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

Form 10-Q/A
Amendment No. 1

(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended July 1, 2007

or

(   ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________________ to ______________________

Commission File Number 1-9183

Harley-Davidson, Inc.
(Exact name of registrant as specified in its Charter)

Wisconsin
39-1382325
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3700 West Juneau Avenue, Milwaukee, Wisconsin

53208
(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code) (414) 342-4680

None
(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X   No         

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer (X)       Accelerated filer (   )        Non-accelerated filer (   )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No   X  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Outstanding as of July 30, 2007: 251,162,215 shares


Explanatory Note

The cover page of the Quarterly Report on Form 10-Q for the three-month period ended July 1, 2007 filed by Harley-Davidson, Inc. (the “Company”) with the Securities and Exchange Commission on August 3, 2007 inadvertently stated an incorrect number of outstanding shares of the Company’s common stock. The number of shares outstanding was not updated from the Company’s 2007 first quarter Form 10-Q, filed May 3, 2007. The correct number of such outstanding shares as of July 30, 2007 was 251,162,215, as reflected on the cover page to this Quarterly Report on Form 10-Q/A.

Except as identified in the immediately preceding paragraph, no other items included in the original Form 10-Q have been amended. Additionally, this Amendment on Form 10-Q/A does not purport to provide an update for or a discussion of any developments subsequent to the filing of the original Form 10-Q.

Item 6. Exhibits

Refer to the Exhibit Index on page 4 of this report.











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Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned thereunto duly authorized.

HARLEY-DAVIDSON, INC.



                  Date: August 6, 2007
/s/ Thomas E. Bergmann
Thomas E. Bergmann
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)










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HARLEY-DAVIDSON, INC.
Exhibit Index to Form 10-Q/A

Exhibit No. Description

31.1 Chief Executive Officer Certification pursuant to Rule 13a-14(a)

31.2 Chief Financial Officer Certification pursuant to Rule 13a-14(a)

32.1 Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C.ss.1350













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