HARLEY-DAVIDSON, INC. — Director's Dealing 2012

May 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2012-04-30

Reporting Person: JAMES DONALD A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	A	1910.9497	$52.3300	Acquired	18364.7957	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Share Units	$	A	1910.9497	Acquired		Common Stock (1910.9497)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	393675.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$52.4000	2012-05-05	Common Stock (1800.0000)	1800.0000	Direct
Stock Option (right to buy)	$46.9500	2011-05-06	Common Stock (600.0000)	600.0000	Direct

Footnotes

F1: Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended

F2: 1-for-1

F3: Share units are payable in issuer's common stock following termination of service as a director & are subject to earlier payment pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended (share units payable in cash in limited circumstances according to the Plan)

F4: Includes shares of Common Stock acquired through automatic reinvestment of dividends.

F5: All options are currently exercisable.