================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [FEE REQUIRED] For the fiscal year ended: DECEMBER 31, 1993

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE  ACT OF 1934 [NO FEE REQUIRED] For the transition period from
   _______________ to ________________

Commission file number 1-10793
                       -------



                             HARLEY-DAVIDSON, INC.
             (Exact name of registrant as specified in its charter)

               WISCONSIN                                39-1382325
         (State of organization)            (I.R.S. Employer Identification No.)

         3700 WEST JUNEAU AVENUE,                           53208
          MILWAUKEE, WISCONSIN                            (Zip Code)
(Address of principal executive offices)    

Registrant's telephone number:  (414) 342-4680

Securities registered pursuant to Section 12(b) of the Act:

                                                          Name of each Exchange
         Title of each class                               on which registered
- --------------------------------------                   -----------------------
COMMON STOCK, $.01 PAR VALUE PER SHARE                   NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS                          NEW YORK STOCK EXCHANGE



Securities registered pursuant to Section 12(g) of the Act:  NONE

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 and (2) has been subject to such requirements for the
past 90 days.  Yes  X  No    .
                   ---    ---    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of the voting stock held by nonaffiliates of the
registrant at March 17, 1994:
                               $1,835,127,446.

Number of shares of the registrant's common stock outstanding at March 17, 1994:
                               38,091,491 shares.
Part III of this report incorporates information by reference from registrant's
Proxy Statement for the annual meeting of its shareholders to be held on May 14,
1994.

================================================================================

 
                                     PART I
  Item 1. Business
  ----------------
  Summary
  -------

  Harley-Davidson, Inc. (the "Company") was incorporated in 1981, at which time
  it purchased the Harley-Davidson Motorcycle Business from AMF Incorporated
  (currently doing business as Minstar) in a management buyout. In 1986, the
  Company became publicly held.  The Company operates in two segments:
  Motorcycles and Related Products and Transportation Vehicles.

  The Company's Motorcycles and Related Products segment designs, manufactures
  and sells primarily heavyweight (engine displacement of 751cc or above)
  touring and custom motorcycles and a broad range of related products which
  include motorcycle parts and accessories and riding apparel.  The Company,
  which is the only major American motorcycle manufacturer, has held the largest
  share of the United States heavyweight motorcycle market since 1986. The
  Company generally holds much smaller market shares in international markets.

  The Transportation Vehicles segment consists entirely of the Company's wholly
  owned subsidiary Holiday Rambler Corporation and its subsidiaries ("Holiday
  Rambler").  Holiday Rambler manufactures recreational vehicles, principally
  motorhomes and travel trailers, and specialized commercial vehicles.  Holiday
  Rambler was acquired by the Company in December 1986.  Holiday Rambler's
  Recreational Vehicle division competes primarily in the mid to premium segment
  of the recreational vehicle market.  Holiday Rambler's commercial vehicles
  (marketed under the Utilimaster(R) brand name), which include walk-in vans
  and parcel delivery trucks, are built for a diverse range of specialized
  commercial uses.  Holiday Rambler's Commercial Vehicle division is one of a
  small number of commercial vehicle manufacturers with the resources to satisfy
  the volume requirements and specialized needs of fleet customers.

  Revenue, operating profit (loss) and identifiable assets attributable to each
  of the Company's segments are as follows (in thousands):
- -------------------------------------------------------------------------------


 
                            Motorcycles
                            and Related   Transportation
                             Products        Vehicles      Corporate
                            -----------   --------------   ---------
                                                  
    1993
    ----
 Revenue                       $933,262        $284,166      $     -
 Operating income (loss)        136,217         (59,533)*     (6,878)
 Identifiable assets            437,813         134,699       10,773
 
    1992
    ----
 Revenue                       $822,929        $282,355      $     -
 Operating income (loss)        102,300           2,137       (7,240)
 Identifiable assets            341,940         178,252        1,972
 
    1991
    ----
 Revenue                       $701,969        $237,894      $     -
 Operating income (loss)         89,551         (13,427)      (7,479)
 Identifiable assets            281,790         189,326        3,117

  *Includes $57.0 million charge related primarily to the write-off of goodwill.
- --------------------------------------------------------------------------------

                                       2

 
  The heavyweight motorcycle market continued to expand in 1993. The
  recreational vehicle industry also reported volume increases during 1993,
  primarily in the middle to low price segments of the market.  The Recreational
  Vehicles division generally targets its products toward the middle to upper
  price segment of the market.

  Quarterly revenue and operating income (loss) (in thousands), by segment, and
  motorcycle shipment information, are as follows:




- ----------------------------------------------------------------------------------------------------
                                             First     Second      Third      Fourth       Total
                                            Quarter    Quarter    Quarter    Quarter        Year
                                           ---------  ---------  ---------  ----------  ------------
                                                                          
 1993                                     
 Revenue by segment:                      
   Motorcycles and Related Products         $205,328   $256,870   $220,778   $250,286     $  933,262
   Transportation Vehicles                    64,257     77,508     63,598     78,803        284,166
                                            --------   --------   --------   --------     ----------
                                            $269,585   $334,378   $284,376   $329,089     $1,217,428
 Operating income (loss) by segment:      
   Motorcycles and Related Products         $ 27,505   $ 41,604   $ 31,175   $ 35,933     $  136,217
   Transportation Vehicles                      (589)       301     (2,137)   (57,108)*      (59,533)
   Corporate                                  (1,746)    (1,840)    (1,183)    (2,109)        (6,878)
                                            --------   --------   --------   --------     ----------
                                            $ 25,170   $ 40,065   $ 27,855   $(23,284)    $   69,806
 Units:                                   
   Motorcycles                                19,502     22,951     17,963     21,280         81,696
                                          
   *Includes $57.0 million charge related primarily to the write-off of
    goodwill.
- ----------------------------------------------------------------------------------------------------
 1992                                     
 Revenue by segment:                      
   Motorcycles and Related Products         $179,010   $203,929   $201,408   $238,582     $  822,929
   Transportation Vehicles                    68,412     70,020     70,342     73,581        282,355
                                            --------   --------   --------   --------     ----------
                                            $247,422   $273,949   $271,750   $312,163     $1,105,284
                                          
 Operating income (loss) by segment:      
   Motorcycles and Related Products         $ 18,292   $ 32,772   $ 25,311   $ 25,925     $  102,300
   Transportation Vehicles                       138      1,144        106        749          2,137
   Corporate                                  (1,719)    (2,270)    (1,416)    (1,835)        (7,240)
                                            --------   --------   --------   --------     ----------
                                            $ 16,711   $ 31,646   $ 24,001   $ 24,839     $   97,197
 Units:                                   
   Motorcycles                                17,186     18,771     17,977     22,561         76,495
- ----------------------------------------------------------------------------------------------------
 1991                                     
 Revenue by segment:                      
   Motorcycles and Related Products         $145,429   $191,939   $177,896   $186,705     $  701,969
   Transportation Vehicles                    50,772     73,385     62,730     51,007        237,894
                                            --------   --------   --------   --------     ----------
                                            $196,201   $265,324   $240,626   $237,712     $  939,863
                                          
 Operating income (loss) by segment:      
   Motorcycles and Related Products         $ 14,756   $ 31,061   $ 21,783   $ 21,951     $   89,551
   Transportation Vehicles                    (3,267)       790     (4,018)    (6,932)       (13,427)
   Corporate                                  (1,659)    (2,313)    (1,497)    (2,010)        (7,479)
                                            --------   --------   --------   --------     ----------
                                            $  9,830   $ 29,538   $ 16,268   $ 13,009     $   68,645
 Units:                                   
   Motorcycles                                14,334     18,706     16,747     18,839         68,626


                                       3

 
  MOTORCYCLES AND RELATED PRODUCTS

  The primary business of the Motorcycles and Related Products segment is to
  produce and sell premium heavyweight motorcycles.  The Company's motorcycle
  products emphasize traditional styling, design simplicity, durability, ease of
  service and evolutionary change.  Studies by the Company indicate that the
  typical Harley-Davidson(R) motorcycle owner is a male in his late-thirties,
  with a household income of approximately $53,700, who purchases a motorcycle
  for recreational purposes rather than to provide transportation and who is an
  experienced motorcycle rider. Approximately two-thirds of the Company's sales
  are to buyers with at least one year of higher education beyond high school.

  The heavyweight class of motorcycles is comprised of four types:  standard,
  which emphasizes simplicity and cost; performance, which emphasizes racing and
  speed; touring, which emphasizes comfort and amenities for long-distance
  travel; and custom, which emphasizes styling and individual owner
  customization.  Touring and custom models are the primary class of heavyweight
  motorcycle the Company manufactures.  The Company presently manufactures and
  sells 18 models of touring and custom heavyweight motorcycles, with suggested
  retail prices ranging from approximately $5,000 to $16,200.  The touring
  segment of the heavyweight market was pioneered by the Company and includes
  motorcycles equipped for long-distance touring with fairings, windshields,
  saddlebags and Tour Paks(R).  The custom segment of the market includes
  motorcycles featuring the distinctive styling associated with certain classic
  Harley-Davidson motorcycles.  These motorcycles are highly customized through
  the use of trim and accessories.  The Company's motorcycles are based on
  variations of five basic chassis designs and are powered by one of three air
  cooled, twin cylinder engines of "V" configuration which have displacements of
  883cc, 1200cc and 1340cc.  The Company manufactures its own engines and
  frames.

  During 1993, the Company acquired a 49 percent interest in Buell Motorcycle
  Company (Buell), a manufacturer of performance motorcycles. This investment in
  Buell offers the Company the possibility of gradually gaining entry into
  select niches within the performance motorcycle market.  Buell will begin the
  distribution of a limited number of Buell motorcycles during 1994 to select
  dealers within the Company's dealer network.

  Although there are some accessory differences between the Company's top-of-the
  line touring motorcycles and those of its competitors', suggested retail
  prices are generally comparable.  The top of the Company's custom product line
  is typically priced at approximately twice that of its competitors' custom
  motorcycles.  The custom portion of the product line represents the Company's
  highest unit volumes and continues to command a price premium because of its
  features, styling and high resale value.  The Company's smallest displacement
  custom motorcycle (the 883cc Sportster(R)) is directly price competitive with
  competitors' comparable motorcycles.  The Company's surveys of retail
  purchasers indicate that, historically, over three-quarters of the purchasers
  of its Sportster model have come from competitive-brand motorcycles or are
  people new to the sport of motorcycling.  Since 1988, the Company's research
  has consistently shown a repurchase intent in excess of 92% on the part of
  purchasers of its motorcycles, and the Company expects to see sales of its
  883cc Sportster model partially translated into sales of its higher-priced
  products in the normal two to three year ownership cycle.  Domestically,
  motorcycle sales generated 51.4%, 52.8% and  50.6% of revenues in the
  Motorcycles and Related Products segment during 1993, 1992 and 1991,
  respectively.

