S-8

File No. 333-            

As filed with the Securities and Exchange Commission on January 21, 2011

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HARLEY-DAVIDSON, INC.

(Exact name of Registrant as specified in its charter)

Wisconsin	39-1382325
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
3700 West Juneau Avenue Milwaukee, Wisconsin	53208
(Address of principal executive offices)	(Zip Code)

HARLEY-DAVIDSON, INC. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Mr. Paul J. Jones Vice President, General Counsel and Secretary 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 (414) 342-4680	Copy to: Patrick G. Quick, Esq. Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-2400
(Name, address and telephone number of agent for service)

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $.01 par value per share	350,000 shares (1)	$35.89 (2)	$12,559,750 (2)	$1,458.19

(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of Harley-Davidson, Inc. Common Stock that may be offered or sold pursuant to the Harley-Davidson, Inc. Employee Stock Purchase Plan (the “Plan”) as a result of stock splits or stock dividends. Pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

(2) Determined in accordance with Rules 457(c) and 457(h), the registration fee calculation is based on the average of the high and low prices of Harley-Davidson, Inc. Common Stock as reported on the New York Stock Exchange on January 19, 2011.

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents constituting Part I of this Registration Statement will be sent or given to participants in the Harley-Davidson, Inc. Employee Stock Purchase Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, filed by Harley-Davidson, Inc. (hereinafter referred to as the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as amended by Amendment No. 1 to Annual Report on Form 10-K/A filed May 5, 2010;

(b) The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 28, 2010, June 27, 2010 and September 26, 2010;

(c) The Company’s Current Reports on Form 8-K dated February 8, 2010, February 10, 2010, April 24, 2010, April 29, 2010, August 6, 2010, September 14, 2010, September 16, 2010, December 1, 2010 and December 10, 2010; and

(d) The description of the Company’s common stock contained in Item 4 of the Company’s Registration Statement of Certain Successor Issuers on Form 8-B, dated June 21, 1991, including any amendment or report filed for the purpose of updating such description.

All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

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Item 6. Indemnification of Directors and Officers.

Article V of the Company’s By-laws, as amended, requires that the Company must, to the fullest extent permitted or required by Sections 180.0850 to 180.0859 of the Wisconsin Business Corporation Law (the “WBCL”), including any amendments to the WBCL (but only to the extent an amendment permits or requires the Company to provide broader indemnification rights than prior to the amendment), indemnify the Company’s directors and officers against any and all liabilities, and pay or reimburse any and all properly documented reasonable expenses, incurred in any proceedings to which any director or officer is a party because he or she is or was a director or officer. The Company must also indemnify an employee who is not a director or officer, to the extent that the employee has been successful on the merits or otherwise in defense of a proceeding, for all expenses incurred in the proceeding if the employee was a party because he or she is or was an employee. The Company may, but is not required to, supplement the rights to indemnification against liabilities and allowance of expenses under this paragraph by the purchase of insurance on behalf of any one or more of the directors, officers or employees, whether or not the Company would be required or permitted to indemnify or allow expenses to a director, officer or employee.

The indemnification provided by the WBCL and the Company’s by-laws, as amended, is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the indemnification provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden of the liabilities and expense.

The Company maintains a liability insurance policy for its directors and officers as permitted by Wisconsin law which may extend to, among other things, liability arising under the Securities Act of 1933, as amended.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

See the Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; and

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on January 21, 2011.

HARLEY-DAVIDSON, INC.
By:	/s/ Keith E. Wandell
	Keith E. Wandell
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints John A. Olin, Mark Kornetzke and Paul J. Jones, and each of them individually, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURE	TITLE	DATE
/s/ Keith E. Wandell	President, Chief Executive	January 21, 2011
Keith E. Wandell	Officer and Director (principal executive officer)
/s/ John A. Olin	Senior Vice President and Chief	January 21, 2011
John A. Olin	Financial Officer (principal financial officer)
/s/ Mark R. Kornetzke	Chief Accounting Officer	January 21, 2011
Mark R. Kornetzke	(principal accounting officer)
/s/ Barry K. Allen	Chairman and Director	January 21, 2011
Barry K. Allen
/s/ R. John Anderson	Director	January 21, 2011
R. John Anderson
/s/ Richard I. Beattie	Director	January 21, 2011
Richard I. Beattie

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/s/ Martha F. Brooks	Director	January 21, 2011
Martha F. Brooks
/s/ George H. Conrades	Director	January 21, 2011
George H. Conrades
/s/ Judson C. Green	Director	January 21, 2011
Judson C. Green
/s/ Donald A. James	Director	January 21, 2011
Donald A. James
/s/ Sara L. Levinson	Director	January 21, 2011
Sara L. Levinson
/s/ N. Thomas Linebarger	Director	January 21, 2011
N. Thomas Linebarger
/s/ George L. Miles, Jr.	Director	January 21, 2011
George L. Miles, Jr.
/s/ James A. Norling	Director	January 21, 2011
James A. Norling
/s/ Jochen Zeitz	Director	January 21, 2011
Jochen Zeitz

