31, 2007
in com
puting dilution.  Please tell us your  basis for assuming conversion of your
preferred stock immediately prior to the close of this offering.   Likewise tell us your basis for assuming conversion of certa in convertible debentures prior to
closing.  If such conversi ons occur automatically upon closing please advise.
 Management’s Discussion and Analysis of Financial Condition and Results of…, page 23

 Fiscal Year Ended January 31, 2007 Compared to Fiscal Year Ended January…, page 32

 Revenue, page 32

7. We note your response to prior comment 30 in our letter dated Septem ber 28,
2007.  Please elaborate upon whether you have taken steps to alter the “change in
sales practice away from high-volume, lo w-margin sales” so as to improve
revenues at this store and, if not, why not.
 Liquidity and Capital Resources, page 36

8. We note your response to prior comment 31 in our letter dated Septem ber 28,
2007.  It does not appear, however, that you have addressed the last portion of
this comment as it relates to material commitments for capital expenditures, to disclose the nature and amount of those commitments as well as the anticipated
source of funds to fulfill the comm itments.  Please revise or advise.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 4   Contractual and Commercial Commitment Summary, page 40

9. We note the revisions to your disclosure in  response to comment 33 in our letter
dated September 28, 2007.  Please quantify the impacts of insurance, taxes,
m
aintenance and other costs required by operating leases on your operating lease
obligations.
 Business, page 42

 Growth Strategy, page 47

10. We note the revisions to your disclosure in  response to comment 41 in our letter
dated September 28, 2007.  It does not a ppear, however, that you discuss why
you chose to purchase these dealers or the m
anner in which you identify targets.
Please direct us to this disclosu re or revise to provide it.
 Executive Compensation, page 65

 Compensation Discussion and Analysis, page 65

11. We note your response to prior comment  51 of our letter dated Septem ber 28,
2007.  Please revise your discussion to e xplain how you have determined to pay
differing percentages of salary to your o fficers under the Executive Bonus Plan.
12. Under “Setting Executive Compensation,”  we note your reference to the
Econom
ic Research Institute report.  Pleas e revise your discussion to identify the
companies utilized in this report.
13. We note your response to prior comment  52 of our letter dated Septem ber 28,
2007.  You indicate, on the one hand, th at you “do not set pre-determined
quantitative goals” and yet, in the se ntence that follows, you indicate that you
believed that “disclosure of the specific performance related targets would cause
[you] competitive harm.”  Pl ease revise to clarify.
 Material Changes to Compensation Program, page 69

14. We note your response to prior comment  55 of our letter dated Septem ber 28,
2007.  Please revise to identify the comparable company employment agreements you refer to and explain wh at aspects of these agreements you utilized in
establishing these terms.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 5  Financial Statements, page F-1

15. Some of the comments below may result in corrections in the unaudited and
audited f
inancial statements included in the filing.  Additionally, prior comments
62, 65, and 66 could be viewed as correction of errors.  If so, please report the
accounting errors as prio r-period adjustments by restating the financial
statements in accordance with paragraph 25 of SFAS 154.  In doing so, disclose that your previously issued financial statements have been restated along with a
description of the nature of the errors and the effect of their correction on each
financial statement line item and per-sha re effect for each period presented as
required by paragraph 26 of SFAS 154.  Please also label the appropriate
columns and/or line items as “restated.”   In addition, when audited financial
statements are restated to correct an accounting error, the restatement should be
referred to in an explanatory paragra ph in the report of your independent
registered public accounting firm.  Refer to AU Sections 420 and 508 of
Codification of Auditing Standards.  If you do not believe you have error
corrections as a result of staff comment s, please explain your basis in detail.
 Consolidated Balance Sheets, page F-3

