SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FLICKINGER JON R

(Last)

(First)

(Middle)

3700 WEST JUNEAU AVENUE

(Street)

MILWAUKEE

53208

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARLEY DAVIDSON INC [ HDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & COO Buell

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (restricted stock)	02/15/2005		A		1,333	A	$0⁽¹⁾	1,333	D
Common Stock	02/17/2005		M		5,744	A	$14.41	5,744	D
Common Stock	02/17/2005		S		244	D	$61.93	5,500	D
Common Stock	02/17/2005		S		900	D	$61.92	4,600	D
Common Stock	02/17/2005		S		1,000	D	$61.91	3,600	D
Common Stock	02/17/2005		S		3,600	D	$61.9	0	D
Common Stock								9,848.65	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽²⁾	$61.205	02/15/2005		A		11,522		02/15/2006⁽³⁾	02/15/2015	Common Stock	11,522	$61.21	11,522	D
Stock Option (right to buy)⁽⁴⁾	$14.4063	02/17/2005		M			5,744	02/19/1999⁽⁵⁾	02/18/2008	Common Stock	5,744	$14.41	0	D
Stock Option (right to buy)⁽⁴⁾	$44.41							02/08/2002⁽⁵⁾	02/07/2011	Common Stock	17,429		17,429	D
Stock Option (right to buy)⁽⁴⁾	$52.45							02/10/2005⁽⁶⁾	02/09/2014	Common Stock	16,408		16,408	D
Stock Option (right to buy)⁽⁴⁾	$40.72							02/12/2004⁽⁶⁾	02/11/2013	Common Stock	20,519		20,519	D
Stock Option (right to buy)⁽⁴⁾	$52.095							02/13/2003⁽⁶⁾	02/12/2012	Common Stock	15,422		15,422	D
Stock Option (right to buy)⁽⁴⁾	$33.5938							02/17/2001⁽⁵⁾	02/16/2010	Common Stock	13,776		13,776	D
Stock Option (right to buy)⁽⁴⁾	$25.7969							02/18/2000⁽⁵⁾	02/17/2009	Common Stock	11,960		11,960	D

Explanation of Responses:

1. Restricted stock granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan is subject to forfeiture until completion of a four- or five-year vesting period, except that 50% of the shares that have a four-year vesting period may vest after two years based on performance.

2. Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan.

3. Options granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan shall become exercisable for 25% of the shares covered by the option on each of the first four anniversaries of the date of grant.

4. Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan.

5. All options are currently exercisable.

6. Options granted pursuant to the 1995 Plan shall become exercisable for 25% of the shares covered by the Option on each of the first four anniversaries of the date of grant.

Remarks:

	Gail A. Lione, Power of Attorney	02/17/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.