  The major product categories for the Motorcycle Parts and Accessories business
  are replacement parts, mechanical accessories, rider accessories
  (MotorClothes(R) and collectibles) and specially formulated oil and other
  lubricants.  The Company's replacement parts include original equipment

                                       4

 
  parts, generally made in the United States, and a less expensive line of
  imported parts introduced in 1983 to compete against foreign-sourced
  aftermarket suppliers.  Domestic motorcycle parts and accessories sales
  comprised 17.4%, 15.3% and 14.9% of net sales in the Motorcycles and Related
  Products segment in 1993, 1992 and 1991, respectively.  Net sales from
  domestic motorcycle parts and accessories have grown 77% over the last three
  years (since 1990).

  The Company also provides a variety of services to its dealers and retail
  customers including service training schools, delivery of its motorcycles,
  motorcycling vacations, memberships in an owners club and customized software
  packages for dealers.  The Company has had recent success under a program
  emphasizing modern store design and display techniques in the merchandising of
  parts and accessories by its dealers.  Currently, 307 domestic and 75
  international dealerships have completed store design renovation projects.

  Licensing.  In recent years, the Company has endeavored to create an awareness
  of the brand among the nonriding public by licensing its trademark "Harley-
  Davidson(R)" and numerous related trademarks owned by the Company.  The
  Company currently has licensed the production and sale of a broad range of
  consumer items, including t-shirts and other clothing, jewelry, small leather
  goods and numerous other products and is expanding its licensing activity in
  the toy category.  Although the majority of licensing activity occurs in the
  U.S., the Company has expanded into international markets.

  This licensing activity provides the Company with a valuable source of
  advertising.  Licensing also has proven to be an effective means for enhancing
  the Company's image with consumers and provides an important tool for policing
  the unauthorized use of the Company's trademarks thereby protecting the brand
  and its use by authorized motorcycle dealers.  Royalty revenues from licensing
  accounted for approximately 1% of the net sales from the Motorcycles and
  Related Products segment during each of the three years in the period ended
  December 31, 1993.  While royalty revenues from licensing activities are
  small, the profitability of this business is relatively high.

  Marketing and Distribution.  The Company's basic channel of United States
  distribution for its motorcycles and related products consists of
  approximately 600 independently owned full-service dealerships.  With respect
  to sales of new motorcycles, approximately 75% of the dealerships sell Harley-
  Davidson motorcycles exclusively.  All dealerships carry the Company's
  replacement parts and aftermarket accessories and perform servicing of Harley-
  Davidson motorcycle products.

  The Company's marketing efforts are divided among dealer promotions, customer
  events, magazine and direct mail advertising, public relations, and
  cooperative programs with Harley-Davidson dealers.  The Company also sponsors
  racing activities and special promotional events and participates in all major
  motorcycle consumer shows and rallies.  In an effort to encourage Harley-
  Davidson owners to become more actively involved in the sport of motorcycling,
  the Company formed a riders club in 1983.  The Harley Owners Group(R), or
  "HOG(R)" currently has approximately 250,000 members worldwide and is the
  industry's largest company-sponsored enthusiast organization.  In addition,
  since 1980 the Company has been a national sponsor of the Muscular Dystrophy
  Association.  In 1984, the Company became the first motorcycle manufacturer to
  use a national program of demonstration rides.  The Company's expenditures on
  domestic marketing and advertising were approximately $53.8 million, $45.2
  million and $36.1 million during 1993, 1992 and 1991, respectively.

  Retail Customer and Dealer Financing.  Among the factors affecting the volume
  of the Company's motorcycle sales are the availability and cost of credit to
  both retail purchasers and Harley-Davidson dealers.

                                       5

 
    On January 5, 1993, the Company invested $10 million for a 49% interest in
  Eagle Credit Corporation ("Eagle").  Eagle was formed to provide a source for
  wholesale and retail motorcycle financing to dealers and customers,
  respectively.  Also on January 5, 1993, Eagle assumed the motorcycle floor-
  plans and parts and accessories arrangements previously held by ITT Commercial
  Finance Corp.  Eagle has initiated programs that have allowed it to offer
  retail financing opportunities to the Company's domestic motorcycle customers.
  In addition, Eagle has established a proprietary credit card for use in the
  Company's independent dealerships.

  A majority of dealer purchases of the Company's motorcycles are financed by
  Eagle.  Under the terms of the Company's agreement with Eagle, participating
  dealers finance with Eagle 100% of the motorcycle invoice price.  The Company
  has agreed to indemnify Eagle for certain losses that might be incurred by
  Eagle upon the sale or disposition of motorcycles repossessed by Eagle.
  Historically, the Company has experienced insignificant losses under this
  program.

  The Company encourages its motorcycle dealers to purchase and maintain
  adequate inventories of the Company's parts and accessories during the winter
  months in anticipation of the Christmas and spring selling season by offering
  its dealers special discounts and delayed billing terms. Under this program,
  payments to Eagle by dealers are due on June 1.  The Company enters into an
  annual trade acceptance agreement with Eagle to provide the Company with the
  ability to sell its receivables from dealers.  Under the terms of the
  agreement, the Company receives cash from Eagle in the amount of 100% of
  certain eligible accounts receivable at the time of sale to the dealer.  On
  June 1 of each year, the date by which payments to Eagle are due from dealers,
  the Company is obligated to repurchase all unpaid balances from Eagle.
  Historically, the Company has experienced insignificant losses under this
  program.

  International Sales.  International sales were $263 million, $240 million and
  $205 million, accounting for approximately 28%, 29% and 29% of net sales of
  the Motorcycles and Related Products segment, during 1993, 1992 and 1991,
  respectively.  The Company believes that the international heavyweight market
  is growing and is significantly larger than the U.S. heavyweight market.  The
  Company estimates, using data reasonably available to the Company, that it
  holds an average market share of approximately 14% in the heavyweight export
  markets in which it competes.

  The Company has wholly owned subsidiaries located in Germany, Japan and the
  United Kingdom.  The German subsidiary also serves Austria and France.  The
  combined foreign subsidiaries have a network of 129 dealers of which
  approximately 44% sell the Company's motorcycles exclusively.  Distribution
  through these subsidiaries allows the Company flexibility in responding to
  changing economic conditions in a variety of foreign markets.  Elsewhere,
  sales are managed through 16 distributors in 14 countries.  These distributors
  service approximately 251 additional dealers, of which approximately 92% sell
  Harley-Davidson motorcycles exclusively.  The Company has representatives in 5
  additional countries who primarily seek fleet sales and parts orders.  Japan,
  Germany, Canada and France, in that order, represent the Company's largest
  export markets and account for approximately 63% of export sales.  See Note 11
  to the consolidated financial statements for additional information regarding
  foreign operations.

  Competition.  The U.S. and international heavyweight motorcycle markets are
  highly competitive.  The Company's major competitors generally have financial
  and marketing resources which are substantially greater than those of the
  Company.  The Company's principal competitors have larger overall sales
  volumes and are more diversified than the Company.  The Company believes that
  the heavyweight motorcycle market is the most profitable segment of the U.S.
  motorcycle market.

                                       6

 
  During 1993, the heavyweight segment represented 34% of the total U.S.
  motorcycle market in terms of new units registered.

  The Company first began to experience significant competition in the domestic
  heavyweight motorcycle market from Japanese manufacturers in the early 1970's,
  and prior to 1984, the Company's U.S. market share declined almost
  continuously.  Domestically, the Company competes in the touring and custom
  segments of the heavyweight motorcycle market, which together accounted for
  75%, 73% and 72% of total heavyweight retail unit sales in the U.S. during
  1993, 1992 and 1991, respectively.  The custom and touring motorcycles are
  generally the most expensive and most profitable vehicles in the market.

  For the last 8 years, the Company has led the industry in domestic sales of
  heavyweight motorcycles.  The Company has increased its share of the
  heavyweight market from 22% in 1983 to 58% in 1993.



                 Shares of U.S. Heavyweight Motorcycle Market*
                       (Above 750cc Engine Displacement)


                 
                                                        Year Ended December 31,
                                                 --------------------------------------
                                                  1993    1992    1991    1990    1989
                                                 ------  ------  ------  ------  ------
                                                                  
 
 New U.S. Registrations (thousands of units):
   Total new registrations                       101.4    86.4    74.3    78.5    71.4
   Harley-Davidson new registrations              59.3    52.2    45.1    46.9    41.0
 
   Percentage Market Share:
     Harley-Davidson                              58.4%   60.4%   60.7%   59.7%   57.4%
     Honda                                        17.7    16.4    17.3    18.7    17.3
     Suzuki                                        9.4     9.4     7.6     5.7     6.6
     Kawasaki                                      6.2     5.6     6.4     6.5     7.4
     Yamaha                                        4.4     4.1     4.7     6.9     8.8
     Other                                         3.9     4.1     3.3     2.5     2.5
                                                 -----   -----   -----   -----   -----
 
   Total                                         100.0%  100.0%  100.0%  100.0%  100.0%
                                                 =====   =====   =====   =====   =====
 

     * Information in this report regarding motorcycle registrations and market
       shares has been derived from data published by R.L. Polk & Co.

