8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2006

Harley-Davidson Customer Funding Corp.

(Sponsor and Depositor)

Harley-Davidson Motorcycle Trust 2006-2

(Issuing Entity)

Delaware	333-124935-03	51-6570600
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware	19890-0001
(Address of principal executive offices)	(Zip Code)

(302) 651-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events

The registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of Class A-1 Motorcycle Contract Backed Notes, Class A-2 Motorcycle Contract Backed Notes and Class B Motorcycle Contract Backed Notes by Harley-Davidson Motorcycle Trust 2006-2, as described in the final Prospectus Supplement dated May 23, 2006.

Item 9.01.Financial Statements and Exhibits

  (a)Financial Statements:    None

  (b)Pro Forma Financial Information:    None

  (c)Not applicable

  (d)Exhibits:

Exhibit No.	Document
Exhibit 5.1	Opinion of Winston & Strawn LLP, dated as of May 23, 2006, as to legality.
Exhibit 8.1	Opinion of Winston & Strawn LLP, dated as of May 23, 2006, as to certain tax matters.
Exhibit 23.1	Consent of Winston & Strawn LLP (included in Exhibits 5.1 and 8.1)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARLEY-DAVIDSON MOTORCYCLE TRUST 2006-2
By: Harley-Davidson Credit Corp.,
	as Administrator
By:	/s/ Perry A. Glassgow
	Perry A. Glassgow
	Vice President and Treasurer

May 25, 2006

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EXHIBIT INDEX

Exhibit No.	Document
Exhibit 5.1	Opinion of Winston & Strawn LLP, dated as of May 23, 2006, as to legality.
Exhibit 8.1	Opinion of Winston & Strawn LLP, dated as of May 23, 2006, as to certain tax matters.
Exhibit 23.1	Consent of Winston & Strawn LLP (included in Exhibits 5.1 and 8.1)

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EX-5.1

Exhibit 5.1

[Letterhead of Winston & Strawn LLP]

May 23, 2006

Harley-Davidson Customer Funding Corp.

150 South Wacker

Chicago, Illinois 60606

Re:Harley-Davidson Motorcycle Trust 2006-2

Ladies and Gentlemen:

We have acted as special counsel to Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Company”), in connection with (a) the Registration Statement on Form S-3 (Registration No. 333-124935) filed by the Company with the Securities and Exchange Commission and amended by various post-effective amendments, the last of which is Post-Effective Amendment No. 2 that became effective on April 13, 2006 (collectively, as so amended, the “Registration Statement”) and (b) the offering of notes (the “Notes”) described in the related prospectus supplement dated May 23, 2006 and prospectus dated May 19, 2006 (collectively, the “Prospectus”), which have been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.  As described in the Prospectus, the Notes will be issued on or about May 31, 2006 by Harley-Davidson Motorcycle Trust 2006-2 (the “Trust”), a statutory trust formed by the Company pursuant to a trust agreement between the Company and Wilmington Trust Company, as owner trustee.  The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and The Bank of New York Trust Company, N.A., as indenture trustee.

We are familiar with the proceedings to date with respect to the proposed issuance and delivery of the Notes and have examined the Registration Statement and the Prospectus, the forms of the documents and agreements referred to in the Prospectus (including the current draft of the Indenture (including the form of Notes included as exhibits thereto)), and such other documents, records and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  In making our examination of documents that will be executed in connection with the issuance of the Securities, we have assumed that the parties to such documents will have at the time of execution of such documents, the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect of such documents.  As to any facts material to the opinions expressed herein which we did not independently establish or verify, we have relied upon oral and written statements and representations of officers and other representatives of the Company and others.  In addition, we have also relied upon the accuracy and completeness of all certificates and other statements, representations,

documents, records, financial statements and papers reviewed by us, and the accuracy and completeness of all representations, warranties, schedules and exhibits contained in such documents, with respect to the factual matters set forth therein.

Based on and subject to the foregoing, we are of the opinion that, assuming the due authorization of the Indenture by the Trust and the Indenture Trustee, when the Notes have been duly executed and issued by the Trust and authenticated by the Indenture Trustee and sold by the Trust, and payment of the agreed consideration for the Notes shall have been received by the Trust, the Notes will be validly issued and binding obligations of the Trust and entitled to the benefits afforded by the Indenture, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the offering of the Notes.

This opinion letter is limited to the laws of the United States of America and the laws of the State of Illinois, and we express no opinion with respect to the laws of any other state or jurisdiction.

Our opinions set forth in this letter are based on the facts in existence and the laws in effect on the date hereof and we expressly disclaim any obligation to update our opinions herein, regardless of whether changes in such facts or laws come to our attention after the delivery hereof.

We hereby consent to the filing of this opinion letter as an exhibit to the  report on Form 8-K of even date herewith relating to the Trust.  In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ WINSTON & STRAWN LLP

EX-8.1

Exhibit 8.1

[Letterhead of Winston & Strawn LLP]

May 23, 2006

Harley-Davidson Customer Funding Corp.

150 South Wacker

Chicago, Illinois 60606

Re:Harley-Davidson Motorcycle Trust 2006-2

Ladies and Gentlemen:

We have acted as special counsel for Harley-Davidson Customer Funding Corp., a Nevada corporation (the “Company”), in connection with (a) the Registration Statement on Form S-3 (Registration No. 333-124935) filed by the Company with the Securities and Exchange Commission and amended by various post-effective amendments, the last of which is Post-Effective Amendment No. 2 that became effective on April 13, 2006 (collectively, as so amended, the “Registration Statement”) and (b) the offering of notes (the “Notes”) described in the related prospectus supplement dated May 23, 2006 and prospectus dated May 19, 2006 (collectively, the “Prospectus”), which have been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”).  As described in the Prospectus, the Notes will be issued on or about May 31, 2006 by Harley-Davidson Motorcycle Trust 2006-2 (the “Trust”), a statutory trust formed by the Company pursuant to a trust agreement between the Company and Wilmington Trust Company, as owner trustee.  The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and The Bank of New York Trust Company, N.A., as indenture trustee.  Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Prospectus.

We have examined the question of whether the Notes will have the tax treatment described in the Prospectus. Our opinion is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date of such opinion.  All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as the changes in the facts as they have been represented to us or assumed by us, could affect our opinion.  Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future.  Furthermore, our opinion assumes that all the transactions contemplated by the Prospectus will be consummated in accordance with the terms of the Prospectus.

Based on the foregoing, and such legal and factual investigations as we have deemed appropriate, we are of the opinion that for federal income tax purposes:

(1)  the Notes, assuming they are issued in accordance with the Prospectus, will have the federal income tax treatment described in the Prospectus; and

(2)  we hereby adopt and confirm the information appearing under the caption “Material Federal Income Tax Consequences” in the Prospectus and confirm that it represents our opinion with respect to the matters discussed therein.

We hereby consent to the filing of this opinion letter as an exhibit to the  report on Form 8-K of even date herewith relating to the Trust and to a reference to this firm (as counsel to the Registrant) under the headings “Tax Status,” “Material Federal Income Tax Consequences” and “Legal Matters” in the Prospectus, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Prospectus, including this exhibit.

Very truly yours,

/s/ WINSTON & STRAWN LLP