Sec Form 4 Filing - DANNEHL WILLIAM B @ HARLEY DAVIDSON INC - 2009-02-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DANNEHL WILLIAM B 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) EVP-Chief Org Transfmtn Ofcr (Last) (First) (Middle) HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2009 (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 ) 02/17/2009 F 586 D $ 0 52,185 ( 2 ) D Common Stock 3,399 ( 3 ) D Common Stock 2,067.599 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 (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) ( 4 ) $ 44.41 02/08/2002( 5 ) 02/07/2011 Common Stock 18,325 18,325 D Stock Option (right to buy) ( 4 ) $ 52.095 02/13/2003( 5 ) 02/12/2012 Common Stock 11,351 11,351 D Stock Option (right to buy) ( 4 ) $ 40.72 02/12/2004( 5 ) 02/11/2013 Common Stock 24,161 24,161 D Stock Option (right to buy) ( 4 ) $ 52.45 02/10/2005( 5 ) 02/09/2014 Common Stock 19,508 19,508 D Stock Option (right to buy) ( 1 ) $ 61.2 02/15/2006( 5 ) 02/15/2015 Common Stock 12,831 12,831 D Stock Option (right to buy) ( 1 ) $ 51.46 02/14/2007( 6 ) 02/14/2016 Common Stock 10,397 10,397 D Stock Option (right to buy) ( 1 ) $ 68.91 02/14/2008( 6 ) 02/14/2017 Common Stock 10,810 10,810 D Stock Option (right to buy) ( 1 ) $ 39.04 02/13/2009( 6 ) 02/13/2018 Common Stock 60,966 60,966 D Stock Option (right to buy) ( 1 ) $ 12.3 02/12/2010( 6 ) 02/12/2019 Common Stock 77,002 77,002 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DANNEHL WILLIAM B HARLEY-DAVIDSON, INC. 3700 WEST JUNEAU AVENUE MILWAUKEE, WI53208 EVP-Chief Org Transfmtn Ofcr Signatures Tonit M. Calaway, as power of atty. 02/18/2009 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. On 2/15/2009, 1,485 shares of restricted stock vested because performance criteria were met. 586 shares were withheld on 2/17/2009 to pay the tax associated with the vesting. Accordingly, the remaining 899 shares are no longer reflected as restricted stock. ( 3 )On 2/15/2009, 1,485 shares of restricted stock vested because performance criteria were met. 586 shares were withheld on 2/17/2009 to pay the tax associated with the vesting. Accordingly, the remaining 899 shares are now reflected as common stock. ( 4 )Granted pursuant to the Harley-Davidson, Inc. 1995 Stock Option Plan. ( 5 )All options are currently exercisable. ( 6 )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.

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.