16. We note your response to comment 62 in  our letter dated Septem ber 28, 2007
and your revision to your disclosure.   We also note that the Series A and B
preferred shareholders can require you to redeem such securities at their stated
amount plus any preferred return.  We interpret this to mean that ultimate
payment of unpaid cumulative dividends is not solely within your control.  Refer
to SAB Topic 3:C.  Accordingly, please revise to record the unpaid accumulated
dividend related to the preferred stock as a charge to retain ed earnings and an
increase to the preferred stock accounts in  the year such divi dends accrued to the
benefit of the holder.  Re fer to SAB Topic 6:B for cl assification in the income
statement.  If warrants were issued in connection with preferred stock, tell us if
you recorded a deemed dividend for the intrinsic value of any beneficial
conversion features of the preferred st ock pursuant to EITFs 98-5 and 00-27.  If
not, please show us your basis in GAAP for your conclusion, including your
determination of the fair market value of the underlying common stock and the effective conversion rate as defined in EITF 00-27.  Finally, tell us the fair value assigned to the warrants issued with the preferred shares disclosed in Note 14 on
page F-21.  If no value was assigned, pl ease explain your basis in GAAP for not
recording such warrants at their fa ir market value at issuance.
17. We note your response to comment 64 in our letter dated Septem
 ber 28, 2007.
Please explain the nature of the syndica tion fees including whether and how they
relate to the current stock offering bei ng registered.  If they are not related,
please note these costs should be charge d against the offering proceeds to which
they relate and not presented as a cont ra-account within your equity.  If such

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 6
costs relate to the current offering, explain your basis for contra-equity presentation including how they meet  the requirements of SAB Topic 5:A
(specific and incremental).  Also note Technical Practice Aide 4110.10 for
balance sheet classification.
 Consolidated Statements of Operations, page F-4

18. Your diluted earnings per share for th e year ended January 31, 2005 does not
foot, please revise.
 Consolidated Statem
ent of Cash Flows, page F-6
19. We note your response to comment 69 in our letter dated Septem ber 28, 2007.
We understand the arrangement is substantiv ely the same as an arrangement with
your supplier’s finance subsidiary, however the use of a third pa rty lender alters
the classification of the arrangement with in the cash flow statement pursuant to
paragraph 19.b of SFAS 95.  Please note that the requirements of Technical
Practice Aid 1300.16 would need to be met to classify your financing
arrangement as operating.  Therefore, pl ease revise to report the purchase of
inventory as an operating cash outflow, the loan as a financing cash inflow, and the repayment of the loan as a financing cash outflow.
 Note 1─ Business Activity and Significant Accounting Policies, page F-8

20. We reviewed the revisions to your disclosure in response to comment 70 in our
letter dated Septem
ber 28, 2007.   Please clarify for us why including preferred
stock and convertible debentures would have an anti-dilutive effect in your
diluted earnings per share calculation for periods prior to January 1, 2007.
Specially explain why warrants were ex cluded for all periods presented.  If
warrants are anti-dilutive under the treasury stock me thod, please explain what
fair value and exercise price were used to assume repurchase of the shares underlying the warrants with proceeds from  exercise.   Additionally, please
provide us with detailed schedules  supporting your earnings per share
calculations for each period presented.  Please ensure you include the following items related to your earni ngs per share calculation:
• Your calculation of preferred divi dends and interest on convertible
debentures, net of tax effects;
• Your calculation of the shar es attributable to prefe rred stock and debentures
assumed to have been converted at the be ginning of the periods, or at time of
issuance, if later, and the resul ting common shares included in the
denominator; and
• Your calculation of the av erage price of your common stock for the periods
and how you calculated the amounts.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 7   Note 7─ Long-Term Debt, page F-13

21. We note your response to comment 73 in our letter dated Septem ber 28, 2007.
Please provide us with your materi ality analysis which addresses both
quantitative and qualitative factors you considered for each year presented.
Refer to SAB Topic 1:M and SAB 108.  Please ensure your response addresses
how you arrived at the imputed interest  amounts you used in your calculations.
Additionally, please include in your analysis the non-in terest bearing floorplan
notes payable.  Your revised disclosure  in footnote (1) on page 22 suggests that
some of the notes do not accrue interest.
 Note 10- Subordinated Debentures, page F-16

