POWER OF ATTORNEY
              Know all by these presents, that, for good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
  undersigned hereby constitutes and appoints each of Paul J. Jones, Matthew S.
Levatich and John A. Olin, and any of their substitutes, signing singly, the
undersigned's true and lawful attorney-in-fact to:
        (1) execute for and on behalf of the undersigned (in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder (the Exchange Act) and Rule 144 of the Securities Act of 1933, as
amended (the Securities Act)), in the undersigned's capacity as an officer
and/or director of Harley-Davidson, Inc. or its affiliates (the Company), any
and all Forms 3, 4, 5 and/or 144, and any amendments thereto, that are necessary
  or advisable for the undersigned to file under Section 16(a) of the Exchange
Act and Rule 144 of the Securities Act (collectively, Documents);
        (2) do and perform any and all acts for and on behalf of the undersigned
  that may be necessary or desirable to complete and execute any such Documents
and timely file such Documents with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
        (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
  undersigned pursuant to this Power of Attorney shall be in such form and shall
  contain such terms and conditions as such attorney-in-fact may approve in such
  attorney-in-fact's discretion.
              The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that each
attorney-in-fact, in serving in such capacity at the request of the undersigned,
  is not assuming, nor is such attorney-in-fact's substitute or substitutes or
the Company assuming, any of the undersigned's responsibilities to comply with
the Exchange Act.  The undersigned agrees to defend and hold harmless each
attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from
and against any and all loss, damage or liability that such attorney-in-fact may
  sustain as a result of any action taken in good faith hereunder.
              This Power of Attorney shall remain in full force and effect until
  the undersigned is no longer required to file Documents with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
              IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16 day of September 2010.


	/s/ Donald A. James
Print Name:  	Donald A. James