UNITED STATES
                                SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


    DIVISION OF
CORPORATION FINANCE


                                                                    March 17,
2020
Jochen Zeitz
Chairman of the Board and Acting CEO and President
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

        Re:     Harley-Davidson, Inc.
                PREC14A preliminary proxy statement filing made on Schedule 14A
                Filed on March 13, 2020 by Harley-Davidson, Inc.
                File No. 001-09183

Dear Mr. Zeitz,

        We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the disclosure.

        Please respond to this letter by amending the filing and/or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances, and/or do
not believe an amendment is appropriate, please tell us why in a written
response.

        After reviewing any amendment to the filing and any information
provided in response to
    these comments, we may have additional comments.

Schedule 14A

Letter to Shareholders

1. The first page of the proxy statement, as defined in Rule 14a-1(g)  and
distinguished from
   the Notice or any letter to shareholders  must be marked as preliminary.
Given that a
   preliminary proxy statement may be lawfully disseminated under Rule
14a-3(a), please place
   the required legend on the proxy statement. See Rule 14a-6(e)(1) of
Regulation 14A.

Important, First Page

2. Although the disclosure intimates that printed copies of the proxy statement
will be furnished
   to shareholders via U.S. mail, the disclosure on page 76 leaves open the
possibility that the
   proxy statement will be distributed electronically to the exclusion of other
methods while
   suggesting its availability on a dedicated website. Please advise us whether
or not Harley-
   Davidson will be relying upon Rule 14a-16 to distribute the proxy statement
electronically as
   the primary means of fulfilling its obligations under Rule 14a-3(a) and Rule
14a-4(f). If so,
   please summarize for us how compliance with Rule 14a-16 has been
effectuated.
 Jochen Zeitz
Harley-Davidson, Inc.
March 17, 2020
Page 2

Proposal One: Election of Directors, page 1

3. Notwithstanding the registrant's director eligibility requirements, lease
confirm, and consider
   disclosing, if true, that each director nominee has consented to being named
in the proxy
   statement and to serve if elected. See Rule 14a-4(d)(1).

4. We note that the "entire Board is elected annually." Please revise to
specifically state the
   exact term for which each director nominee, if elected, would be authorized
to serve.

Voting Requirements, page 20

5. Please advise us, with a view towards revised disclosure, of the basis upon
which the
   registrant has relied to conclude that broker non-votes may exist in the
instant solicitation
   with respect to any of the proposals.

Independence of Directors, page 24

6. Please disclose the standard by which independence has been determined.

What constitutes a quorum?, page 71

7. Please refer to the following representation: "in those instances where
banks, brokers or
   other nominees who hold shares on behalf of others have returned a proxy but
could not vote
   the shares on particular matters without receiving voting instructions from
the beneficial
   owners (`broker non-votes')..." Please advise us of the legal basis upon
which the registrant
   has relied to conclude that persons other than brokers, such as banks and
other holders of
   record, may be ineligible to vote shares in the absence of instructions
timely transmitted by
   beneficial owners. Alternatively, please revise to remove the implication
that banks and
   other holders of record are the equivalent of brokers and thus might not
vote absent
   instructions from beneficial owners. See Item 21(b) of Schedule 14A.

Form of Proxy

8. Please revise the disclosure regarding the intended use of the discretionary
authority
   available under Rule 14a-4(c)(1) so it conforms to the disclosure standard
codified in that
   provision. At present, the disclosure suggests the right to use
discretionary authority is
   absolute inasmuch as it can unconditionally be exercised "on any other
matters that may arise
   at the 2020 Annual Meeting of Shareholders..."
 Jochen Zeitz
Harley-Davidson, Inc.
March 17, 2020
Page 3

       We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers &
Acquisitions

cc:    Patrick G. Quick, Esq.
       John K. Wilson, Esq.