                                       7

 
  On a worldwide basis, the Company measures its market share using the
  heavyweight classification.  Although definitive market share information does
  not exist for many of the smaller foreign markets, the Company estimates its
  worldwide competitive position, using data reasonably available to the
  Company, to be as follows:

- --------------------------------------------------------------------------------

               Worldwide Heavyweight Motorcycle Registration Data
                       (Above 750cc Engine Displacement)


                                               (Units in Thousands)
                                               1993    1992    1991
                                              ------  ------  ------
                                                     
 North America(1): 
   Total registrations                        109.5    92.3    80.7
   Harley-Davidson registrations               63.4    56.0    48.3
   Harley-Davidson market share percentage     57.9%   60.6%   59.9%
 
 Europe(2):
   Total registrations                        129.4   128.0   104.9
   Harley-Davidson registrations               13.0    12.5    10.7
   Harley-Davidson market share percentage     10.1%    9.7%   10.2%
 
 Japan/Australia(3):
   Total registrations                         31.8    28.2    24.6
   Harley-Davidson registrations                6.6     5.2     5.2
   Harley-Davidson market share percentage     20.9%   18.4%   21.1%

  (1)  Includes the United States and Canada
  (2)  Includes Austria, Belgium, France, Germany, Italy,
       Netherlands, Spain, Switzerland and United Kingdom.
  (3)  Data for Queensland, Northern Territory and South Australia
       not available prior to 1993.
- -------------------------------------------------------------------------------

  Competition in the heavyweight motorcycle market is based upon a number of
  factors, including price, quality, reliability, styling, product features and
  warranties.  The Company emphasizes quality, reliability and styling in its
  products and offers warranties which are generally comparable to those of its
  competitors.  In general, resale prices of Harley-Davidson motorcycles, as a
  percentage of price when new, are significantly higher than resale prices of
  motorcycles sold by the Company's competitors.

  Although domestic heavyweight registrations increased 17% and 14% during 1993
  and 1992, respectively, the Company expects only modest market growth in the
  future.  The Company's ability to maintain its current domestic sales levels
  will depend primarily on its ability to maintain or increase its share of the
  market.

  Motorcycle Manufacturing.  Since 1982, in an effort to achieve cost and
  quality parity with its competitors, the Company has incorporated
  manufacturing techniques to continuously improve its operations.  These
  techniques, which include employee involvement, just-in-time inventory
  principles and statistical process control, have significantly improved
  quality, productivity and asset utilization.

  The Company's use of just-in-time inventory principles allows it to minimize
  its inventories of raw materials and work in process, as well as scrap and
  rework costs.  This system also allows quicker reaction to engineering design
  changes, quality improvements and market demands.  The Company has trained the
  majority of its manufacturing employees in problem solving and statistical
  methods.

                                       8

 
  During 1993, the Company completed a comprehensive motorcycle manufacturing
  strategy designed to, among other things, achieve the goal of a 100,000 units
  per year production rate in 1996.  The Company began implementing the strategy
  in 1993 and estimates that it will be completed during 1996. The strategy
  calls for the enhancement of the Motorcycle division's ability to increase
  capacity, adjust to changes in the market place and further improve quality
  while reducing costs. The strategy calls for the achievement of the increased
  capacity within the existing facilities (with minor additions) without a
  significant change in personnel.

  Raw Material and Purchased Components.  The Company has endeavored to
  establish with its suppliers long-term informal "partnership" relationships,
  directly assisting them in the implementation of the manufacturing techniques
  employed by the Company through training sessions and plant evaluations.  In
  furtherance of the Company's "partnership" philosophy, the Company reduced the
  number of its manufacturing suppliers in recent years and is conducting more
  business with suppliers that have implemented these same manufacturing
  techniques in their manufacturing operations.

  The Company purchases all of its raw material, principally steel and aluminum
  castings, forgings, sheet and bars, and certain motorcycle components,
  including carburetors, batteries, tires, seats, electrical components and
  instruments.  Certain of these components are secured from one of a limited
  number of suppliers.  Interruptions from certain of these suppliers could
  adversely affect the Company's production pending the establishment of
  substitute supply arrangements.  The Company anticipates no significant
  difficulties in obtaining raw materials or components for which it relies upon
  a limited source of supply.

  Research and Development.  The Company believes that research and development
  is a significant factor in the Company's ability to continuously improve its
  competitive position.  The Motorcycles and Related Products segment incurred
  research and development expenses of approximately $19.3 million, $14.6
  million and $8.0 million during 1993, 1992 and 1991, respectively.

  Patents and Trademarks.  The Company owns certain patents which relate to its
  motorcycles and related products and processes for their production.  The
  Company believes that the loss of any of its patents would not have a material
  effect upon its business.

  Trademarks are important to the Company's motorcycle business and licensing
  activities.  The Company has a vigorous program of trademark registration and
  enforcement to prevent the unauthorized use of its trademarks, strengthen the
  value of its trademarks and improve its image and customer goodwill.  The
  Company believes that its "Harley-Davidson(R)" registered United States
  trademark is its most significant trademark.  The Company's Bar and Shield
  design is also highly recognizable by the general public.  Additionally, the
  Company has numerous other registered trademarks, trade names and logos, both
  in the United States and abroad.  The Company has used the "Harley-Davidson"
  trademark continuously since 1903.

  Seasonality. The Company, in general, does not experience seasonal
  fluctuations in production.  This is primarily the result of a strong demand
  for the Company's motorcycles and related products, as well as the
  availability of floor plan financing arrangements for its independent dealers.
  Floor plan financing allows many dealers to build their inventory levels in
  anticipation of the spring and summer selling seasons.

  Regulation.  Both federal and state authorities have various environmental
  control requirements relating to air, water and noise pollution which affect
  the business and operations of the Company.

                                       9
 
 
  The Company endeavors to ensure that its facilities and products comply with
  all applicable environmental regulations and standards.

  To ensure compliance with lower European Union noise standards (80dba),
  which are scheduled to take effect in calendar year 1994, the Company began a
  product development program during late 1990. Most of the design changes 
  related to this program will be incorporated into the 1995 model year 
  motorcycles (production beginning in July 1994).  While these models are 
  subject to European Union Certification procedures, testing performed by 
  the Company to date indicates that the design changes will bring 1995 model 
  year motorcycles within the required limits. Near the end of the decade, there
  may be a further reduction of European Union noise standards (to 77dba). 
  Accordingly, the Company anticipates that it will continue to incur some 
  level of research and development costs related to this matter over the next 
  several years.

  The Company's motorcycles are subject to certification by the U.S.
  Environmental Protection Agency (EPA) for compliance with applicable emissions
  and noise standards and by the State of California Air Resources Board (ARB)
  with respect to the ARB's more stringent emissions standards.  The Company's
  motorcycle products have been certified to comply fully with all such
  applicable standards.  The Company's motorcycles are subject to additional ARB
  tailpipe and evaporation emissions standards requiring that unique vehicles be
  built for sale exclusively in California.

  The Company, as a manufacturer of motorcycle products, is subject to the
  National Traffic and Motor Vehicle Safety Act (Safety Act), which is
  administered by the National Highway Traffic Safety Administration (NHTSA).
  The Company has acknowledged to NHTSA that its motorcycle products comply 
  fully with all applicable federal motor vehicle safety standards and related
  regulations.

  In accordance with NHTSA policies the Company has from time to time initiated
  certain voluntary recalls.  During the last three years, the Company has
  initiated 11 voluntary recalls at a total cost of approximately $7.8 million.
  The Company fully reserves for all estimated costs associated with recalls in
  the period that they are announced.

  Federal, state, and local authorities have adopted various control standards
  relating to air, water and noise pollution which affect the business and
  operations of the Motorcycles and Related Product segment.  Management does
  not anticipate that any of these standards will have a materially adverse
  impact on its capital expenditures, earnings, or competitive position.


  Employees.  As of December 31, 1993, the Motorcycles and Related Products
  segment had approximately 4,100 employees.  Production workers at the
  motorcycle manufacturing facilities in Wauwatosa and Tomahawk, Wisconsin, are
  represented principally by the United Paperworkers International Union (UPIU)
  of the AFL-CIO, as well as the International Association of Machinist and
  Aerospace Workers (IAM).  Production workers at the motorcycle manufacturing
  facility in York, Pennsylvania, are represented principally by the IAM.  The
  current collective bargaining agreement with the UPIU as been extended to 
  expire on April 11, 1994. The collective bargaining agreement with the 
  Wisconsin-IAM will expire on March 2, 1997, and the collective bargaining 
  agreement with the Pennsylvania-IAM will expire on February 2, 1997.

                                       10

 
  TRANSPORTATION VEHICLES

     Recreational Vehicles
     ---------------------

  The Recreational Vehicle division's motorhomes and travel trailers are
  designed to appeal to people interested in travel and outdoor recreational
  activities.  These recreational vehicles are distinct from mobile homes, which
  are manufactured housing designed for permanent and semipermanent dwelling.

  Principal types of recreational vehicles produced by the Recreational Vehicle
  division include Class A or "conventional" motorhomes, Class C or "mini"
  motorhomes (discontinued with the 1994 model year), and travel trailers.
  Recreational vehicle classifications are based upon standards established by
  the Recreation Vehicle Industry Association (RVIA).

  A motorhome is a self-powered vehicle built on a motor vehicle chassis.  The
  interior typically includes a driver's area, kitchen, bathroom, dining, and
  sleeping areas.  Motorhomes are self-contained, with their own lighting,
  heating, cooking, refrigeration, sewage holding and water storage facilities
  so that they can be lived in without being attached to utilities.  As such,
  they generally qualify as second homes for income tax purposes.  Although they
  generally are not designed to provide complete facilities for permanent or
  semipermanent living, motorhomes do provide comfortable living facilities for
  short periods of time.

  Class A motorhomes are constructed on medium-duty truck chassis, which are
  purchased with engine and drive train components.  The living area and
  driver's compartment are designed, manufactured, and installed by the
  Recreational Vehicle division.

  Travel trailers are non-motorized vehicles which are designed to be towed by
  passenger automobiles, pick-up trucks, sport utility vehicles or vans.  They
  are otherwise similar to motorhomes in features and use.  The Company produces
  both "conventional" and "fifth wheel" travel trailers.  Conventional travel
  trailers are towed by means of a bumper or frame hitch attached to the towing
  vehicle.  Fifth wheel trailers, designed to be towed by pick-up trucks, are
  constructed with a raised forward section that is attached to the bed area of
  the pick-up truck.  This design allows a bi-level floor plan and additional
  living space.

  The Company's premium lines of recreational vehicles are marketed under the
  Navigator(R) and Imperial(TM) brand names.  Models in these lines are
  manufactured with premium quality materials and components, including
  entertainment centers, solid oak cabinetry and brass fixtures, and may be
  equipped with luxury features such as microwave-convection ovens,
  washer/dryers and built-in vacuum cleaner systems.  These models are generally
  purchased by persons who previously have owned recreational vehicles.  The
  Navigator is a bus-style motorhome that carries a suggested retail price of
  $193,000 to $220,000.  In the Company's Imperial line, suggested retail prices
  of motorhomes generally range between $108,000 and $183,000, while travel
  trailers retail between $38,200 and $67,000.