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EXHIBIT INDEX

TO

REGISTRATION STATEMENT ON FORM S-8

Exhibit Number	Description
4.1	Composite of Restated Articles of Incorporation of Harley-Davidson, Inc. as amended through April 26, 2010 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2010 (File No. 1-9183)).
4.2	Harley-Davidson, Inc. By-Laws, as amended through February 11, 2010 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 10, 2010 (File No. 1-9183)).
4.3	Harley-Davidson, Inc. Employee Stock Purchase Plan.
23.1	Consent of Ernst & Young, LLP.
24	Power of Attorney (contained on the signature page hereto).

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EX-4.3

Exhibit 4.3

Harley-Davidson, Inc.

Employee Stock Purchase Plan

The following question and answer statements define the full provisions of the Plan.

1. What is the purpose of the Plan?

The purpose of the Plan is to provide regular full- and part-time U.S. employees of Harley-Davidson, Inc. and its subsidiaries (“Harley-Davidson”) with a simple and convenient method of purchasing Harley-Davidson, Inc. Common Stock through payroll deductions without paying brokerage commissions and fees.

2. Who is eligible to join the Plan?

All current regular full- and part-time U.S. employees of Harley-Davidson are eligible to participate in the Plan, including those who have been participating in our predecessor employee stock purchase plan that Computershare maintained. Generally, all regular full- and part-time U.S. employees of Harley-Davidson are eligible to participate in the Plan as soon as administratively possible upon hire. For purposes of the Plan, an adult means a person who has attained the legal age of majority in their state of residence.

Employees will receive enrollment information upon becoming eligible for the Plan.

Eligible employees may enroll in the Plan by contacting the Record Keeper.

3. Who administers the Plan?

Harley-Davidson administers the Plan. The Record Keeper will provide recordkeeping and administrative services for Harley-Davidson, including handling enrollments. If the Record Keeper is terminated or ceases to act as the Record Keeper under the Plan, Harley-Davidson will designate its successor and you will be promptly notified of the change. The Record Keeper will also act as our broker to purchase Common Stock that we will in turn resell to you under the Plan.

4. What are the advantages of the Plan?

You have the advantage of purchasing shares of Common Stock at the market price at the time of the purchase of the shares through payroll deductions of a minimum of $5.00 per pay period.

You do not pay any brokerage commissions, fees or other charges in connection with purchases of Common Stock through payroll deductions under the Plan. We will use your accumulated deductions in the Plan each month to purchase shares of Common Stock that we will then resell to you so long as we can sell at least one full share to you. When shares are purchased for you, the shares will be put into your Brokerage Account.

5. What is my Brokerage Account?

A Brokerage Account is an individual brokerage account that will be opened for you with the Record Keeper when you enroll in the Plan to manage your Plan participation. If you already have an existing individual Brokerage Account with the Record Keeper, then that existing account will be used to manage your Plan participation. The Record Keeper will hold shares of Common Stock that you acquire under the Plan in your Brokerage Account. Otherwise, the operation of your Brokerage Account, including sales of shares, occurs outside the Plan.

Within your Brokerage Account is a “central” money market account. This money market account holds your liquid assets (cash) until they are invested or you withdraw them. In addition, if you receive cash dividends on your Common Stock, then the dividends will be deposited into this money market account within your Brokerage Account (unless you elect to reinvest them).

To initiate a transaction in your Brokerage Account, contact the Record Keeper.

6. When may employees enroll in the Plan?

Employees may enroll in the Plan when they are eligible to do so. Employees who have been participating in our predecessor employee stock purchase plan that Computershare maintained will need to re-enroll to participate in the Plan. Payroll deductions generally will begin within one to two pay periods after enrolling or making an enrollment election or change.

Eligible employees can enroll in the Plan via the Record Keeper’s Web site or by calling the Record Keeper at the toll free number that the Record Keeper provides.

7. How are payroll deductions started?

You may purchase Common Stock through automatic deductions from your pay after you have enrolled in the Plan. When you enroll in the Plan, you will designate the amount of payroll deductions that will be applied to the purchase of Common Stock under the Plan. Payroll deductions must be for a minimum of $5.00 per pay period. At all times until payroll deductions are invested in Common Stock, the payroll deductions will be part of the general funds of Harley-Davidson. They will not be held in a separate account, and the amounts will not bear interest.

