35 W. WACKER DRIVE, CHICAGO IL 60601-9703 |
|
200 PARK AVENUE |
| 1700 K STREET, N.W. |
| 333 SOUTH GRAND AVENUE |
| 101 CALIFORNIA STREET |
| 43 RUE DU RHONE |
| 21 AVENUE VICTOR |
| BUCKLERSBURY HOUSE |
April 11, 2006
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
Washington, DC 20549
Attention: Mr. Max A. Webb
Assistant Director
Re: Harley Davidson Customer Funding Corp. Registration Statement as amended by Post-Effective Amendment No. 2, Filed March 27, 2006, File No. 333-124935
Dear Mr. Webb:
On behalf of Harley Davidson Customer Funding Corp. (the “Company”) we hereby request, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement, as amended, be accelerated so that the same will be effective at 2:00 p.m. (Eastern Standard Time) on Thursday, April 13, 2006, or as soon as practicable thereafter.
On behalf of the Company, we hereby acknowledge that:
(i) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call me at (312) 558-7568 to provide notice of effectiveness of the Registration Statement.
| Best regards, | |
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| |
| /s/ Michael T. Mullins |
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| Michael T. Mullins | |