8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported):	July 13, 2005

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	1-9183	39-1382325
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

(Address of principal executive offices, including zip code)

(414) 342-4680

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.     Results of Operations and Financial Condition.

        On July 13, 2005, Harley-Davidson, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s second quarter financial results for the financial period ended June 26, 2005. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report.

Item 9.01.     Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits. The following exhibit is being furnished herewith:

(99.1) Press Release of Harley-Davidson, Inc., dated July 13, 2005.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARLEY-DAVIDSON, INC.
Date: July 13, 2005	By:  /s/ Gail A. Lione
	Gail A. Lione
	Vice President, General Counsel and Secretary

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HARLEY-DAVIDSON, INC.

Exhibit Index to Current Report on Form 8-K
Dated July 13, 2005

Exhibit
Number

(99.1) Press Release of Harley-Davidson, Inc., dated July 13, 2005.

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EX-99.1

Release according to instructions

Financial Contact:	Mark Van Genderen (414) 343-8002
Media Contact:	Susan Walton (414) 343-7565

HARLEY-DAVIDSON ACHIEVES RECORD QUARTERLY REVENUE AND EARNINGS PER SHARE

WORLDWIDE RETAIL SALES ALSO AT RECORD LEVELS

        Milwaukee, Wis., July 13, 2005 — Harley-Davidson, Inc. (NYSE: HDI) today announced record earnings per share (EPS) of 84 cents for the quarter ended June 26, 2005 compared to 83 cents for the year ago quarter. Revenue for the quarter was $1.333 billion compared with $1.328 billion in the year ago quarter, a 0.4 percent increase. Net income for the quarter was $237.4 million, slightly lower than last year’s $247.2 million. During the second quarter, the Company repurchased 17.7 million shares of its common stock, in addition to the 2.9 million shares repurchased during the first quarter of this year.

        “Harley-Davidson had a successful second quarter,” said Jim Ziemer, Chief Executive Officer, Harley-Davidson, Inc. “The Company produced record revenue despite lower motorcycle shipments compared to the year ago quarter. We shipped 77,000 motorcycles to our dealers as planned, while retail sales of Harley-Davidson® motorcycles grew to record levels of 114,000 units, up nearly 6 percent compared to the same period last year. In addition, we increased our stock repurchase investment to over $1 billion year-to-date. Earnings per share were at an all-time high for any quarter in our history,” said Ziemer.

        “During the quarter, our dealers’ retail sales continued to grow worldwide. European demand for Harley-Davidson motorcycles drove an increase of more than 23 percent in retail sales in that market. Retail sales in the remainder of our international markets grew more than 11 percent compared to last year’s second quarter. In the U.S., sales of Harley-Davidson motorcycles were at an all time high, up 3.2 percent over an exceptional increase of nearly 19 percent in the year-ago quarter,” said Ziemer.

        “For the full year, the Company is on course to ship our target of 329,000 Harley-Davidson motorcycles, yielding a shipment growth rate of 3.7 percent. At the end of the first quarter, we set expectations that this wholesale shipment volume would drive earnings per share growth of 5 – 8 percent for the year. Given the number of shares we repurchased during the first half of the year, 2005 earnings per share growth is now anticipated to be in the 10 – 13 percent range,” he said.

        “Harley-Davidson’s longer-term guidance remains at 7 – 9 percent annual growth in motorcycle unit shipments, supporting earnings per share growth in the mid-teens,” said Ziemer.

Motorcycles and Related Products Segment

        In line with prior guidance, motorcycle shipments during the second quarter of 2005 totaled 77,128 units, down 6 percent compared to the second quarter of 2004. Second quarter revenue from Harley-Davidson motorcycles was just over $1.0 billion, 1.4 percent lower than the second quarter last year.

Harley-Davidson, Inc. - 2nd Quarter 2005 Press Release Text - Page 1

        Second quarter revenue from Parts and Accessories (P&A), which consists of Genuine Motor Parts™ and Genuine Motor Accessories™, totaled $237.8 million, a 3.3 percent increase over the year-ago quarter. For the longer term, the Company expects P&A revenue to grow at a rate slightly faster than the motorcycle unit growth rate.

        General Merchandise revenue, which consists of MotorClothes^® apparel and collectibles, was $63.4 million in the second quarter, up 19.5 percent compared to the same period last year. For the longer term, the Company expects General Merchandise revenue to grow at a rate less than the motorcycle unit growth rate.