By the 10^th day of each month, Harley-Davidson will deliver all amounts deducted for the preceding month to the Record Keeper, and the Record Keeper will use the funds and remaining payroll deductions from previous months to purchase shares of Common Stock for Harley-Davidson. That same day, Harley-Davidson will transfer the shares to you and other Plan participants, with the Record Keeper allocating shares to each Plan participant based on the amounts of funds that Harley-Davidson has delivered to the Record Keeper that are attributable to each participant, and the Record Keeper will hold those shares for you in your Brokerage Account. However, if the amount of your payroll deduction contributions that Harley-Davidson has delivered to the Record Keeper is not sufficient to purchase one full share at the time of each purchase of Common Stock, then your contributions will be held until a minimum of one full share can be purchased for you.

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8. How are payroll deductions changed?

You may increase, decrease or stop the amount of payroll deductions at any time via the Record Keeper’s Web site or by contacting the Record Keeper. Changes will be effective within one to two pay periods after electing a payroll deduction change.

9. How are optional cash payments made?

Optional cash deposits to the Plan are no longer available under the Plan.

You can make additional purchases of Common Stock outside of the Plan through your Brokerage Account.

10. Will I incur any fees or expenses?

All costs related to Plan administration and the purchase of shares through payroll deductions are paid by Harley-Davidson. You are responsible for brokerage commissions and fees if you choose to have the Record Keeper sell your shares in your Brokerage Account, which would occur outside of the Plan.

11. When will purchases of Common Stock under the Plan be made?

By the 10^th day of each month, Harley-Davidson will deliver all amounts deducted for the preceding month to the Record Keeper, and the Record Keeper will use the funds and remaining payroll deductions from previous months to purchase shares of Common Stock for Harley-Davidson. That same day, Harley-Davidson will transfer the shares to you and other Plan participants, with the Record Keeper allocating shares to each Plan participant based on the amounts of funds that Harley-Davidson has delivered to the Record Keeper that are attributable to each participant, and the Record Keeper will hold those shares for you in your Brokerage Account.

12. How will shares be purchased and what will be the price of shares of Common Stock purchased under the Plan?

In making purchases for Harley-Davidson, the Record Keeper will use all amounts that Harley-Davidson deducted for the preceding month and remaining payroll deductions from previous months. The Record Keeper will purchase outstanding shares of Common Stock on one or more securities exchanges where the Common Stock is traded, in the over-the-counter market or in negotiated transactions at such prices and on such terms as the Record Keeper, in its sole discretion, determines. Common Stock prices fluctuate by the minute depending upon the supply and demand of the stock. The applicable purchase price will be the average price paid for all Common Stock purchases using funds from payroll deductions each month.

13. How many shares will be purchased for each Plan participant?

Payroll deductions will be held by Harley-Davidson pending delivery to the Record Keeper. By the 10^th day of each month, Harley-Davidson will deliver all amounts deducted for the preceding month to the Record Keeper.

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However, if the amount of your payroll deduction contributions that Harley-Davidson has delivered to the Record Keeper is not sufficient to purchase one full share at the time of each purchase of Common Stock, then your contributions will be held until a minimum of one full share can be purchased for you. Once a minimum of one full share has been reached, your Brokerage Account will be credited with the result obtained (including fractions) by dividing total payroll contributions that have been held by the applicable purchase price. The applicable purchase price will be the average price paid for all share purchases using funds from payroll deductions each month.

14. Does Harley-Davidson or the Record Keeper pay interest on payroll deductions awaiting investment?

No.

15. Can stock certificates be issued to me for Common Stock purchased through the Plan?

No. All shares of Common Stock are held on your behalf in your Brokerage Account.

16. Is there a cost to buy shares?

You will not incur fees for the purchase of shares in the Plan via payroll deductions.

17. Can I receive a refund of deductions that Harley-Davidson or the Record Keeper is holding to purchase shares for me?

No. Payroll deductions will be held by Harley-Davidson until it delivers them to the Record Keeper. The Record Keeper will use those funds and remaining payroll deductions from previous months to purchase shares of Common Stock for Harley-Davidson. That same day, Harley-Davidson will transfer the shares to you and other Plan participants, with the Record Keeper allocating shares to each Plan participant based on the amounts of funds that Harley-Davidson has delivered to the Record Keeper that are attributable to each participant, and the Record Keeper will hold those shares for you in your Brokerage Account. However, if the amount of your payroll deduction contributions that Harley-Davidson has delivered to the Record Keeper is not sufficient to purchase one full share at the time of each purchase of Common Stock, then your contributions will be held until a minimum of one full share can be purchased for you. At the end of each year, if there remain amounts held on our behalf that are attributable to you, then the Record Keeper will deliver those amounts to your Brokerage Account.

