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: WANDELL KEITH E (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock (restricted stock)	A	37358.0000	—	Acquired	231199.0000	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	119545.0000	Acquired	2021-02-09	Common Stock (119545.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000.0000	Direct
Common Stock	273.9800	Indirect
Common Stock	500.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (195308.0000)	195308.0000	Direct
Stock Option (right to buy)	$21.5200	2019-05-01	Common Stock (227102.0000)	227102.0000	Direct

Footnotes

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

F2: The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. One-third of the shares of restricted stock granted on 2/9/11 and 2/10/10 vest on each of the first three anniversaries of the date of grant and the shares are subject to forfeiture until vested. The restricted stock granted on 5/01/09 will vest at the rate of 33-1/3% per year beginning on 4/30/11.

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: 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.