        Second quarter gross margin was 37.5 percent of revenue versus 37.9 percent in the year ago quarter. This slight decrease is due to lower motorcycle shipments and higher raw material costs, which have been partially offset by a stronger model mix. Higher operating expenses during the second quarter resulted in an operating margin of 24.0 percent compared to 25.2 percent in the same quarter last year. On a year-to-date basis, operating expenses as a percent of revenue were 13.5 percent in 2005 compared to 13.7 percent a year ago.

Motorcycle Retail Sales Data

        Worldwide retail sales of Harley-Davidson motorcycles grew nearly 6 percent for the quarter, driven by strong performance in Europe and Japan which increased 23.6 and 10.4 percent respectively. On an industry-wide basis through May 2005, the 651+cc segment was down 2.6 percent in Europe, while the heavyweight market in Japan was down 6.0 percent for the same period.

        In the United States for the second quarter, Harley-Davidson retail motorcycle sales finished up 3.2 percent compared to 2004. Similarly, the U. S. heavyweight motorcycle market finished up 4.4 percent in the second quarter. Data is listed in the accompanying tables.

Financial Services Segment

        Harley-Davidson Financial Services (HDFS) reported operating income of $51.0 million, up $2.0 million or 4.1 percent compared to the year-ago quarter.

        During the quarter, HDFS sold $775 million in retail motorcycle loans and recorded a gain of $14.0 million. This compares with a gain of $19.3 million on $626 million of loans securitized during the second quarter of 2004. The gain of 1.8 percent as a percentage of loans sold falls within management’s prior guidance. In this current competitive market and interest rate environment, HDFS expects future gains in the range of 1.3 to 2.0 percent.

        Annualized credit losses on a managed portfolio basis during the first six months were 0.89 percent, compared to 0.63 percent in 2004. This increase is a result of lower recovery rates and a higher incidence of loss. Management’s annualized credit loss target remains at 1 percent or less.

        For the full year 2005, HDFS operating income is expected to be slightly lower than that achieved in 2004. For the longer term, the Company expects the HDFS operating income growth rate to be slightly higher than the Company’s motorcycle unit growth rate.

Harley-Davidson, Inc. — Six Month Results

        For the first six months of 2005, revenue totaled $2.57 billion, a 3.0 percent increase over the year-ago period. Earnings per share were $1.62, an increase of 6.6 percent compared to the same period last year.

        Through the first six months of this year, shipments of Harley-Davidson motorcycles were 153,844 units, a 1.5 percent decrease compared to last year’s 156,124 units. Harley-Davidson motorcycle revenue was $1.99 billion, up 2.4 percent compared to last year’s $1.94 billion. P&A revenue totaled $414.7 million, a 3.8 percent increase over last year’s $399.3 million. General Merchandise revenue totaled $122.9 million, a 14.3 percent increase compared with $107.5 million during the same period in 2004.

Harley-Davidson, Inc. - 2nd Quarter 2005 Press Release Text - Page 2

        HDFS operating income was $104.6 million, a 5.3 percent increase over last year’s $99.3 million.

Cash Flow

        Cash and marketable securities decreased $876 million during the first six months in 2005 as the Company repurchased $1.0 billion of its common stock, contributed $102 million to post-retirement health care trusts, invested $75 million in capital expenditures and paid $80 million in dividends.

Recent Lawsuits – SEC Request for Information

        On July 11, 2005, Harley-Davidson was advised by the Securities and Exchange Commission (SEC) that it is inquiring into matters relating generally to certain claims made in lawsuits recently filed by shareholders against the Company. The lawsuits were filed subsequent to our April 13, 2005 announcement to reduce our planned Harley-Davidson motorcycle shipment growth during 2005 by 10,000 units from our original target. The Company believes the lawsuits are without merit.

        The Company disclosed this matter in a Form 8-K filed with the SEC on July 12, 2005. In light of the pending shareholder litigation, the Company was not surprised by the SEC’s inquiry. The Company is cooperating with the SEC.

