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):	April 12, 2006

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

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

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 April 12, 2006, Harley-Davidson, Inc. (the "Company") issued a press release (the "Press Release") announcing the Company's first quarter financial results for the financial period ended March 26, 2006. 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) Not applicable.

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

(99.1) Press Release of Harley-Davidson, Inc., dated April 12, 2006.

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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: April 12, 2006	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 April 12, 2006

Exhibit
Number

(99.1) Press Release of Harley-Davidson, Inc., dated April 12, 2006.

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EX-99.1

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

HARLEY-DAVIDSON ANNOUNCES FIRST QUARTER RESULTS
Worldwide Retail Sales of Harley-Davidson Motorcycles Increase 6.9 Percent

Milwaukee, Wis., April 12, 2006 — Harley-Davidson, Inc. (NYSE: HDI) today announced record revenue and earnings for its first quarter ended March 26, 2006. Revenue for the quarter was $1.29 billion compared with $1.24 billion in the year-ago quarter, a 4.0 percent increase. Net income for the quarter was $234.6 million compared to $227.2 million, an increase of 3.2 percent over the first quarter of 2005. First quarter diluted earnings per share (EPS) were $0.86, an 11.7 percent increase compared with last year’s $0.77.

        “Harley-Davidson is off to an excellent start for 2006, having achieved record revenue and earnings,” said Jim Ziemer, President and Chief Executive Officer, Harley-Davidson, Inc. “In addition, our dealers continued their retail sales growth momentum from the second half of 2005 as motorcycle sales increased by approximately 7 percent worldwide in the first quarter. With the increased seasonality in our business, we are pleased with this retail sales performance,” said Ziemer.

        Harley-Davidson’s second quarter shipment plan is 78,000 2006 model year motorcycles. Production in the second quarter will also include approximately 13,000 2007 models to prepare for the new model introduction in mid July; however, these 2007 motorcycles will not be shipped until the third quarter.

        The Company’s wholesale shipment target for the calendar year 2006 remains between 348,000 and 352,000 Harley-Davidson^® motorcycles. “We believe that the prospects for retail growth remain strong and support a wholesale unit growth rate in the range of 5 to 9 percent annually and an annual EPS growth rate of 11 to 17 percent,” said Ziemer.

Motorcycles and Related Products Segment – First Quarter Results

        Revenue from Harley-Davidson motorcycles was $1.01 billion, an increase of $29.6 million, or 3.0 percent over the same period last year. Shipments of Harley-Davidson motorcycles totaled 79,506 units, an increase of 2,790 units, or 3.6 percent over last year’s first quarter.

        Revenue from Parts and Accessories (P&A), which consists of Genuine Motor Parts and Genuine Motor Accessories, totaled $182.9 million, an increase of $6.0 million, or 3.4 percent over the year-ago quarter. Revenue from General Merchandise, which consists of MotorClothes™ apparel and collectibles, totaled $68.6 million, an increase of $9.1 million, or 15.3 percent.

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        For the long term, the Company expects the growth rate for P&A revenue to be slightly higher than Harley-Davidson’s motorcycle shipment growth rate, and the General Merchandise growth rate is expected to be lower than the motorcycle shipment growth rate.

        Gross margin for the first quarter of 2006 was 38.4 percent of revenue, up from 37.6 percent for the same period in 2005. Operating margin increased from 24.2 percent in the first quarter of 2005 to 24.3 percent in the first quarter of 2006.

Motorcycle Retail Sales Data

        Worldwide retail sales of Harley-Davidson motorcycles increased 6.9 percent for the first quarter of 2006 compared to the same period in 2005. In the U.S., retail sales of Harley-Davidson motorcycles increased 5.8 percent for the quarter. The heavyweight motorcycle market in the U.S. increased 6.8 for the same period.

        Retail sales of Harley-Davidson motorcycles grew 11.6 percent in international markets during the first quarter of 2006 compared with the first quarter of 2005. First quarter retail sales were up 16.3 percent in Japan and 6.6 percent in Europe.

        Data is listed in the accompanying tables.

Financial Services Segment

        Harley-Davidson Financial Services (HDFS) reported first quarter operating income of $51.6 million, a decrease of $1.9 million, or 3.6 percent, compared to the year-ago quarter. This decrease was primarily due to a lower year-over-year gain on the current securitization.

        The first quarter securitization of $730 million in motorcycle retail loans resulted in a gain of $8.6 million, compared to the first quarter 2005 gain of $19.2 million. The 1.2 percent gain as a percentage of loans sold is consistent with management’s prior guidance for the first quarter of 2006 of 1.0 to 1.4 percent.

        For the long term, the Company expects the HDFS operating income growth rate to be slightly higher than the growth rate of Harley-Davidson motorcycle shipments.

Income Tax Rate

        The Company’s first quarter effective income tax rate was 36.0 percent compared to 35.5 percent in the same quarter last year. This increase was due to the expiration of the federal research and development tax credit as of December 31, 2005. The Company expects its annual effective tax rate in 2006 to be 35.5 percent assuming the retroactive reinstatement of this tax credit.

Cash Flow

        Cash and marketable securities totaled $1.11 billion as of March 26, 2006, an increase of $65.7 million during the first quarter. Cash flow from operations was $365.2 million and capital expenditures were $36.0 million during the first quarter.

Stock Repurchase

        The Company repurchased 2.1 million shares of its common stock at a cost of $107.1 million during the first quarter of 2006. These shares were repurchased under an authorization from the Company’s Board of Directors to buy back 20 million shares. A total of 17.9 million shares remain under this authorization.

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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 their retail 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.