  The Company also produces motorhomes under the Aluma-Lite(R) brand name, and
  travel trailers under the Aluma-Lite and Free Spirit(R) brand names, for
  the mid-range market. These models are produced with fewer standard features
  than the Navigator or Imperial.  Suggested retail prices for the Aluma-Lite
  motorhome range between $68,000 and $123,000 while Aluma-Lite and Free Spirit
  travel trailers range between $18,000 and $58,000.  Also in the mid-range
  market, the Company produces Endeavor(R) and Vacationer(R) motorhome models.
  Suggested retail prices in these lines range between $50,000 and $112,000.


                                       11

 
  Holiday Rambler continues to emphasize product development.  Its major
  thrust is threefold:  to develop competitive floorplans; to update existing
  models; and to bring innovation into the product line along with increased
  quality.  In achieving these goals, Holiday Rambler does not plan to vary from
  its traditional aluminum frame construction or stray from its existing product
  boundaries.

  The following table presents information regarding wholesale sales of the
  Company's recreational vehicles during the periods indicated:

- --------------------------------------------------------------------------------

                      Wholesale Recreational Vehicle Sales


 
                                               Year Ended December 31,
                                            -----------------------------
                                                    (in thousands)
                                               1993      1992      1991
                                               Sales     Sales     Sales
                                              --------  --------  --------
                                                          
 Premium lines                                $ 53,041  $ 58,460  $ 41,246
 Mid-range lines                                83,677    89,601    79,788
                                              --------  --------  --------
 Total                                        $136,718  $148,061  $121,034
                                              ========  ========  ========
 
- --------------------------------------------------------------------------------


  In addition to wholesale sales of the recreational vehicle products shown
  above, sales by the Recreational Vehicle division also include retail sales
  by its wholly owned Holiday World(R) stores, discussed below.

  The Recreational Vehicle division's sales (including retail, wholesale and
  other sales) were $192.7 million, $202.1 million and $170.6 million in 1993,
  1992 and 1991, respectively.  Sales of the Recreational Vehicle division
  accounted for 67.8%, 71.6% and 71.7% of the Transportation Vehicles segment's
  revenues for the years ended December 31, 1993, 1992 and 1991, respectively.

  Competition and Other Business Considerations - The recreational vehicle
  market is highly competitive with a number of other manufacturers selling
  products in competition with the Company.  Competition is based upon price,
  design, quality and service.  The Company believes that it provides service
  comparable to that provided by its competitors and that the design and quality
  of its products compare favorably with similarly priced products of its
  competitors.

  The Company believes that the primary external factors affecting the
  recreational vehicle industry are the consumer's perception of the health of
  the economy, interest rates, availability of retail financing and the
  availability of gasoline.

  Fifteen manufacturers accounted for approximately 82% of total units sold
  during 1993 in the recreational vehicle market classifications in which the
  Recreational Vehicle division competes.  The remaining units included products
  manufactured by approximately fifty additional manufacturers. During 1993,
  Fleetwood Enterprises, Inc. (Fleetwood) accounted for approximately 34% and
  26% of the Class A and Travel Trailer markets, respectively.  During the same
  period, the Company's shares of the Class A and Travel Trailer markets were
  4.8% and 2.4%, respectively. The Company ranks fourth in Class A market share
  and ninth in Travel Trailer market share.

                                       12

 
  As a result of the Company's emphasis on sales of premium vehicles, the
  Company's market share in the premium market is significantly higher than its
  share of the overall market.  While definitive market share statistics with
  respect to this market do not exist, the Company believes that its
  Recreational Vehicle division is one of the largest producers of premium
  recreational vehicles.  The largest manufacturer in the recreational vehicle
  industry, Fleetwood, does not have significant market share in the premium
  segment.  Although the Company manufactures Class A motorhomes and travel
  trailers with lower prices, the Recreational Vehicle division's strategy in
  manufacturing recreational vehicles outside of the premium market is to offer
  a broad range of recreational vehicles to purchasers who may subsequently
  purchase premium recreational vehicles.

  Marketing and Distribution - The Recreational Vehicle division markets its
  recreational vehicle products through a network of approximately 150 dealers
  located throughout the continental United States, including fourteen company-
  owned Holiday World dealers.  Holiday World dealers also stock previously
  owned vehicles and new recreational vehicles manufactured by certain of
  Holiday Rambler's competitors.  The Holiday World dealers provide Holiday
  Rambler with valuable knowledge regarding consumer preferences and information
  regarding products of its competitors, as well as other marketing information.
  Holiday Rambler's sales and service agreements require dealers to maintain a
  service department and a supply of recreational vehicle parts, supplies and
  accessories.  These agreements are subject to renewal on an annual basis.

  Holiday Rambler's new owner questionnaires indicate that approximately 68% of
  purchasers of Holiday Rambler's new recreational vehicles are 56 years or
  older, a growing segment of the U.S. population.

  Customer loyalty is reinforced by Holiday Rambler's sponsorship of the Holiday
  Rambler Recreational Vehicle Club, Inc., a not-for-profit Indiana corporation.
  The club is open only to owners of Holiday Rambler's recreational vehicles and
  has approximately 11,600 members.  The club holds 31 club-sponsored rallies
  and caravans each year and is provided with administrative and promotional
  assistance by Holiday Rambler.  Holiday Rambler receives valuable feedback
  from its customers at these events.

  Holiday Rambler is focusing its marketing effort to be more responsive to its
  customers' needs.  During 1993, Holiday Rambler replaced or filled several key
  positions including that of the chief operating officer and the vice
  presidents of sales, marketing and engineering. The Company believes that 
  these positions are vital to the success of the Transportation Vehicles
  segment's strategies surrounding the renewed customer focus.

  Dealer Financing - Substantially all of the Recreational Vehicle division's
  recreational vehicle sales to dealers are made on terms requiring payment
  within ten days of the dealer's receipt of the unit.  Most dealers are
  financed under "floor plan" arrangements with banks or finance companies under
  which the lender advances all, or substantially all, of the purchase price of
  the vehicle being purchased.  The loan is collateralized by a lien on the
  vehicle.  In certain instances, consistent with industry practice, Holiday
  Rambler has entered into repurchase agreements with these lenders which
  provide that, in the event of default by the dealer in repaying the loan,
  Holiday Rambler will either repay the loan or repurchase the financed
  vehicles.  In general, the repurchase agreements provide that, for up to
  twelve months after a unit is financed, Holiday Rambler will repurchase the
  unit upon a determination by the lender to repossess the unit.  Holiday
  Rambler's loss exposure on repurchase is limited to the difference between the
  net realized resale value of the vehicle and the amount required to be paid
  the lending institution at the time of repurchase.  On January 5, 1993, Eagle
  purchased the Notes Payable obligations (floor plan financing) of the
  Company's wholly owned Holiday World Stores. For further

                                       13

 
  information on dealer financing programs, see Notes 5 and 7 to the 1993
  consolidated financial statements.

    Commercial Vehicles
    -------------------

  The Company, through its Utilimaster Corporation subsidiary (Utilimaster),
  builds truck bodies for specialized commercial uses.  Sales of the Company's
  commercial vehicles and truck bodies accounted for 27.8%, 24.0% and 23.4% of
  the Transportation Vehicles segment's revenues in 1993, 1992 and 1991,
  respectively.

  Utilimaster currently installs the truck bodies on chassis of various sizes
  supplied by third parties.  The truck bodies are offered in aluminum or
  fiberglass reinforced plywood (FRP) construction and are available in lengths
  of 9 to 28 feet.  The Company's products (excluding chassis) range in price
  from $2,600 to $34,000 although special service vehicles can sell as high as
  $60,000.

  The principal types of commercial bodies are as follows:

     Parcel Delivery Vans - Aluminum or FRP parcel delivery van bodies are
     installed on chopped van chassis supplied by the major Detroit truck
     manufacturers.  These parcel delivery van bodies that are manufactured by
     the Company range in length from 10 to 16 feet and are primarily used for
     local delivery of parcels, freight and perishables.

     Standard Walk-In Vans - Utilimaster manufactures its standard walk-in vans
     (step-vans) on a truck chassis supplied with engine and drive train
     components, but without a cab.  The Company fabricates the driver's
     compartment and body using aluminum panels.  Uses for these vans include
     the distribution of food products and small packages.

     Truck Bodies - Utilimaster's truck bodies are typically fabricated up to 28
     feet in length with prepainted aluminum or FRP panels, aerodynamic front
     and side corners, hardwood floors, and various door configurations to
     accommodate end-user loading and unloading requirements.  These products
     are used for diversified dry freight transportation.  The Company installs
     its truck bodies on chassis supplied with a finished cab.

     Mobile Rescue and Special Use Emergency Vehicles -  Utilimaster builds a
     variety of high cube and walk-in specialty use vehicles for the fire and
     rescue industry.  These vehicles range in lengths from 10 to 22 feet and
     usually require extensive customization to meet the needs of the local
     emergency agencies.

     Aeromate(R) - The Aeromate was developed for customers needing a mid-size
     delivery vehicle that offered maneuverability, front-wheel drive, fuel
     efficiency, a large cargo area and driver comfort, features not available
     from production vans and larger delivery vans.  Its six-cylinder engine,
     automatic transmission and drive train are purchased from a third party in
     the automotive industry and retrofitted to the Company-built chassis.  The
     all-aluminum truck body can hold 317 cubic feet of cargo, weighing up to
     one ton.

  Marketing and Distribution - Utilimaster markets its commercial vehicles and
  bodies directly to 450 fleet accounts and to single commercial vehicle
  purchasers through a network of 900 automobile and truck dealers.  This
  network is distinct from the Company's recreational vehicle dealer network.
  The Company does not provide financing to these dealers or fleet accounts.
  For Aeromate dealers, the


                                       14

 
  Company makes financing available through lenders with which the Company has
  repurchase agreements.

  Competition - While the Commercial Vehicle division experiences some
  competition from the large automotive manufacturers, which traditionally have
  offered a narrow selection of standardized commercial vehicle body options for
  their truck chassis, its principal competition is from a small number of
  manufacturers with the resources to satisfy the volume requirements and
  specialized needs of commercial vehicle fleet customers.  These manufacturers
  include Grumman Corp., Union City Body Company, Inc., and Supreme Corp.
  Competition among manufacturers is based upon price, quality, and
  responsiveness to customer requirements both in design and timing of delivery.
  Sales of commercial vehicles to fleet customers generally are either the
  result of direct competition with other manufacturers or a competitive bidding
  process.  Because of the specialized needs of each customer, the relative
  importance of each individual factor varies from customer to customer.  The
  Company believes that it has been able to compete successfully on the basis of
  all of these factors.