22. We have read your response to comme nt no 76.  Please explain to us how you
apply “the treasury stock m
ethod to calculate the dilutive  effective effect of the
assumed conversion of the convertible debt on the denominator”.   Tell us why you do not utilize the “if converted” method.
 Note 14─ Common Stock Warrants, page F-21

23. We note your response to comment 81 in our letter dated Septem ber 28, 2007.
Please note that we were re ferring to a beneficial conve rsion factor in the notes
as opposed to the warrants.  To furt her our understanding of how you recorded
the transaction, tell us the amount of pro ceeds received from the convertible debt
and the warrants.  Show us the relative fair value allocation of the proceeds related to the convertible debt and warrant s.  Finally, tell us if you measured the
beneficial conversion option based on the intrinsic value of the allocated amount
to the convertible debt using the eff

CORRESP
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filename1.htm

November 16, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

Attn: Mr. H. Christopher Owings

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

  Amendment No. 4 to Registration Statement
  on Form S-1

  Filed November 16, 2007

  File No. 333-145526

Dear Mr. Owings:

On behalf of Titan Machinery Inc. (the “Company”), we submit this
letter in connection with the filing of Amendment No. 4 to the Company’s
Registration Statement on Form S-1. Amendment No. 3 to the Form S-1 was filed
on November 15, 2007 and contained inconsistencies between certain figures in
the balance sheets in the “Summary Financial Data” and “Selected Financial
Data” sections. We have corrected those inconsistencies in Amendment No. 4 and
will supplementally provide you with a marked copy of Amendment No. 4
highlighting the changes.

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

Sincerely,

  /s/ Alexander Rosenstein

  Alexander Rosenstein

Direct Dial:  612.492.7341

Email:  arosenstein@fredlaw.com

  cc:

  David J. Meyer

  Peter Christianson

  Jonathan R. Zimmerman

  Brian Bluhm

CORRESP
1
filename1.htm

November
15, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

Attn: Mr. H. Christopher Owings

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

Washington, DC  20549

  Re:

  Titan Machinery Inc.

  Amendment
  No. 3 to Registration Statement on Form S-1

  Filed
  November 15, 2007

  File No.
  333-145526

Dear Mr. Owings:

On behalf of Titan Machinery
Inc. (the “Company”), we submit this letter in response to comments from the
staff of the U.S. Securities and Exchange Commission (the “Staff”) received by
letter dated November 5, 2007.  We
appreciate the Staff’s prompt consideration of this response.

In this letter, we have
recited the comment from the Staff in italicized, bold type and have followed
the comment with the Company’s response in regular type.  References in this letter to “we”, “our” or “us”
mean the Company or its advisors, as the context may require.  The page numbers referenced in your recited
comments in this letter are the same pages indicated in your letter dated
November 5, 2007 and do not conform to the pages numbers in Amendment No. 3,
and the page numbers indicated in our responses conform to the page numbers in
Amendment No. 3.

General

1.  We note the acknowledgements
you have provided at the end of the response letter from your counsel dated
October 10, 2007.  Please ensure that
these acknowledgements are provided directly from you, not via counsel.

The Company’s acceleration
request will contain the acknowledgments provided directly from the Company.

2.             We note your
response to comment 1 in our letter dated September 28, 2007.  We note your indication that you will provide
the price range in a future filing to allow the Commission sufficient time to
review your disclosure.  At a minimum,
revise your registration statement to provide the number of shares you plan to
register, including the allocation of shares to be sold among selling
shareholders, in the next amendment, as this information is required to be
provided pursuant to Item 501(a)(2) of Regulation S-K and may not be omitted.  As to providing the price range, we remind
you to provide sufficient time to review this information and, in this regard,
please advise us of your plans as to when you will provide this information, if
not in the next amendment.

We have included in the
amended filing the price range and the number of shares we plan to register,
including the allocation of shares to be sold among selling stockholders.

