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

1. Name and Address of Reporting Person *

JAMES DONALD A 		2. Issuer Name and Ticker or Trading Symbol

HARLEY DAVIDSON INC [ HOG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

HARLEY-DAVIDSON, INC., 3700 WEST JUNEAU AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/2/2016
(Street)

MILWAUKEE, WI 53208
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/2/2016     S    100000.0000   D $56.1255   (1) 311788.2384   I   By Corporation   (2)
Common Stock                  5522.6698   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Post-2014 Share Unit   (3)   (4)                    (5)   (5) Common Stock   2624.6550     2624.6550   (6) D    
Share Units   (3)   (4)                    (7)   (7) Common Stock   31046.9670     31046.9670   (6) D    

Explanation of Responses:
( 1)  The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $56.00 to 56.40 per share. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2)  Shares of common stock of Harley-Davidson, Inc. are held by Fred Deeley Limited.
( 3)  Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended.
( 4)  1-for-1
( 5)  Each Deferred Stock Unit is the equivalent of one share of common stock. The shares are payable on the one year anniversary of the grant date or upon the earlier termination of service as a director.
( 6)  Includes additional Share Units credited to the reporting person pursuant to dividend reinvestment provisions of the Harley-Davidson, Inc. Director Stock Plan.
( 7)  Share units are payable in issuer's common stock following termination of service as a director and are subject to earlier payment pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended (share units payable in cash in limited circumstances according to the Plan).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JAMES DONALD A
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI 53208 		X



Signatures
/s/ Rebecca W. House, as Power of Attorney 11/3/2016
** 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 control number.
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