     Other Products
     --------------

  The Transportation Vehicles segment's Creative Dimensions division produces a
  broad line of contemporary office furniture.  Creative Dimensions products are
  marketed through a network of approximately 750 office suppliers and designers
  nationwide.  The Transportation Vehicles segment's Nappanee Wood Products
  division is a custom cabinetmaker which produces high quality, solid wood
  cabinets and wood components primarily for the Company's recreational
  vehicles.  The Transportation Vehicles segment's B & B Molders division
  designs and manufactures a diverse range of custom or standard tooling and
  injection molded plastic pieces.

  Other products accounted for 4.4%, 4.4% and 4.9% of the Transportation
  Vehicles segment revenues for the years ended December 31, 1993, 1992 and
  1991, respectively.

     All Divisions
     -------------

  Production.  Holiday Rambler's products are built utilizing an assembly line
  process.  Holiday Rambler has designed and built its own fabricating and
  assembly equipment for the majority of its manufacturing processes.  Holiday
  Rambler believes that the manufacturing systems and technology enables it to
  produce high quality products on an efficient basis.  In addition to
  assembling its products and installing various options and accessories,
  Holiday Rambler manufactures a majority of its plastic components and other
  installed products, such as draperies, bathtubs, holding tanks, wheel covers,
  and wiring harnesses.

  Holiday Rambler currently operates one production shift.  Capacity increases
  can be achieved at relatively low cost on the existing shifts, largely by
  increasing the number of production employees, or by adding a shift.  Holiday
  Rambler's plant facilities can be easily expanded, contracted, or converted to
  reflect changing product demand.

  The manufacturing processes, facilities, and equipment used to make Holiday
  Rambler's recreational vehicles and commercial vehicles are similar and, in
  most respects, interchangeable.  The required employee skills are applicable
  to the production of either type of vehicle.  As a result, the Company has the
  flexibility to shift employees and resources in order to meet changing demands
  in its markets.  A portion of production employees' compensation consists of
  production group incentives, which can permit an employee to increase his
  total compensation by increasing productivity and meeting quality standards.


                                       15

 
  Production Materials.  The principal raw materials and other components used
  in the production of recreational and commercial vehicles are purchased from
  third parties.  With the exception of the chassis, these materials, including
  aluminum, plywood, lumber, plastic and fiberglass, are generally available
  from numerous sources.

  Holiday Rambler obtains its chassis from several automobile or truck
  manufacturers under either consignment agreements or secured financing
  agreements with interest subsidies by the manufacturers.  Subject to certain
  time limitations, Holiday Rambler pays for a recreational vehicle chassis upon
  making an alteration or addition to the chassis.  Upon sale of a recreational
  vehicle to a dealer, Holiday Rambler invoices the purchasing dealer for the
  completed vehicle, including the chassis.

  The agreements relating to commercial vehicle chassis contemplate that Holiday
  Rambler will make alterations or additions to a chassis upon the order of
  dealers affiliated with the chassis manufacturer.  In this situation, Holiday
  Rambler delivers completed vehicles to the purchasing dealer and invoices the
  dealer for Holiday Rambler's additions and alterations only.  The dealer is
  invoiced for the chassis directly by the chassis manufacturer (which has
  reacquired title to the chassis from Holiday Rambler under an interest
  subsidized secured financing arrangement).  The commercial vehicle chassis
  agreements also permit Holiday Rambler to purchase the chassis from the
  manufacturer through an affiliated dealer, in which case Holiday Rambler takes
  title, and is obligated to pay for the chassis.

  Holiday Rambler's Class A motorhomes are generally built on Chevrolet, Ford
  and Spartan chassis, and its commercial vehicles are generally built on GM and
  Ford chassis.  If any of these manufacturers were to cease manufacturing or
  otherwise reduce the availability of these chassis, the business of Holiday
  Rambler could be adversely affected, although Class A chassis supplied by
  Oshkosh Truck Corporation could lessen the impact.  In general, Holiday
  Rambler has not experienced any substantial shortages of raw materials or
  components.  However, the industry has occasionally experienced short-term
  chassis shortages.

  Patents and Trademarks.  The Transportation Vehicles segment owns various
  patents and know-how which relate to its recreational vehicles and other
  products and the processes for their production.  The Company believes that
  the loss of any of these patents would not have a material effect upon its
  business.

  Trademarks are important to the Transportation Vehicles segment's recreational
  and commercial vehicle business. The Transportation Vehicles segment's Holiday
  Rambler(R) trademark is its most significant trademark.  Additionally, the
  Transportation Vehicle segment has numerous other valuable registered
  trademarks, trade names, and logos used in its business.

  Seasonality.  The recreational vehicle market is generally subject to seasonal
  fluctuations.  Retail sales are generally stronger during the spring and late
  summer months.  The availability of retail floor plan financing to the
  Recreational Vehicle division's independent dealers, as well as the use of
  specialized sales programs during the winter months, help to mitigate some of
  the effects of seasonality on the Recreational Vehicle division's production
  schedule.

  Regulation.  The manufacture, distribution, and sale of the Transportation
  Vehicle segment's vehicles are subject to governmental regulations in the
  United States at the federal, state, and local levels.  The most extensive
  regulations are promulgated under the Safety Act which, among other things,
  enables the NHTSA to require a manufacturer to remedy vehicles containing
  "defects related to motor vehicle safety" or vehicles which fail to conform to
  all applicable federal motor vehicle safety standards.  Pursuant to the Safety
  Act and related regulations, the Transportation Vehicles segment from time to

                                       16

 
  time has initiated voluntary recalls of its recreational and commercial
  vehicles.  Since the beginning of 1990, recalls by the Transportation Vehicles
  segment initiated under the Safety Act, all of which have been voluntary, have
  involved an aggregate cost to the Company of approximately $3.8 million.

  Federal, state, and local authorities have adopted various control standards
  relating to air, water and noise pollution which affect the business and
  operations of the Transportation Vehicle segment.  Management does not
  anticipate that any of these standards will have a materially adverse impact
  on its capital expenditures, earnings, or competitive position.

  Employees.  As of December 31, 1993, the Transportation Vehicles segment
  employed approximately 1,900 people.  None of the segment's personnel are
  represented by labor unions.


                                       17

 
  Item 2. Properties
  ------------------

  The following is a summary of the principal properties of the Company as of
  March 17, 1994.

  Motorcycles and Related Products Segment
  ----------------------------------------


 
Type of Facility             Location             Square Feet  Status
- ----------------             --------             -----------  ------        
                                                      
 
 Executive Offices,
  Engineering & Warehouse    Milwaukee, WI            502,720  Owned
 Manufacturing               Wauwatosa, WI            357,734  Owned
 Manufacturing               Tomahawk, WI              70,327  Owned
 Manufacturing               York, PA                 949,380  Owned
 Motorcycle Testing          Talladega, AL             11,500  Lease expiring
                                                                1996
 Office and Warehouse        Morfelden-Walldorf,       50,859  Lease expiring
                              Germany                           2001
 Office                      Tokyo, Japan               7,015  Lease expiring
                                                                1995
 Warehouse                   Yokohama, Japan            7,460  Lease expiring
                                                                1995
 Office                      Brackley, England          2,845  Lease expiring
                                                                2005
 Warehouse                   Brackley, England          1,122  Lease expiring
                                                                2005


  The Motorcycles and Related Products segment has three facilities that perform
  manufacturing operations:  Wauwatosa, Wisconsin, a suburb of Milwaukee
  (motorcycle power train production); Tomahawk, Wisconsin (fiberglass parts
  production and painting); and York, Pennsylvania (motorcycle parts
  fabrication, painting and assembly).

  The results of a comprehensive manufacturing strategy completed by the Company
  during 1993 indicated that generally the size of the existing facilities with
  minor additions would be adequate to meet its current goal of being able to
  produce 100,000 motorcycles, annually, in 1996.

                                       18

 
Transportation Vehicles Segment
- -------------------------------


Type of Facility                 Location       Square Feet  Status
- ----------------                 --------       -----------  ------
                                                    
 Executive Offices               Wakarusa, IN        51,178  Owned
 Manufacturing and Warehouse     Wakarusa, IN       842,367  Owned
 Factory Service Center          Wakarusa, IN        41,138  Owned
 Data Processing                 Wakarusa, IN        23,850  Owned
 Research and Development/
   Purchasing                    Wakarusa, IN        38,120  Owned
 Sales Facilities                Various              2,069  Owned
 Manufacturing and Offices       Nappanee, IN       169,711  Owned
 Manufacturing                   Mishawaka, IN       16,180  Owned
 Retail Dealership Facilities    Various            201,900  Owned
 Retail Dealership Facilities    Various             18,328  Leased


  The Transportation Vehicles segment's units are manufactured in approximately
  30 separate buildings.  Additionally, the Segment owns 20 buildings used for
  administrative, storage, and other purposes.  Substantially all of the
  facilities are located on three sites at or near the Transportation Vehicles
  segment's corporate headquarters in Wakarusa, Indiana.  The Company owns all
  of the production facilities and the underlying parcels of land.  Because
  recreational and commercial vehicles are produced largely through a labor-
  intensive assembly process, the facilities do not house extensive capital
  equipment.  The Transportation Vehicles segment's present facilities are
  generally adequate for their current intended use.  Capacity increases may be
  achieved at a relatively low cost, largely by adding production employees.