Company Background

        Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company, Buell Motorcycle Company and Harley-Davidson Financial Services. Harley-Davidson Motor Company, the only major U.S.-based motorcycle manufacturer, produces heavyweight motorcycles and offers a complete line of motorcycle parts, accessories, apparel, and general merchandise. Buell Motorcycle Company produces sport motorcycles. Harley-Davidson Financial Services provides wholesale and retail financing and insurance programs to Harley-Davidson dealers and customers.

Forward-Looking Statements

        The Company intends that certain matters discussed in this release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” or “estimates” or words of similar meaning. Similarly, statements that describe future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this release. Certain of such risks and uncertainties are described below. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are only made as of the date of this release, and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Harley-Davidson, Inc. - 2nd Quarter 2005 Press Release Text - Page 3

        The Company’s ability to meet the targets and expectations noted depends upon, among other factors, the Company’s ability to (i) continue to realize production efficiencies at its production facilities and effectively manage operating costs including materials, labor and overhead, (ii) successfully manage production capacity and production changes, (iii) avoid unexpected supply chain issues, (iv) provide products, services and experiences that are successful in the marketplace, (v) develop and implement sales and marketing plans that retain existing customers and attract new customers in an increasingly competitive marketplace, (vi) sell all of its motorcycles and related products and services to its independent dealers and distributors, (vii) continue to develop the capacity of its distributor and dealer network, (viii) avoid unexpected changes and prepare for known requirements in the regulatory environment for its products, (ix) successfully adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices, (x) adjust to worldwide economic and political conditions, (xi) successfully manage the credit quality and recovery rates of HDFS’s loan portfolio, (xii) retain and attract talented employees and (xiii) detect any defects in our motorcycles to minimize delays in new model launches, recall campaigns, increased warranty costs or litigation. In addition, the Company could experience delays in the operation of manufacturing facilities as a result of work stoppages, natural causes, terrorism or other factors.

        The Company’s ability to sell all of its motorcycles and related products and services also depends on the ability of the Company’s independent dealer network to sell them to retail customers. The Company depends on the capability of its independent dealers and distributors to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company.

        In addition, the Company’s independent dealers and distributors may experience difficulties in selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.

        Risk factors are also disclosed in documents previously filed by the Company with the Securities and Exchange Commission.

TABLES FOLLOW

Harley-Davidson, Inc. - 2nd Quarter 2005 Press Release Text - Page 4

Harley-Davidson, Inc.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended				Six Months Ended
	June 26, 2005		June 27, 2004		June 26, 2005		June 27, 2004
Net revenue	$	1,333,264	$	1,327,808	$	2,568,728	$	2,493,509
Gross profit		500,434		503,416		964,717		943,545
Operating expenses		181,084		168,333		346,510		341,364
Operating income from
motorcycles and related products		319,350		335,083		618,207		602,181
Financial services income		85,302		81,060		174,114		161,554
Financial services expense		34,281		32,053		69,534		62,234
Operating income from financial services		51,021		49,007		104,580		99,320
Corporate expenses		7,012		5,034		14,286		9,523
Total operating income		363,359		379,056		708,501		691,978
Investment income and other, net		4,689		4,264		11,818		8,521
Income before provision for taxes		368,048		383,320		720,319		700,499
Provision for income taxes		130,657		136,079		255,713		248,678
Net income	$	237,391	$	247,241	$	464,606	$	451,821
Earnings per common share:
Basic	$	0.85	$	0.84	$	1.62	$	1.53
Diluted	$	0.84	$	0.83	$	1.62	$	1.52
Weighted-average common shares:
Basic		280,577		294,304		286,685		296,039
Diluted		281,181		296,396		287,493		298,135

Harley-Davidson, Inc.
Condensed Consolidated Balance Sheets
(In thousands)

	June 26, 2005		Dec. 31, 2004		June 27, 2004
	(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	319,720	$	275,159	$	379,142
Marketable securities		416,202		1,336,909		933,862
Accounts receivable, net		138,413		121,333		130,606
Finance receivables, net		1,046,489		1,207,124		954,918
Inventories		225,778		226,893		217,711
Other current assets		102,578		98,854		81,814
Total current assets		2,249,180		3,266,272		2,698,053
Finance receivables, net		752,363		905,176		633,450
Other long-term assets		1,264,515		1,311,845		1,393,237
Total assets	$	4,266,058	$	5,483,293	$	4,724,740
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	628,695	$	677,255	$	654,477
Current portion of finance debt		7,994		495,441		96,977
Total current liabilities		636,689		1,172,696		751,454
Finance debt		800,000		800,000		670,000
Other long-term liabilities		140,433		142,278		219,261
Postretirement health care benefits		54,652		149,848		139,909
Shareholders' equity		2,634,284		3,218,471		2,944,116
Total liabilities and shareholders' equity	$	4,266,058	$	5,483,293	$	4,724,740

