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


    DIVISION OF
CORPORATION FINANCE


                                                                    March 23,
2020



Robert J. Bishop
Managing Principal and Managing Member
Impala Asset Management LLC
107 Cherry Street, 2nd Floor
New Canaan, CT 06840

        Re:     Harley-Davidson, Inc.
                PREC14A preliminary proxy statement filing made on Schedule 14A
                Filed on March 17, 2020 by Impala Asset Management LLC, et al.
                File No. 001-09183

Dear Mr. Bishop,

        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

General

1. Please refer to the following statement appearing on page three: "[a]s of
the date hereof, the
   Participants beneficially owned 3,131,405 shares of Common Stock in the
aggregate..."
   Assuming that the term "hereof" as used in this context relates to the
approximate date upon
   which the proxy statement is expected to be mailed, and that date is at
present unknown,
   please advise us, with a view toward revised disclosure, how this amount
will be affirmed.

Background of this proxy solicitation, page 4

2. Please disclose how the participants concluded that they owned an "average"
of
   "approximately two million shares" since 2008. Please take into account
publicly available
   information disclosed in Form 13F filings, including whether or not the
amount of beneficial
   ownership has dropped to zero within the past fourteen months. See Rule
14a-9.
 Robert J. Bishop
Impala Asset Management LLC
March 23, 2020
Page 2

Reasons for this proxy solicitation, page 5

3. Please provide us with the support for the assertion that "the Board
compensated" the then-
   CEO in the increased amount specified. Alternatively, please revise to
remove the
   implication that the Board specifically authorized a compensation increase
of 20%.

Our Director Nominees, page 6

4. The inclusion of the numeric age of the director nominees together with the
address of these
   candidates is at risk of not being readily discernable by reasonable
shareholders. Please
   revise to remove the implication that the ages and business addresses have
been intentionally
   conflated out of an interest in obfuscating the age of such candidates. See
Rule 14a-5(a).

Vote Required, page 8

5. Please advise us, with a view towards revised disclosure, of the basis upon
which the
   participants have relied to conclude that broker non-votes may exist in the
instant solicitation
   with respect to any of the proposals. Please make conforming changes
throughout the filing.

Proposal 2: Advisory Vote on the Compensation of Named Executive Officers, page
9

6. Please refer to the following assertion: "Harley-Davidson allowed several of
its senior
   executives to use Harley-Davidson's privately owned jets for the executive's
personal use,
   which we believe is both a waste of corporate resources and an extravagant
perquisite."
   Please provide us with the factual foundation for this allegation, including
the basis for the
   implied belief that the executives do not reimburse the registrant, or
delete the contention.

7. Please refer to the following statement: "None of Mr. Zeitz's compensation
is tied to his
   performance as interim CEO." Advise us, with a view toward revised
disclosure, exactly
   what is meant by the term "performance" in this context. If Mr. Zeitz is
charged, in whole or
   in part, with the responsibility of identifying, recruiting and hiring a new
CEO, then the use
   of the term "performance" appears in need of clarification and further
qualification.

What are "broker non-votes" and what effect do they have on the Proposals?,
page 14

8. Please refer to the following representation: "broker non-votes occur when
shares held by a
   broker, bank or other nominee in `Street Name' for a beneficial owner are
not voted with
   respect to a particular proposal because the broker, bank, or other nominee
has not received
   voting instructions from the beneficial owner ..." Please advise us of the
legal basis upon
   which the participants have 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.
 Robert J. Bishop
Impala Asset Management LLC
March 23, 2020
Page 3

Form of Proxy

9. The place holders reserved for the "Excluded Company Nominees", at present,
indicate that
   the participants will not vote for seven of the registrant's nine director
nominees instead of
   the two unnamed persons planned. Please revise to remove this unintended
implication.

          We remind you that the participants are 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:      Eleazer Klein, Esq.
         Brandon Gold, Esq.