18. How is participation in the Plan terminated?

If you are an active employee, then you can stop your contributions to the Plan by changing your deduction to zero by contacting the Record Keeper either online or via a Record Keeper Stock Plan Services Representative. If you terminate participation in the Plan at a time that there are amounts that Harley-Davidson has deducted

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from your payroll that the Record Keeper has not used to purchase Common Stock for you, then the amounts will be treated the same as any other amounts under the Plan. At the end of each year, if there remain any such amounts attributable to you, then the Record Keeper will deliver those amounts to your Brokerage Account.

If you stop contributing to the Plan, you can continue to maintain your Brokerage Account with the Record Keeper.

You may also sell the Common Stock in your Brokerage Account, although this will occur outside the operation of the Plan.

Your participation in the Plan is personal to you as an employee of Harley-Davidson. You may not assign your interest in the plan.

19. What happens if Harley-Davidson issues a stock dividend or declares a stock split?

Any Common Stock distributed as a result of a stock dividend or stock split by Harley-Davidson on full or fractional shares credited to your Brokerage Account will be added to your Brokerage Account.

20. How will Common Stock held in the Plan be voted at shareholder meetings?

Common Stock that you acquire under the Plan will be held in your Brokerage Account and will be voted as you direct. You will receive a proxy card covering the whole shares held in your Brokerage Account.

21. What happens when a Plan participant terminates employment with Harley-Davidson or dies?

An employee who terminates will be withdrawn from the Plan. The former employee’s shares will remain in his or her Brokerage Account under the terms of that account.

If you die, then the Record Keeper will continue to hold your shares in the Brokerage Account under the terms of that account.

If you terminate employment or die at a time that there are amounts that Harley-Davidson has deducted from your payroll that the Record Keeper has not used to purchase Common Stock for you, then the amounts will be treated the same as any other amounts under the Plan. At the end of each year, if there remain any such amounts attributable to you, then the Record Keeper will deliver those amounts to your Brokerage Account.

If you terminate your employment with Harley-Davidson, you can continue to maintain your Brokerage Account with the Record Keeper.

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22. How much should a participant invest through the Plan?

Any purchase of the common stock of a publicly traded company, including Harley-Davidson, involves a degree of stock market risk. The value of a public company’s common stock can increase or decrease for many different reasons, some of which may be unrelated to the company’s performance. The amount, if any, that you should invest in Common Stock through the Plan is dependent upon your individual circumstances.

23. Is there a guarantee against loss under the Plan?

No. There is no guarantee against loss due to market fluctuations. You should recognize that neither Harley-Davidson nor the Record Keeper can assure you a profit or protect you against a loss on the shares you purchase under the Plan. In seeking the benefits of share ownership, you must also accept the risks.

Further, the price of Common Stock may change from the time funds are deducted from your payroll and the time purchases of Common Stock are made with those funds.

24. Who interprets and regulates the Plan?

Harley-Davidson has the right to interpret and regulate the Plan as it deems desirable or necessary. Neither Harley-Davidson nor the Record Keeper will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability (a) with respect to the prices at which shares or fractional shares of Common Stock are purchased and the times at which purchases are made or (b) for any change in the market price before or after the purchase of shares or fractional shares of Common Stock.

The Plan shall be interpreted in accordance with the laws of the State of Wisconsin and the regulations of the New York Stock Exchange.

25. May the Plan be changed or discontinued?

Harley-Davidson reserves the right to suspend, modify or terminate the Plan at any time. You will receive notice of any suspension, material modification or termination. Upon termination of the Plan by Harley-Davidson, you have the options available in Question #18.

26. What reports will be sent to Plan participants?

You will receive quarterly statements from the Record Keeper. You will also receive a confirmation in any month during which transactions have been made in your account.

In addition, if you have Common Stock in your Brokerage Account, you will receive communications provided to Harley-Davidson shareholders generally.

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27. Where should inquiries regarding the Plan be directed?

For inquiries that cannot be addressed by the Record Keeper, Harley-Davidson should be contacted at:

Harley-Davidson, Inc.

Attn: Employee Stock Purchase Plan

3700 W. Juneau Ave

P.O. Box 653

Milwaukee, WI 53201

(414) 343-7579

HD-TotalCompensation@harley-davidson.com

28. Is account assistance available?

Yes, you can receive current account information by contacting the Record Keeper.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement Form S-8 pertaining to the Harley-Davidson, Inc. 2010 Employee Stock Purchase Plan of our reports dated February 23, 2010, with respect to the consolidated financial statements and schedule of Harley-Davidson, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2009, and the effectiveness of internal control over financial reporting of Harley-Davidson, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Milwaukee, WI

January 21, 2011