Harley-Davidson, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)

	Six months ended
	June 26, 2005			June 27, 2004
Cash flows from operating activities:
Net income	$	464,606		$	451,821
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		106,474			104,864
Provision for long-term employee benefits		41,482			33,978
Gain on current year securitizations		(33,170	)		(44,498	)
Net change in wholesale finance receivables		127,946			76,366
Contributions to pension & postretirement plans		(109,000	)		--
Tax benefit from the exercise of stock options		--			11,860
Other		18,232			17,994
Net changes in current assets and current liabilities		(54,839	)		8,577
Total adjustments		97,125			209,141
Net cash provided by operating activities		561,731			660,962
Cash flows from investing activities:
Capital expenditures		(75,430	)		(64,205	)
Finance receivables, net		146,545			52,023
Collection of retained securitization interests		53,751			60,603
Net change in marketable securities		920,539			55,702
Other, net		(9,934	)		(9,618	)
Net cash provided by investing activities		1,035,471			94,505
Cash flows from financing activities:
Net decrease in finance debt		(485,085	)		(218,100	)
Dividends paid		(80,486	)		(53,010	)
Purchase of common stock for treasury		(1,014,645	)		(473,468	)
Excess tax benefits from share based payments		6,171			--
Issuance of common stock under employee stock plans		21,404			38,924
Net cash used in financing activities		(1,552,641	)		(705,654	)
Net increase in cash and cash equivalents		44,561			49,813
Cash and cash equivalents:
At beginning of period		275,159			329,329
At end of period	$	319,720		$	379,142

Note: Certain prior year amounts have been reclassified to conform to the current year presentation.

Harley-Davidson, Inc.
Net Revenue and Motorcycle Shipment Data

	Three Months Ended				Six Months Ended
	June 26, 2005		June 27, 2004		June 26, 2005		June 27, 2004
NET REVENUE (in thousands)
Harley-Davidson® motorcycles	$	1,006,105	$	1,020,263	$	1,985,056	$	1,939,069
Buell® motorcycles		25,925		23,109		45,974		45,192
Parts & Accessories		237,754		230,146		414,658		399,334
General Merchandise		63,406		53,068		122,869		107,476
Other		74		1,222		171		2,438
	$	1,333,264	$	1,327,808	$	2,568,728	$	2,493,509
HARLEY-DAVIDSON UNITS
Motorcycle shipments:
United States		58,997		65,102		119,875		124,846
Export		18,131		16,932		33,969		31,278
Total		77,128		82,034		153,844		156,124
Motorcycle product mix:
Touring		26,519		25,028		51,590		46,432
Custom		35,371		39,407		69,657		76,271
Sportster®		15,238		17,599		32,597		33,421
Total		77,128		82,034		153,844		156,124

Retail Sales of Harley-Davidson Motorcycles
First Six Months 2005

	2005		2004
United States		143,683		141,407
Europe*		18,353		14,978
Japan		5,358		4,849
Canada		7,975		7,289
All other markets		5,530		4,271
Total Harley-Davidson Sales		180,899		172,794

Data Source
Harley-Davidson® sales and warranty registrations provided by H-D dealers and compiled by the Company

Only Harley-Davidson® motorcycles are included in the Harley-Davidson Motorcycle Sales data.

*Data for Europe includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Portugal Spain, Sweden, Switzerland, and the United Kingdom

Heavyweight (651+ cc) Market Data
Data Through Month Indicated

	2005		2004
United States (June)		295,388		287,528
Europe* (May)		179,179		183,938
Japan (May)		17,198		18,287

Data Source
United States: Motorcycle Industry Council
Europe: Giral S.A.
Japan: JAIA

Data for remaining markets not available on a monthly basis

*Data for Europe includes Austria, Belgium, Denmark, Finland, France, Germany, Greece, Italy, Netherlands, Norway, Portugal Spain, Sweden, Switzerland, and the United Kingdom