Sec Form 4 Filing - EBERLE KARL M @ HARLEY DAVIDSON INC - 2009-02-12

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EBERLE KARL M 2. Issuer Name and Ticker or Trading Symbol HARLEY DAVIDSON INC [ HOG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP, Manufacturing (Last) (First) (Middle) HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2009 (Street) MILWAUKEE, WI53208 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock (restricted stock) ( 1 ) 02/12/2009 A 13,821 A $ 0 20,245 ( 2 ) D Common Stock 8,047.191 I By 401(k) Common Stock 0.8128 I By DRIP

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) ( 1 ) $ 12.3 02/12/2009 A 34,908 02/12/2010( 3 ) 02/12/2019 Common Stock 34,908 $ 0 34,908 D Restricted Stock Units ( 1 ) ( 4 ) ( 5 ) ( 5 ) Common Stock 12,045 12,045 D Stock Option (right to buy) ( 6 ) $ 52.45 02/10/2005( 7 ) 02/10/2014 Common Stock 4,702 4,702 D Stock Option (right to buy) ( 1 ) $ 61.2 02/15/2006( 7 ) 02/15/2015 Common Stock 9,012 9,012 D Stock Option (right to buy) ( 1 ) $ 51.46 02/14/2007( 3 ) 02/14/2016 Common Stock 7,302 7,302 D Stock Option (right to buy) ( 1 ) $ 68.91 02/14/2008( 3 ) 02/14/2017 Common Stock 10,172 10,172 D Stock Option (right to buy) ( 1 ) $ 39.04 02/13/2009( 3 ) 02/13/2018 Common Stock 44,952 44,952 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EBERLE KARL M HARLEY-DAVIDSON, INC. 3700 WEST JUNEAU AVENUE MILWAUKEE, WI53208 Sr. VP, Manufacturing Signatures Tonit M. Calaway, as power of atty. 02/17/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan. ( 2 )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. ( 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 )1-for-1 ( 5 )Restricted stock units granted pursuant to the Harley-Davidson, Inc. 2004 Incentive Stock Plan and deferred under the Harley-Davidson, Inc. Deferred Compensation Plan are subject to forfeiture until completion of a four year vesting period. Fifty percent of the restricted stock units granted may vest after two years based on performance. Restricted stock units are payable in issuer's common stock following termination of employment and are subject to earlier payment pursuant to the Deferred Compensation Plan (units payable in cash in limited circumstances according to that plan). ( 6 )Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan. ( 7 )All options are currently exercisable.

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).

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