HARLEY-DAVIDSON, INC. — Director's Dealing 2010

Oct 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2010-10-20

Reporting Person: LEVATICH MATTHEW S (President & COO of HDMC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-20	Common Stock	J	8747.8000	—	Acquired	11921.0917	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1348.0000	Direct
Common Stock (restricted stock)	47676.0000	Direct
Common Stock	10.1459	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$52.4500	2014-02-10	Common Stock (8883.0000)	8883.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (42559.0000)	42559.0000	Direct
Stock Option (right to buy)	$40.7200	2013-02-12	Common Stock (3314.0000)	3314.0000	Direct
Stock Option (right to buy)	$12.3000	2019-02-12	Common Stock (30801.0000)	30801.0000	Direct
Stock Option (right to buy)	$52.1000	2012-02-13	Common Stock (2490.0000)	2490.0000	Direct
Stock Option (right to buy)	$39.0400	2018-02-13	Common Stock (19447.0000)	19447.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (5356.0000)	5356.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (9149.0000)	9149.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (5957.0000)	5957.0000	Direct
Stock Option (right to buy)	$21.5200	2019-05-01	Common Stock (58076.0000)	58076.0000	Direct

Footnotes

F1: On October 20, 2010, Mr. Levatich reallocated the funds in his 401(k) account.

F2: On 2/14/2010, 1,562 shares of restricted stock vested. 632 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 930 shares are now reflected as common stock.

F3: Restricted stock granted 2006-2009 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 2/14/06, 2/14/07, and 2/13/08 are subject to forfeiture until completion of a four year vesting period, except that 50% of the shares may vest after two years based on performance. The shares of restricted stock granted on 2/12/09 are subject to forfeiture until completion of a four-year vesting period. The restricted stock granted 2/10/10 was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and one-third of the shares of restricted stock vest on each of the first three anniversaries of the date of grant and the shares are subject to forfeiture until vested. On 2/14/2010, 1,562 shares of restricted stock vested. 632 shares were withheld to pay the tax withholding associated with the vesting. Accordingly, the remaining 930 shares are now reflected as common stock.

F4: Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

F5: All options are currently exercisable.

F6: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F7: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan and shall become exercisable for one-third of the shares covered by the option on each of the first three anniversaries of the date of grant.

F8: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F9: Options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

F10: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.