  Item 3.  Legal proceedings
  --------------------------

  The Company is involved with government agencies in various environmental
  matters, including a matter involving soil and groundwater contamination at
  its York, Pennsylvania facility (the Facility). The Facility was formerly used
  by the U.S. Navy and AMF (the predecessor corporation of Minstar). The Company
  purchased the facility from AMF in 1981. Although the Company is not certain
  as to the extent of the environmental contamination at the Facility, it is
  working with the Pennsylvania Department of Environmental Resources. The
  Company is currently pursuing cost recovery litigation against the Navy and
  believes that the Navy, by virtue of its ownership and operation of the
  Facility, will ultimately be responsible for a substantial portion of the
  environmental remediation costs at the Facility. In addition, in March 1991
  the Company entered into a settlement agreement with Minstar related to
  certain indemnification obligations assumed by Minstar in connection with the
  Company's purchase of the Facility. Pursuant to this settlement, Minstar is
  obligated to reimburse the Company for a portion of its investigation and
  remediation costs at the Facility. Although substantial uncertainty exists
  concerning the nature and scope of the environmental remediation that will
  ultimately be required at the Facility, based on preliminary information
  currently available to the Company and taking into account the Company's
  estimate of the probable liability of the Navy, and the settlement agreement
  with Minstar, the Company estimates that it will incur approximately $4
  million of additional remediation and related costs at the Facility. The
  Company has established reserves for this amount. The Company has also put
  certain of its insurance carriers on notice that it intends to make claims
  relating to the environmental contamination at the Facility. However, the
  Company is currently unable to determine the probable amount of recovery
  available, if any, under insurance policies.

  The Company self-insures its product liability loss exposure.  The Company
  accrues for claim exposures which are probable of occurrence and reasonably
  estimable.

                                       19

 
  Item 4.  Submission of matters to a vote of security holders

  No matters were submitted to a vote of stockholders of the Company in the
  fourth quarter of 1993.

                      Executive officers of the registrant
                      ------------------------------------


  The following sets forth, as of March 17, 1994, the name, age and business
  experience for the last five years of each of the executive officers of
  Harley-Davidson.

                               Executive Officers
                               ------------------


 
Name                                            Age
- ----                                            ---
                                             
 Richard F. Teerlink                             57
 President and Chief Executive Officer
 
 Jeffrey L. Bleustein                            54
 President and Chief Operating Officer -
 Motorcycle Division
 
 James M. Brostowitz                             42
 Vice President, Controller and Treasurer
 
 Thomas A. Gelb                                  58
 Vice President, Continuous Improvement
 
 C. William Gray                                 52
 Vice President, Human Resources
 Motorcycle Division
 
 Timothy K. Hoelter                              47
 Vice President, General Counsel and
 Secretary

 Martin R. Snoey                                 50
 President & Chief Operating Officer,
 Holiday Rambler Corporation   
 
 James L. Ziemer                                 44
 Vice President, Chief Financial Officer and
 Assistant Treasurer


  All of these individuals have been employed by the Company in an executive
  capacity for more than five years, except C. William Gray and Martin R. Snoey.

  Mr. Gray has been Vice President of Human Resources for the Motorcycle
  Division since joining the Company in 1990.  Prior to that time, he was Senior
  Vice President, Human Resources for Champion International Corp., a
  manufacturer of paper products, and from 1986 to 1988 Vice President, Human

                                       20

 
  Resources and Vice President, Strategic Planning for B. F. Goodrich Company, a
  leading manufacturer serving the chemical and aerospace industries.

  Mr. Snoey has been President and Chief Operating Officer of Holiday Rambler 
  Corporation since joining the Company in January 1993.  Prior to that time he
  held, from January 1992 to December 1992, a general management consulting 
  agreement with Precision Castparts Corporation, a specialty manufacturer
  supplying the transportation industry. From July 1989 to March 1991 he was 
  the President and CEO of Geostar Corporation, an entrepreneurial, global 
  satellite communications company, serving the transportation industry. In 
  February 1991, Geostar Corporation filed a voluntary Chapter 11 bankruptcy
  petition. From March 1984 to July 1989, he was an executive with the Kenworth
  Truck Division of PACCAR, Inc., a leading manufacturer of transportation 
  equipment, where his last position was General Manager for U.S. Operations.  


                                       21

 
                                    PART II
                                    -------

  Item 5.  Market for Harley-Davidson, Inc. common stock and related stockholder
           matters

  Harley-Davidson, Inc., common stock is traded on the New York Stock Exchange.
  The high and low market prices for the common stock, reported as New York
  Stock Exchange Composite Transactions, were as follows:


 
              1993                                          Low     High
              ----                                        -------  -------
                                                             
 
         First quarter                                    $31-1/5  $38-3/4
         Second quarter                                    33-1/4   39-1/2
         Third quarter                                     38-1/4   46-3/4
         Fourth quarter                                    39-3/4   47-1/2
 
              1992
              ----
 
         First quarter                                    $21-3/4  $32-1/2
         Second quarter                                    23-1/4   31-3/8
         Third quarter                                     23-3/4   29
         Fourth quarter                                    26-1/2   38-3/4
 
 The Company paid the following dividends during 1993.
 
         First quarter                                    $     -
         Second quarter                                         -
         Third quarter                                        .06
         Fourth quarter                                       .06


  Prior to the declaration of its first quarterly dividends during 1993, the
  Company had not paid cash dividends on its common stock.

  As of March 17, 1994, there were approximately 19,300 shareholders of record
  of Harley-Davidson, Inc. common stock.

                                       22

 


 
Item 6. Selected financial data
                                               1993         1992        1991       1990       1989
                                            ----------   -----------  ---------  ---------  ---------
                                                     (In thousands, except per share amounts)
                                                                                             
Income statement data:                   
 Net sales                                  $1,217,428   $1,105,284   $939,863   $864,600   $790,967
 Cost of goods sold                            880,269      808,871    706,140    635,551    596,940
                                            ----------   ----------   --------   --------   --------
 Gross profit                                  337,159      296,413    233,723    229,049    194,027
                                         
 Selling, administrative, and engineering      267,353*     199,216    165,078    145,674    127,606
                                            ----------   ----------   --------   --------   --------
 Income from operations                         69,806       97,197     68,645     83,375     66,421
                                         
 Other income (expense):                  
  Interest expense, net                           (831)      (4,912)    (7,312)    (9,701)   (14,322)
  Lawsuit judgement                                  -        2,200          -     (7,200)         -
  Other                                         (2,460)      (5,676)    (3,239)    (3,857)       910
                                            ----------   ----------   --------   --------   --------
                                                (3,291)      (8,388)   (10,551)   (20,758)   (13,412)
                                            ----------   ----------   --------   --------   --------
 Income from continuing operations before 
   income taxes, extraordinary items      
   and accounting changes                       66,515       88,809     58,094     62,617     53,009
 Provision for income taxes                     48,072       34,636     21,122     24,309     20,399
                                            ----------   ----------   --------   --------   --------
 Income from continuing operations before 
   extraordinary items and                
   accounting changes                           18,443       54,173     36,972     38,308     32,610
 Discontinued operation, net of tax                  -            -          -          -      3,590
                                            ----------   ----------   --------   --------   --------
 Income before extraordinary items        
   and accounting changes                       18,443       54,173     36,972     38,308     36,200
                                         
 Extraordinary items, net of tax                     -         (388)         -       (478)    (3,258)
                                            ----------   ----------   --------   --------   --------
                                         
 Income before accounting changes               18,443       53,785     36,972     37,830     32,942
 Cumulative effect of accounting changes, 
  net of tax                                   (30,328)           -          -          -          -
                                            ----------   ----------   --------   --------   --------
                                         
                                         
 Net income (loss)                          $  (11,885)  $   53,785   $ 36,972   $ 37,830   $ 32,942
                                            ==========   ==========   ========   ========   ========
                                         
 Weighted average common                  
  shares assuming no dilution                   37,950       35,889     35,580     35,576     34,548
                                            ==========   ==========   ========   ========   ========
                                         
Per common share:                        
 Income from continuing operations                $.49        $1.51      $1.04      $1.08      $ .94
 Discontinued operation                              -            -          -          -        .10
 Extraordinary items                                 -         (.01)         -       (.02)      (.09)
 Accounting changes                               (.80)           -          -          -          -
                                                 -----        -----      -----      -----      -----
                                         
 Net income (loss)                              $( .31)       $1.50      $1.04      $1.06      $ .95
                                                ======        =====      =====      =====      =====
                                         
Balance sheet data:                      
 Working capital                            $  142,996   $   96,232   $ 64,212   $ 50,152   $ 51,313
 Total assets                                  583,285      522,164    474,233    407,467    378,929
 Short-term debt, including current       
  maturities of long-term debt                  21,369       16,965     41,089     23,859     26,932
 Long-term debt, less current maturities         3,429        2,360     46,906     48,339     74,795
                                            ----------   ----------   --------   --------   --------
 Total debt                                     24,798       19,325     87,995     72,198    101,727
 Stockholders' equity                          324,912      335,380    238,000    198,775    156,247

 *Includes a $57.0 million charge related primarily to the write-off of goodwill
  at the Transportation Vehicles segment (Holiday Rambler).

                                       23

 
  Item 7.  Management's discussion and analysis of financial condition and
           results of operations

  OVERALL
  The Company's Motorcycles and Related Products segment was responsible for
  virtually all of the growth in 1993 revenue and earnings. Demand for the
  segment's motorcycles continued to exceed supply during 1993 and its parts and
  accessories business generated a 27.8% revenue increase over 1992. The
  motorcycle business also significantly benefitted from a more predictable and
  efficient manufacturing process.

  The Transportation Vehicles segment, in total, recorded disappointing results
  in 1993.  The segment's Recreational Vehicles business did not participate, to
  the extent of other recreational vehicles manufacturers, in the industry
  recovery. During the fourth quarter of 1993, the Company determined that an
  impairment of goodwill related to the Transportation Vehicles segment had
  occurred, and accordingly, recorded a $57.0 million ($1.46 per share) write-
  off of goodwill and certain other assets.

  In addition to the goodwill write-off, the Company changed its methods of
  accounting both for postretirement health care benefits and for income taxes
  during 1993, resulting in a $30.3 million ($0.80 per share) charge to
  earnings, net of tax. Excluding the effect of the goodwill write-off and
  accounting changes, the Company would have reported earnings during 1993 of
  $74.1 million ($1.95 per share) compared to $53.8 million ($1.50 per share)
  during 1992.

