HARLEY-DAVIDSON, INC. — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2011-02-09

Reporting Person: Olin John A (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock (restricted stock)	A	4081.0000	—	Acquired	28116.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Stock Option (right to buy)	$41.3300	A	13059.0000	Acquired	2021-02-09	Common Stock (13059.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4326.0000	Direct
Common Stock	1302.2120	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$52.4500	2014-02-10	Common Stock (11104.0000)	11104.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (44465.0000)	44465.0000	Direct
Stock Option (right to buy)	$12.3000	2019-02-12	Common Stock (22587.0000)	22587.0000	Direct
Stock Option (right to buy)	$39.0400	2018-02-13	Common Stock (28760.0000)	28760.0000	Direct
Stock Option (right to buy)	$51.4600	2016-02-14	Common Stock (5793.0000)	5793.0000	Direct
Stock Option (right to buy)	$68.9100	2017-02-14	Common Stock (6111.0000)	6111.0000	Direct
Stock Option (right to buy)	$61.2000	2015-02-15	Common Stock (7081.0000)	7081.0000	Direct
Stock Option (right to buy)	$42.7650	2013-05-19	Common Stock (5000.0000)	5000.0000	Direct
Stock Option (right to buy)	$28.5400	2019-10-19	Common Stock (30000.0000)	30000.0000	Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F2: Restricted stock granted 2007-2009 was granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. The shares of unvested restricted stock granted on 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 and 2/9/11 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.

F3: Options granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan 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.

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

F5: All options are currently exercisable.

F6: 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.

F7: Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

F8: 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.

F9: 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.