3.             We note your
response to prior comment 2 in our letter dated September 28, 2007.  As previously requested, please revise your
disclosure to identify the source for the statements you provide as you have
not consistently done so.  Please also
address the following:

•                                          You
have provided support for the statement on pages 1 and 25 that you are the world’s
largest retail dealer of Case IH Agriculture equipment and a major retail
dealer of New Holland Agriculture, Case Construction and New Holland
Construction equipment in the U.S., however, it does not appear that you have
provided support for your belief that you “own and operate one of the largest
networks of full service agricultural and construction equipment stores in
North America.”  Please revise to provide
support for this statement or delete it.

•                                          We
are unable to locate the support you provided for the statement on page 2 that “[d]emand
for construction equipment in [y]our markets is primarily driven by public
infrastructure spending...”

•                                          It
does not appear that you have provided support for the statement “CNH is a
leading manufacturer and supplier of agricultural and construction equipment...”  considering the statements made by CNH in
their Form 20-F are stated in terms of their belief and indicate that CNH is “one
of the largest manufacturers” based on units sold.  Please ensure that the statements you make
are consistent with the support provided.

•                                          It
does not appear that you have provided support for the reference to Fargo and
Bismarck, North Dakota and Rapid City and Sioux Falls, South Dakota as “growing
regional trade centers” considering the support provided refers to population
growth.

•                                          On
page 51, where you indicate that CNH is the world’s fourth largest manufacturer
of construction equipment, it is not clear what support you have provided for
this statement.  We note the data you
refer us to indicating that CNH is the fifth largest company in terms of market
share.  Please advise.

The registration statement
has been revised in response to this comment to identify the sources. A
supplementary binder of supporting documentation for the statements referenced
above, which is appropriately referenced to the statements that such material
supports, will be sent to you under separate cover.

2

Risk Factors, page 8

4.             We note your response
to prior comment 8 of our letter dated September 28, 2007.  Some of your risk factor headings do not
provide enough information about the risk that follows.  For example, the risk entitled “Our business
could be harmed by adverse changes in the agricultural industries” does not
convey the risk that you discuss below it.
See also, the risk factors entitled “Adverse changes in governmental
agricultural policies may harm [y]our business,” “[y]our business could be
harmed by adverse changes in the construction industry,” and “[You] will incur
increased costs as a result of having publicly traded common stock” to name
just a few.  Please revise your risk
factors headings to ensure that they sufficiently convey the risk discussed.

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

Capitalization, page 19

5.             Please revise your
table to record the preferred stock in the mezzanine section consistent with
your balance sheets presentation.

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

Dilution, page 20

6.             We note you utilize
pro forma tangible book value per share as of July 31, 2007 in computing
dilution.  Please tell us your basis for
assuming conversion of your preferred stock immediately prior to the close of
this offering.  Likewise tell us your
basis for assuming conversion of certain convertible debentures prior to
closing.  If such conversions occur
automatically upon closing please advise.

The registration statement
has been revised in response to this comment with the addition of the following
text on page 20:  “Our preferred stock
automatically converts into common stock upon consummation of this offering in
accordance with the terms of the preferred stock set forth in the applicable
certificates of designation, certain convertible subordinated debentures will
be exchanged for shares of common stock in accordance with an agreement we have
entered into with the holders of the debentures, and the other debentures will
be converted by CNH Capital into shares of common stock that CNH Capital will
sell in this offering.”

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

Fiscal Year Ended January 31,
2007 Compared to Fiscal Year Ended January..., page 32

Revenue, page 32

7.             We note your
response to prior comment 30 in our letter dated September 28, 2007.  Please elaborate upon whether you have taken
steps to alter the “change in sales practice away from high-volume, low-margin
sales” so as to improve revenues at this store and, if not, why not.

3

The reason for the
period-to-period variance in same-store sales was because of the change in
sales practice away from high-volume, low-margin sales.  We have worked with this store to change its
sales practices to our preferred sales practice of focusing on higher margin
sales, which resulted in lower volume at the store. We have revised the
registration statement in response to this comment on page 32 to make this more
clear.

Liquidity and Capital Resources,
page 36

8.             We note your
response to prior comment 31 in our letter dated September 28, 2007.  It does not appear, however, that you have
addressed the last portion of this comment as it relates to material commitments
for capital expenditures, to disclose the nature and amount of those
commitments as well as the anticipated source of funds to fulfill the
commitments.  Please revise or advise.