  RESULTS OF OPERATIONS
  1993 COMPARED TO 1992

              MOTORCYCLE UNIT SHIPMENTS AND CONSOLIDATED NET SALES


 
                                                1993      1992    Change   %Change
Motorcycle unit shipments                       81,696    76,495   5,201       6.8%
==================================================================================
                                                               
Net sales (in millions):
  Motorcycles                                 $  734.3  $  667.2  $ 67.1      10.0%
  Motorcycle Parts and Accessories               199.0     155.7    43.3      27.8
    Total Motorcycles and Related Products       933.3     822.9   110.4      13.4
  Recreational Vehicles                          192.7     202.1    (9.4)     (4.6)
  Commercial Vehicles                             78.9      67.9    11.0      16.2
  Other                                           12.5      12.4     0.1       1.1
    Total Transportation Vehicles                284.1     282.4     1.7       0.6
Consolidated Harley-Davidson, Inc.            $1,217.4  $1,105.3  $112.1      10.1%
==================================================================================


  The Company reported record consolidated revenue during 1993 of $1.2 billion
  compared to $1.1 billion during 1992. The Motorcycles and Related Products
  segment was responsible for virtually all of the change in consolidated
  revenue as the result of increases in both motorcycle unit shipments and parts
  and accessories sales.

  During 1992, the motorcycle production schedule began the year at 280 units
  per day and increased throughout the year to a scheduled rate of 345 units per
  day in December. The scheduled motorcycle production rate remained steady at
  345-350 units per day throughout 1993. Accordingly, the Company reported only
  a 6.8% increase in unit shipments compared to 1992.

                                       24

 
  In October 1993, the Company announced that it would increase its scheduled
  production rate to 365 units per day beginning January 3, 1994. Since the
  beginning of 1994, that rate has been exceeded several times. The Company may
  increase the rate during 1994 if the current production conditions continue.

  Year-end data indicate that the domestic (United States) motorcycle market
  continued to grow throughout 1993. Compared to 1992, industry registrations of
  heavyweight (engine displacements in excess of 750cc) motorcycles were up
  17.4% (data provided by R.L. Polk). The Company ended 1993 with a market share
  of 58.4% compared to 60.4% in 1992. This decrease is primarily a reflection of
  the Company's constrained capacity in a growing motorcycle market. Demand for
  the Company's motorcycles continues to exceed supply with nearly all of the
  Company's independent domestic dealers reporting retail orders on their
  remaining 1994 model year motorcycle allocations (production through June,
  1994).

  In total, international demand remains strong. Export revenues totaled $262.8
  million during 1993, an increase of approximately $23.4 million (9.8%) over
  1992. The Company exported approximately 30% of motorcycle units in both 1993
  and 1992 and expects to maintain approximately the same percentage during
  1994. The Company distributes approximately one-half of exported units through
  its wholly owned subsidiaries in Germany, Japan and England, which allows the
  Company flexibility in responding to changing economic conditions in a variety
  of foreign markets. While definitive market share information does not exist
  in many foreign countries, the Company believes that it generally holds an
  approximate 14% overall market share in the foreign markets in which it
  competes.

  Parts and accessories revenues exceeded management's expectations during 1993,
  increasing 27.8% over 1992. Fourth quarter results were especially strong,
  with revenues increasing 39.7% compared to the same period in 1992. Several
  factors including media exposure surrounding the Company's 90th anniversary
  celebration in June 1993, the popularity of the MotorClothes line and a strong
  holiday selling season contributed to the growth. While pleased with the
  results, the Company does not believe that the parts and accessories business
  growth will continue at these rates.

  The Transportation Vehicles segment's Recreational Vehicle division did not
  realize the same level of improvement as the overall recreational vehicle
  industry. During 1993, industry registrations increased 13.1% overall, while
  the division's wholesale unit shipments decreased in both "Class A"
  (motorized) and towable (fifth wheel and travel trailers) product lines
  compared to 1992. The division's 1993 market shares for Class A motorhomes and
  towables were 4.8% and 2.3%, respectively, compared to 5.3% and 2.9% during
  1992.  Much of the industry improvement (especially with respect to travel
  trailers) has occurred in the lower end of the market, where the division
  generally does not compete.

  During 1993, the division added several employees from outside of the
  organization to fill key leadership positions in product development,
  marketing and sales areas. In addition, the Company replaced, in January 1993,
  the President and Chief Operating Officer position of the Transportation
  Vehicles segment. The entire leadership group at the Recreational Vehicles
  division has renewed their focus on providing more customer responsive
  products to the marketplace.

  A 16.2% revenue increase in the Commercial Vehicles division was primarily the
  result of large fleet contracts completed during 1993. Although it is too 
  early to determine whether the Commercial Vehicles division will be able to 
  match its success in 1994, its ability to attract large fleet contracts in a
  competitive market positions it well for future growth.

                                       25

 
                           CONSOLIDATED GROSS PROFIT
                             (Dollars in Millions)


                                                                Percent    Percent
                                                               of Sales   of Sales
                                       1993    1992   Change     1993       1992
- ----------------------------------------------------------------------------------
                                                           
Motorcycles and Related Products      $292.0  $250.0   $42.0       31.3%      30.4%
Transportation Vehicles                 45.2    46.4    (1.2)      15.9       16.4
==================================================================================
Consolidated Harley-Davidson, Inc.    $337.2  $296.4   $40.8       27.7%      26.8%
==================================================================================


  The $40.8 million increase in consolidated gross profit was generated entirely
  by the Motorcycles and Related Products segment. Volume increases in both
  motorcycle units and parts and accessories provided the majority of the
  increase. The improvement in gross profit as a percent of sales reflects,
  primarily, efficiencies realized in the manufacturing process. Motorcycle
  volume increases realized during 1992 resulted in substantial overtime and
  caused significant manufacturing inefficiencies. Accordingly, the
  manufacturing focus in 1993 was on process improvement rather than on dramatic
  production increases. The result was a more predictable manufacturing process,
  a substantial decrease in overtime and an efficient transition to production
  of 1994 models. The improvement in gross profit percentage occurred despite a
  shift in mix toward lower-margin Sportster models. Approximately 27% of 1993
  motorcycle unit shipments were Sportster models compared to approximately 23%
  during 1992. The Company's long-term goal is a product mix consisting of
  approximately 25% Sportsters. The Company currently anticipates that
  approximately 28% of calendar 1994 production will consist of the Sportster
  models.

  Gross profit at the Transportation Vehicles segment decreased slightly during
  1993. Volume decreases  in the Recreational Vehicles division were largely
  offset by volume increases in the Commercial Vehicles division. However, most
  of the volume increase at the Commercial Vehicles division was the result of
  fleet contracts which generally carry lower margins.

                           
                        CONSOLIDATED OPERATING EXPENSES
                             (Dollars in Millions)


  
                                       1993    1992   Change   %Change
- ----------------------------------------------------------------------
                                                   
Motorcycles and Related Products      $155.8  $147.7   $ 8.1       5.5%
Transportation Vehicles                 47.7    44.3     3.4       7.6
Goodwill and restructuring charges      57.0       -    57.0         -
Corporate                                6.9     7.2    (0.3)     (5.0)
======================================================================
Consolidated Harley-Davidson, Inc.    $267.4  $199.2   $68.2      34.2%
======================================================================


  The Motorcycles and Related Products segment's operating expenses increased
  approximately 5.5% during 1993, although 1992's operating expenses included a
  $5.5 million charge in the Motorcycle division related to two voluntary
  recalls. In general, the increase in operating expense was the result of
  spending required to support the growing business, including international
  operations.  Other areas of increase in 1993 include incentive compensation
  and engineering costs, while areas of decrease included product liability and
  warranty costs.

  During the fourth quarter of 1993, the Company recorded a $57.0 million charge
  to operations related to its Transportation Vehicles segment. $53.5 million
  ($1.41 per share) of the charge related to nondeductible goodwill associated
  with the Company's purchase of Holiday Rambler Corporation during 1986.  Since
  the acquisition, the markets in which the Transportation Vehicles segment
  operates have become increasingly competitive, and the segment itself did not
  react appropriately to changes in market conditions, resulting in lower profit
  than initially anticipated. The Company considered these and other factors in
  concluding that an impairment of the goodwill asset had

                                       26

 
  occurred. The Company measured the impairment by discounting estimated future
  cash flows of the Transportation Vehicles segment over the remaining goodwill
  amortization period, using a targeted cost of capital discount rate. In
  addition, the Company recorded a $3.5 million pretax ($0.05 per share)
  restructuring charge related to strategic decisions made with respect to
  certain operating units of the Transportation Vehicles segment.

  Excluding the effect of the goodwill and restructuring charge, the
  Transportation Vehicles segment recorded a $3.4 million (7.6%) increase in
  operating expenses related primarily to increased marketing costs, rising
  fringe benefit costs and incremental costs generated by two new Holiday World
  retail showroom and service centers. 1993 operating expenses included goodwill
  amortization of $2.2 million. Although the segment will not incur goodwill
  amortization during 1994, it expects operating costs in the areas of
  marketing, engineering and research and development to more than offset any
  reduction related to the elimination of goodwill amortization.

                          CONSOLIDATED OTHER EXPENSES

  Consolidated other expense decreased $3.2 million during 1993 compared to
  1992, primarily as the result of approximately $3.7 million related to foreign
  exchange gain recognized during 1993. In addition, the third quarter of 1992
  included an unusual $1.9 million product recall in the Recreational Vehicles
  division related to units that had been produced eight to ten years earlier,
  prior to the purchase of Holiday Rambler Corporation by the Company. During
  the fourth quarter of 1993, the Company accrued $2.0 million toward the
  initial funding of the Harley-Davidson Foundation. The Foundation was
  established to administer the Company's charitable contributions.

                       CONSOLIDATED NET INTEREST EXPENSE

  Consolidated net interest expense of $0.8 million decreased $4.1 million
  (83.1%) compared to 1992. The conversion of the Company's 7 1/4% convertible
  subordinated debentures during the fourth quarter of 1992 and generally lower
  short-term debt levels were the primary factors in the decrease of
  consolidated interest expense.

                           CONSOLIDATED INCOME TAXES

  The Company's effective tax rate during 1993 was 72.3% due primarily to the
  effect of a $53.5 million nondeductible goodwill write-off during 1993.
  Excluding the effect of the write-off, the Company's effective tax rate would
  have been 40.0% compared to 39.0% during 1992.

