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): February 28, 2005

TITAN INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)

Illinois	1-12936	36-3228472
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

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

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

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

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

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

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Titan Tire Corporation, a subsidiary of Titan International, Inc. (NYSE: TWI), has entered into a definitive agreement to purchase The Goodyear Tire & Rubber Company’s North American farm tire business. The closing is subject to government approval and to Titan reaching an agreement with the United Steelworkers of America membership at the Goodyear facility in Freeport, Illinois. Titan will purchase the assets of Goodyear’s farm tire business for approximately $100 million, including its manufacturing plant, property and equipment in Freeport, Illinois, and Goodyear’s farm tire inventory. As a part of the transaction, Goodyear will also license Titan Tire to manufacture and sell Goodyear branded farm tires in North America. The asset purchase agreement was dated February 28, 2005, and was made by and among Titan Tire Corporation and The Goodyear Tire & Rubber Company, Goodyear Canada Inc., Goodyear Servicios Comerciales, S. de R.L. de C.V., and The Kelly-Springfield Tire Corporation. See press release dated February 28, 2005, filed as exhibit 99.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits

99 Press release dated February 28, 2005, regarding Titan Tire Corporation’s agreement to purchase Goodyear Farm Tire business.

SIGNATURE

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.

TITAN INTERNATIONAL, INC.

(Registrant)

Date:	February 28, 2005	By:	/s/ Kent W. Hackamack
			Kent W. Hackamack
			Vice President of Finance and Treasurer
			(Principal Financial Officer and
			Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.Description

99Press release dated February 28, 2005, regarding Titan Tire Corporation’s agreement to purchase Goodyear Farm Tire business.

EX-99

 Exhibit 99

Titan Tire Corporation enters agreement to purchase Goodyear Farm Tire business

Quincy, IL. - February 28, 2005 -  Titan Tire Corporation, a subsidiary of Titan International, Inc.(NYSE: TWI), has entered into a definitive agreement to purchase The Goodyear Tire & Rubber Company’s North American farm tire business. The closing is subject to government approval and to Titan reaching an agreement with the United Steelworkers of America membership at the Goodyear facility in Freeport, Illinois.

Titan will purchase the assets of Goodyear’s farm tire business for approximately $100 million. Titan’s current senior lenders have agreed to fund the transaction and the company plans to raise $125 million in long-term debt or complete another convertible bond offer in the public market to reduce the senior debt. Merrill Lynch will be responsible for leading these funding efforts. The Goodyear farm tire acquisition will add approximately $210 million in revenue to Titan’s overall sales.

“We are honored that Goodyear chose Titan to facilitate the growth of the Goodyear brand for farm tires in North America. Combining Titan’s focused engineering expertise in addressing the needs of the farming community with the power of the Goodyear name creates an undeniable advantage for the American farmer. Also, the linking of the Goodyear and Titan brands will provide dealers and customers with the largest selection of farm tires manufactured by any company in North America. This transaction complements Titan’s leading position in off-highway steel wheels,” stated Maurice Taylor Jr., Titan president and CEO.

Titan’s major competitors in North America include Firestone, owned by Japan-based Bridgestone, and Michelin, based in France.

The agreement calls for offering two brands in North America, Goodyear and Titan, with Goodyear being positioned as the premium brand. The combined dealer network will be the most extensive in the North American farm tire industry. A decision will be reached regarding the location of the headquarters for the combined tire group (Des Moines, Iowa, or Freeport, Illinois) by June 2005.

This press release includes forward-looking statements that involve risks and uncertainties, including risks as detailed in Titan International, Inc.’s periodic filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2004.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction, and consumer (i.e. all terrain vehicles and trailers) applications.

Contact: Lisa Ross

Communications Coordinator

(217) 221-4489