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

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2012-05-01

Reporting Person: Jones Paul J (VP, General Counsel & Sec'y)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	10000.0000	$24.0100	Acquired	10435.0000	Direct
2012-05-01	Common Stock	S	10435.0000	$52.3000	Disposed	0.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Stock Option (right to buy)	$24.0100	M	10000.0000	Disposed	2020-08-26	Common Stock (10000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	14864.0000	Direct
Common Stock	616.0938	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (11039.0000)	11039.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (6788.0000)	6788.0000	Direct

Footnotes

F1: The restricted stock granted 8/26/10, 2/9/11 and 2/6/12 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.

F2: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

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.