        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 manage operating costs including materials, labor and overhead, (ii) manage production capacity and production changes, (iii) manage 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 retail customers and attract new retail 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) manage changes and prepare for requirements in legislative and regulatory environments for its products, services and operations, (ix) adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices, (x) adjust to worldwide economic and political conditions, including changes in fuel prices and interest rates, (xi) 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. Other factors are described in risk factors that the Company has disclosed in documents previously filed with the Securities and Exchange Commission.

        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.

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        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.

TABLES FOLLOW

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

	Three months ended
	March 26, 2006		March 27, 2005
Net revenue	$	1,285,090	$	1,235,464
Gross profit		493,214		464,283
Operating expenses		180,902		165,426
Operating income from motorcycles & related products		312,312		298,857
Financial services income		95,901		88,812
Financial services expense		44,270		35,253
Operating income from financial services		51,631		53,559
Corporate expenses		4,757		7,274
Total operating income		359,186		345,142
Interest income and other, net		7,317		7,129
Income before provision for income taxes		366,503		352,271
Provision for income taxes		131,940		125,056
Net income	$	234,563	$	227,215
Earnings per common share:
Basic	$	0.86	$	0.78
Diluted	$	0.86	$	0.77
Weighted-average common shares:
Basic		272,966		293,148
Diluted		273,623		294,161
Cash dividends per common share	$	0.18	$	0.125

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

	(Unaudited) March 26, 2006		December 31, 2005		(Unaudited) March 27, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$	196,464	$	140,975	$	200,379
Marketable securities		915,434		905,197		1,184,148
Accounts receivable, net		148,561		122,087		146,199
Finance receivables held for sale		131,389		299,373		222,802
Finance receivables held for investment, net		1,546,417		1,342,393		1,386,665
Inventories		256,788		221,418		246,875
Other current assets		103,953		113,794		93,216
Total current assets		3,299,006		3,145,237		3,480,284
Finance receivables held for investment, net		625,664		600,831		531,250
Other long-term assets		1,475,177		1,509,141		1,294,239
	$	5,399,847	$	5,255,209	$	5,305,773
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable & accrued expenses	$	841,676	$	668,139	$	801,525
Current portion of finance debt		93,610		204,973		264,360
Total current liabilities		935,286		873,112		1,065,885
Finance debt		1,000,000		1,000,000		800,000
Postretirement healthcare benefits		64,573		60,975		51,297
Other long-term liabilities		235,400		237,517		117,754
Total shareholders’ equity		3,164,588		3,083,605		3,270,837
	$	5,399,847	$	5,255,209	$	5,305,773

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

	Three months ended
	March 26, 2006			March 27, 2005
Cash flows from operating activities:
Net income	$	234,563		$	227,215
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation		54,232			53,325
Provision for long-term employee benefits		24,482			12,112
Provision for share-based payments		5,289			7,020
Gain on current year securitizations		(8,647	)		(19,201	)
Net change in wholesale finance receivables		(201,948	)		(191,108	)
Origination of retail finance receivables held for sale		(604,924	)		(527,040	)
Collections on retail finance receivables held for sale		25,749			30,754
Proceeds from securitization of retail finance receivables		723,234			721,974
Contributions to pension and postretirement plans		(2,726	)		(109,000	)
Other, net		1,553			(2,787	)
Net changes in current assets and current liabilities		114,344			74,098
Total adjustments		130,638			50,147
Net cash provided by operating activities		365,201			277,362
Cash flows from investing activities:
Capital expenditures		(36,017	)		(39,025	)
Finance receivables held for investment, net		(19,837	)		(76,850	)
Collection of retained securitization interests		6,960			26,330
Net change in marketable securities		(9,626	)		149,845
Other, net		4,373			(2,365	)
Net cash (used) provided by investing activities		(54,147	)		57,935
Cash flows from financing acitivies:
Net decrease in finance-credit facilities and
commercial paper		(105,707	)		(222,642	)
Dividends paid		(48,955	)		(36,541	)
Purchase of common stock for treasury		(107,065	)		(175,796	)
Excess tax benefits from share-based payments		1,098			5,699
Issuance of common stock under employee
stock option plans		5,064			19,203
Net cash (used) by financing activities		(255,565	)		(410,077	)
Net increase (decrease) in cash and cash equivalents		55,489			(74,780	)
Cash and cash equivalents:
At beginning of period		140,975			275,159
At end of period	$	196,464		$	200,379

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Net Revenue and Motorcycle
Shipment Data
(unaudited)
Three Months Ended

	March 26, 2006		March 27, 2005
NET REVENUE (in thousands)
Harley-Davidson® motorcycles	$	1,008,542	$	978,951
Buell® motorcycles		24,056		20,049
Parts & Accessories		182,949		176,904
General Merchandise		68,551		59,463
Other		992		97
	$	1,285,090	$	1,235,464
HARLEY-DAVIDSON UNITS
Motorcycle shipments:
United States		60,270		60,878
Export		19,236		15,838
Total		79,506		76,716
Motorcycle product mix:
Touring		27,537		25,071
Custom		35,794		34,286
Sportster®		16,175		17,359
Total		79,506		76,716
BUELL UNITS
Motorcycle shipments:
Buell		3,037		2,469

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Retail Sales of Harley-Davidson Motorcycles
Year to Date March

	2006		2005
United States		56,805		53,707
Europe*		6,910		6,485
Japan		2,482		2,134
Canada		1,796		1,934
All other markets		3,497		2,601
Total Harley-Davidson Retail Sales		71,490		66,861

Data Source (subject to update)

Data source for all 2005 and 2006 retail sales figures shown above is sales warranty and registration information provided by Harley-Davidson dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning retail sales, and this information is subject to revision.

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

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

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

	2006		2005
United States (March)		109,137		102,177
Europe* (February)		33,278		31,820

Data Source (subject to update)

United States: Motorcycle Industry Council
Europe: Giral S.A.

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

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