We do not have any material
commitments for capital expenditures.  The
registration statement has been revised in the second paragraph under the “Adequacy
of Capital Resources” section on page 40 in response to this comment.

Contractual and Commercial
Commitment Summary, page 40

9.             We note the
revisions to your disclosure in response to comment 33 in our letter dated
September 28, 2007.  Please quantify the
impacts of insurance, taxes, maintenance and other costs required by operating
leases on your operating lease obligations.

These costs are not included
in our operating lease obligations and thus have no impact.  We do not believe that FASB Statement of
Financial Accounting Standards No. 13, Accounting for Leases,
requires these costs to be included in our operating lease obligations.

Business, page 42

Growth Strategy, page 47

10.          We note the revisions
to your disclosure in response to comment 41 in our letter dated September 28,
2007.  It does not appear, however, that
you discuss why you chose to purchase these dealers or the manner in which you
identify targets.  Please direct us to
this disclosure or revise to provide it.

                                                We feel that we
have adequately disclosed in the second and third paragraphs of the “Make
Selective Acquisitions” section on pages 49 and 50 why we choose to purchase
particular dealers and the manner in which we identify targets.  We chose to make the acquisitions as we
believed at the time of acquisition that these stores offered attractive growth
opportunities, high demand for the equipment we sell and services we offer,
management strength and contiguity with our existing geography.  Also, we have added construction stores in
local markets in which we sell agricultural equipment but do not have

4

construction dealership
agreements with CNH.  The registration
statement has been further revised in response to this comment to change the
first sentence of the third paragraph of the “Make Selective Acquisitions”
section on page 50 to the following:

                                                “We believe
that we are effectively able to identify attractive acquisition candidates due
to our leadership position in the industry, our track record of completing and
integrating acquisitions, and our contacts in and knowledge of our industry and
geographic region.”

Executive Compensation, page 65

Compensation Discussion and
Analysis, page 65

11.          We note your response
to prior comment 51 of our letter dated September 28, 2007.  Please revise your discussion to explain how
you have determined to pay differing percentages of salary to your officers
under the Executive Bonus Plan.

The registration statement
has been revised in response to this comment on page 69 to reflect the fact
that the different bonus percentages are a function of the different roles and
responsibilities of our executive officers.

12.          Under “Setting
Executive Compensation,” we note your reference to the Economic Research
Institute report.  Please revise your
discussion to identify the companies utilized in this report.

The Economic Research
Institute report we used to guide us in setting executive  compensation does not identify the companies
used in the report and the registration statement has been revised on page 67
to make this clear.

13.          We note your response
to prior comment 52 of our letter dated September 28, 2007.  You indicate, on the one hand, that you “do
not set pre-determined quantitative goals” and yet, in the sentence that
follows, you indicate that you believed that “disclosure of the specific
performance related targets would cause [you] competitive harm.”  Please revise to clarify.

The registration statement
has been revised on page 69 to clarify the manner in which the compensation
committee considers performance factors in awarding bonuses.

Material Changes to Compensation
Program, page 69

14.          We note your response
to prior comment 55 of our letter dated September 28, 2007.  Please revise to identify the comparable
company employment agreements you refer to and explain what aspects of these
agreements you utilized in establishing these terms.

The registration statement
has been revised on page 71 to more accurately reflect the manner in which we
determined the terms of the agreements.

5

Financial Statements, page F-1

15.          Some of the comments
below may result in corrections in the unaudited and audited financial
statements included in the filing.
Additionally, prior comments 62, 65, and 66 could be viewed as
correction of errors.  If so, please
report the accounting errors as prior-period adjustments by restating the
financial statements in accordance with paragraph 25 of SFAS 154.  In doing so, disclose that your previously
issued financial statements have been restated along with a description of the
nature of the errors and the effect of their correction on each financial
statement line item and per-share effect for each period presented as required
by paragraph 26 of SFAS 154.  Please also
label the appropriate columns and/or line items as “restated.”  In addition, when audited financial
statements are restated to correct an accounting error, the restatement should
be referred to in an explanatory paragraph in the report of your independent
registered public accounting firm.  Refer
to AU Sections 420 and 508 of Codification of Auditing Standards.  If you do not believe you have error
corrections as a result of staff comments, please explain your basis in detail.

