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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Amendment No.: 2

Name of Issuer: Harley-Davidson  

Title of Class of Securities:  Common

CUSIP Number: 412822108


*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).

CUSIP Number: 412822108

1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person
         Ruane, Cunniff & Co., Inc.
         13-2628641

2.  Check the Appropriate Box if a Member of a Group
         a.   
         b.   

3.  SEC Use Only

4.  Citizenship or Place of Organization
         Delaware

Number of Shares Beneficially Owned by Each Reporting Person
With:









5.  Sole Voting Power:
         6,796,020

6.  Shared Voting Power:
         

7.  Sole Dispositive Power:
         3,680,475

8.  Shared Dispositive Power:
         4,981,200

9.  Aggregate Amount Beneficially Owned by Each Reporting
Person
         8,661,675

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares

11. Percent of Class Represented by Amount in Row (9)
         5.69%

12. Type of Reporting Person
         BD, IA

Item 1(a) Name of Issuer: Harley-Davidson

      (b)Address of Issuer's Principal Executive Offices:
         3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

Item 2(a) - (c).  Name, Principal Business Address, and
Citizenship of Persons Filing:

         Ruane, Cunniff & Co., Inc.
         767 Fifth Avenue, New York, N.Y. 10153-4798
         Corp. organized under the laws of the State of
          Delaware

    (d)  Title of Class of Securities:  Common

    (e)  CUSIP Number: 412822108 

Item 3.  This statement is filed pursuant to Rule
13d-1(b)(1).

    /x/  Broker or Dealer registered under Section 15 of the
         Act.



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    /x/  Investment Adviser registered under Section 203 of
         the Investment Advisers Act of 1940.

 Item 4. Ownership.
         (a) Amount Beneficially Owned: 8,661,675
         (b) Percent of Class: 5.69%
         (c) 6,796,020 shares with sole power to vote or
direct the vote; 3,680,475 shares with sole power to dispose
or to direct the disposition of; 4,981,200 shares with
shared power to dispose or direct the disposition of.

Item 5.  Ownership of Five Percent or Less of a Class.

         N/A

Item 6.  Ownership of More than Five Percent on Behalf of
Another Person.

         N/A


Item 7.  Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent
Holding Company.

         N/A

Item 8.  Identification and Classification of Members of the
Group.

         N/A

Item 9.  Notice of Dissolution of the Group.

         N/A

Item 10. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.






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         After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.



By: /s/ Joseph Quinones, Jr.                February 13, 1998
    _________________________               ___________________
   Title: Vice-President                    Date
   









































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