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

May 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARLEY DAVIDSON INC (HOG)
CIK: 0000793952
Period of Report: 2012-05-07

Reporting Person: WANDELL KEITH E (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common Stock	G	4000.0000	$0.0000	Disposed	53511.0000	Direct
2012-05-07	Common Stock	M	50000.0000	$21.5200	Acquired	128213.0000	Direct
2012-05-07	Common Stock	S	50000.0000	$51.3700	Disposed	78213.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-07	Stock Option (right to buy)	$21.5200	M	50000.0000	Disposed	2019-05-01	Common Stock (50000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (restricted stock)	123905.0000	Direct
Common Stock	795.3436	Indirect
Common Stock	500.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$45.3200	2022-02-06	Common Stock (110032.0000)	110032.0000	Direct
Stock Option (right to buy)	$41.3300	2021-02-09	Common Stock (119545.0000)	119545.0000	Direct
Stock Option (right to buy)	$22.6300	2020-02-10	Common Stock (195308.0000)	195308.0000	Direct

Footnotes

F1: This balance reflects common stock held by Mr. Wandell as of April 30, 2012 and does not include shares received as a result of restricted stock that vested on May 1, 2012.

F2: On May 3, 2012, a Form 4 was filed to report that 19,567 shares of common stock were withheld to pay the tax withholding associated with the vesting on May 1, 2012 of 44,269 shares of restricted stock held by Mr. Wandell. The remaining 24,702 shares are reflected as common stock.

F3: The restricted stock was granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan. The restricted stock granted on 5/01/09 vests at the rate of 33-1/3% per year beginning on 4/30/11. One-third of the shares of restricted stock granted on 2/6/12, 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.

F4: Granted pursuant to the Harley-Davidson, Inc. 2009 Incentive Stock Plan

F5: 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.

F6: 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.