We
have determined that the financial statements did include errors and have added
Footnote 21 to the audited financial statements describing the nature of the
errors and the effect of the corrections on the financial statements and
earnings per share.  We have identified
all corrected columns and line items as restated.  The error correction is also referred to in
an explanatory paragraph in the report of our independent registered public
accounting firm.

Consolidated Balance Sheets, page
F-3

16.          We note your response
to comment 62 in our letter dated September 28, 2007 and your revision to your
disclosure.  We also note that the Series
A and B preferred shareholders can require you to redeem such securities at
their stated amount plus any preferred return.
We interpret this to mean that ultimate payment of unpaid cumulative
dividends is not solely within your control.
Refer to SAB Topic 3:C.
Accordingly, please revise to record the unpaid accumulated dividend
related to the preferred stock as a charge to retained earnings and an increase
to the preferred stock accounts in the year such dividends accrued to the
benefit of the holder.  Refer to SAB
Topic 6:B for classification in the income statement.  If warrants were issued in connection with
preferred stock, tell us if you recorded a deemed dividend for the intrinsic
value of any beneficial conversion features of the preferred stock pursuant to
EITFs 98-5 and 00-27.  If not, please
show us your basis in GAAP for your conclusion, including your determination of
the fair market value of the underlying common stock and the effective
conversion rate as defined in EITF 00-27.
Finally, tell us the fair value assigned to the warrants issued with the
preferred shares disclosed in Note 14 on page F-21.

CORRESP
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filename1.htm

October 10, 2007

VIA FEDERAL EXPRESS AND EDGAR

Securities and Exchange Commission

Attn: Mr. H. Christopher Owings

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

Washington, DC  20549

Re:                             Titan
Machinery Inc.

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

Filed
October 10, 2007

File No. 333-145526

Dear Mr. Owings:

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

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

General

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

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

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

1

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

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

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

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

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

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

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

2

Outside Front Cover of Prospectus

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

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

Table of Contents

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

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

Summary, page 1

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

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

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

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

Summary Financial Data, page 6

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

3

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

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

Risk Factors, page 8

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

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

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

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

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

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

4

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

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

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

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

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

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

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

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

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

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

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

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

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

5

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

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

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

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

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

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

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

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

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

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

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

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

Use of Proceeds, page 20

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

6

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

18.         Among the uses of y

Mail Stop 3561

         August 21, 2007

David J. Meyer
Chairman and Chief Executive Officer
Titan Machinery Inc.
4876 Rocking Horse Circle
Fargo, ND  58104-6049

  Re: Titan Machinery Inc.
   Registration Statement on Form S-1
   Filed August 17, 2007
   File No. 333-145526

Dear Mr. Meyer:

 This is to advise you that a preliminar y review of the above registration statement
indicates that it fails in numerou s material respects to comply with the requir ements of the
Securities Act of 1933, th e rules and regulations under that Act, and th e requirements of the
form.  For this reason, we will not perfor m a detailed examination of the registration
statement, and we will not issue any comments because to do so would delay the review of
other disclosure documents th at do not appear to contai n comparable deficiencies.

 You are advised that we will  not recommend acceleration of  the effective date of the
registration statement and that, should the registration statem ent become effective in its
present form, we would be re quired to consider what reco mmendation, if any, we should
make to the Commission.

 We suggest that you cons ider submitting a substantive amendment to correct the
deficiencies or a request fo r withdrawal of the filing.

       S i n c e r e l y ,

       H .  C h r i s t o p h e r  O w i n g s
       A s s i s t a n t  D i r e c t o r

cc via facsimile (612) 492-7077
Robert K. Ranum, Esq.
Fredrikson & Byron, P.A.