                                       27


1992 COMPARED TO 1991

             MOTORCYCLE UNIT SHIPMENTS AND CONSOLIDATED NET SALES
 


                                                            1992      1991     Change  %Change
- ----------------------------------------------------------------------------------------------
                                                                           
Motorcycle unit shipments                                     76,495   68,626   7,869     11.5%
==============================================================================================
Net sales (in millions):
  Motorcycles                                               $  667.2  $ 571.7  $ 95.5     16.7%
  Motorcycle Parts and Accessories                             155.7    130.3    25.4     19.5
    Total Motorcycles and Related Products                     822.9    702.0   120.9     17.2
  Recreational Vehicles                                        202.1    170.6    31.5     18.4
  Commercial Vehicles                                           67.9     55.7    12.2     21.9
  Other                                                         12.4     11.6     0.8      7.1
    Total Transportation Vehicles                              282.4    237.9    44.5     18.7
Harley-Davidson, Inc. Consolidated Net Sales                $1,105.3  $ 939.9  $165.4     17.6%
==============================================================================================


  The Company reported worldwide net sales during 1992 of $1.1 billion.
  Worldwide motorcycle demand continued to outpace production during 1992 and
  net sales at the Transportation Vehicles segment increased $44.5 million
  (18.7%) related primarily to an increase in volume in the Recreational Vehicle
  division.

  Total 1992 shipments included additional motorcycles shipped from planned
  year-end inventories, similar to the year ago quarter. This resulted in a
  shift of 1,400 units, intended for the first quarter of 1993, into the fourth
  quarter of 1992.

  The Company held approximately 60% of the heavyweight segment of the domestic
  motorcycle market during 1992 and 1991. United States market registrations of
  heavyweight motorcycles increased approximately 12,100 units (16%) during
  1992. Although definitive market share information does not exist for many of
  the smaller foreign markets, the Company estimates that it holds an average
  market share of approximately 13% in the heavyweight segment of the foreign
  markets in which it competes.

  Total export revenues in the Motorcycles and Related Products segment
  increased 16.6% to $239.5 million during 1992. Revenue from export motorcycle
  sales and parts and accessories sales increased 17.1% and 13.5%, respectively,
  during 1992, despite reported consumer concerns regarding worldwide economic
  conditions. Over the past three years approximately 30-31% of all motorcycle
  unit production has been allocated and shipped to non domestic markets.

  Worldwide, the motorcycle parts and accessories business reported a 19.5%
  revenue increase over 1991. The MotorClothes line of rider accessories
  increased $15.3 million (approximately 45%) during the same period. The
  MotorClothes line has begun to attract "non-traditional" customers and is
  increasing floor traffic at dealerships. Margins on the MotorClothes line are
  slightly lower than the margins generated by the other major parts and
  accessories lines.

  Motorcycle production during a normal eight-hour day increased to 345 units by
  the end of 1992, compared to 280 units in January, 1992. The production ramp-
  up required additional overtime during 1992 to achieve the schedule.

  The Transportation Vehicles segment reported a $44.5 million (18.7%) revenue
  increase compared to 1991.  The Recreational Vehicle division provided the
  majority of the increase. Improvements in market conditions, as well as
  introductions of several new products during the year contributed to the
  Recreational Vehicle division's revenue increase. The division began shipping
  the new "bus style"

                                       28

 
  Navigator motorhome at the end of the second quarter which generated the
  division's largest single source of revenue increase during 1992. Revenue also
  benefited from a $16.6 million increase in total sales at the division's 12
  retail Holiday World stores.  Approximately $9.4 million of this increase was
  the result of two new retail Holiday World stores, in California, which opened
  at the beginning of 1992.

  The Commercial Vehicle division reported a $12.2 million (21.9%) improvement
  in revenue over the prior year. This increase was primarily the result of
  additional volume from progress on two large fleet contracts awarded in 1991.
  During the second half of 1992, the Commercial Vehicle division was awarded
  two additional fleet contracts totaling  approximately $17 million. Production
  on these contracts began during the first quarter of 1993.

                           CONSOLIDATED GROSS PROFIT
                            (Dollars in Millions) 


                                                               Percent    Percent
                                                              of Sales   of Sales
                                       1992    1991   Change    1992       1991
- --------------------------------------------------------------------------------- 
                                                          
Motorcycles and Related Products      $250.0  $201.2   $48.8      30.4%      28.8%
Transportation Vehicles                 46.4    32.5    13.9      16.4       13.6
=================================================================================
Consolidated Harley-Davidson, Inc.    $296.4  $233.7   $62.7      26.8%      24.9%
=================================================================================


  The Motorcycles and Related Products segment reported a $48.8 million (24.2%)
  increase in gross profit compared to 1991. Motorcycle volume increases
  accounted for approximately one-half of the change. Improvement in the gross
  profit percentage was primarily the result of a shift in motorcycle mix toward
  higher margin custom units. The shift in product mix accounted for
  approximately one-third of the segment's increase in gross profit. Gross
  margins during both 1992 and 1991 were negatively impacted by costs associated
  with a number of manufacturing issues. These issues included the production
  ramp-up process and paint facility transition during 1991 and 1992, and
  inefficiencies caused by a two week work stoppage and voluntary brake recall
  in 1991.

  The Transportation Vehicles segment reported a $13.9 million (42.8%) increase
  in gross profit compared to 1991. The gross profit percentage for the segment
  improved to 16.4% during 1992 from 13.6% in 1991. Gross profit in the
  Recreational Vehicle division showed improvement due, in part, to the
  introduction of the  Navigator motorhome. The division also benefited from a
  shift in product mix within the towable lines toward higher margin fifth wheel
  products. The gross profit percentage at the Commercial Vehicle division
  increased during 1992, due to higher sales volume and lower warranty costs.

                        CONSOLIDATED OPERATING EXPENSES
                             (Dollars in Millions)


                                       1992    1991   Change   %Change
- ----------------------------------------------------------------------
                                                   
 
Motorcycles and Related Products      $147.7  $112.3   $35.4      31.5%
Transportation Vehicles                 44.3    45.9    (1.6)     (3.5)
Corporate                                7.2     6.9     0.3       5.2
======================================================================
Consolidated Harley-Davidson, Inc.    $199.2  $165.1   $34.1      20.7%
======================================================================


  The entire increase in operating expenses during 1992 occurred in the
  Motorcycles and Related Products segment. Significant financial resources were
  allocated in 1992 to both supporting increased sales levels over 1991 and
  preparing for additional revenue advances in the future. Operating cost
  increases occurred in almost every area, but more significantly in marketing
  and employee services and training areas. Additionally, the engineering group
  continued its on-going effort to meet more stringent motorcycle noise
  regulations which take effect as early as 1994 in the European Community,

                                       29

 
  and also concentrated on new product development programs. In total,
  engineering costs increased approximately $6 million in 1992 compared to 1991.
  Another area of increase related to two voluntary motorcycle recalls totaling
  $5.5 million, initiated in the fourth quarter of 1992.

  The Transportation Vehicles segment reduced its operating expenses during 1992
  by 3.5%, despite an 18.7% increase in revenues. This reduction occurred
  primarily in the Commercial Vehicle division where operating costs were
  decreased by approximately $1.1 million in several areas, including promotion,
  research and development, and employment.

                          CONSOLIDATED OTHER EXPENSES
  Consolidated other expenses in 1992 include a $1.9 million charge related to a
  voluntary product recall announced in September at the Recreational Vehicle
  division. This unusual recall covered units produced eight to ten years
  earlier, prior to the purchase of Holiday Rambler Corporation by Harley-
  Davidson, Inc.

                       CONSOLIDATED NET INTEREST EXPENSE
  Consolidated net interest expense of $5.9 million during 1992 decreased $2.4
  million (29.0%) compared to 1991. Lower short-term borrowings during 1992,
  combined with the retirement of the remaining $7.8 million of Holiday Rambler
  12 1/2% subordinated notes during May 1992, were the primary factors in the
  decrease. Interest expense in 1991 was reported net of capitalized interest
  incurred during the construction of the paint facility in York, Pennsylvania.
  No interest was capitalized during 1992. During December 1992, the remaining
  $36.3 million of Harley-Davidson, Inc. 7 1/4% convertible subordinated
  debentures outstanding were converted into shares of the Company's common
  stock.

                           CONSOLIDATED INCOME TAXES
  The Company's consolidated effective tax rate of 39.0% compares to an
  effective rate of 36.4% during 1991. The 1991 effective rate was impacted by
  the settlement of various tax matters with the Internal Revenue Service
  related to the final audit of prior tax years.
  
  OTHER MATTERS

                              ACCOUNTING CHANGES
  On January 1, 1993, the Company adopted the provisions of Statements of
  Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for
  Postretirement Benefits Other than Pensions" and No. 109 "Accounting for
  Income Taxes." The adoption of SFAS No. 106 resulted in the recognition of a
  $32.1 million charge (net of tax) representing the cumulative effect of
  adopting the standard. The adoption of the standard resulted in additional
  expense to continuing operations of approximately $4.6 million during 1993.

  The adoption of SFAS No. 109 resulted in the recognition of a cumulative
  effect adjustment of $1.8 million.  Other than the cumulative effect
  adjustment recorded on January 1, 1993, the adoption of SFAS No. 109 had no
  significant effect on 1993 earnings. Virtually all of the adjustment relates
  to the accounting treatment applied to inventory balances at the date of the
  Company's initial purchase in 1981 as required under the then current
  provisions of Accounting Principles Board Opinions No. 11 and No. 16. In
  addition to the effect on earnings of adopting SFAS No. 109, the standard
  resulted in a $7.7 million valuation increase in inventory and a related $5.9
  million short-term deferred tax liability.

  In considering the necessity of establishing  a valuation allowance on
  deferred tax assets, management considered: the levels of taxes paid in prior
  years that would be available for carryback; its ability to offset reversing
  deferred tax assets against reversing deferred tax liabilities; and, the
  Company's prospects for future earnings. Accordingly, it is the opinion of
  management that it is more likely than

                                       30

 
  not that the gross deferred tax assets included in the consolidated balance
  sheet at December 31, 1993 will be realized in their entirety. It is the
  intent of management to evaluate the realizability of deferred tax assets on a
  quarterly basis.

  The adoption of these standards had no impact on cash flows.

                             MANUFACTURING STRATEGY

  During the third quarter of 1993, the Company announced that its Board of
  Directors approved a comprehensive manufacturing strategy designed to, among
  other things, achieve the goal of a 100,000 units-per-year production rate in
  1996. The strategy calls for the enhancement of the Motorcycle division's
  ability to increase capacity, adjust to changes in the marketplace and further
  improve quality while reducing costs. The strategy calls for the achievement
  of the increased capacity within the existing facilities (with minor
  additions) without a significant change in personnel.

                             ENVIRONMENTAL MATTERS
  The Company's policy is to comply with applicable environmental laws and
  regulations. The Company has a compliance program in place to monitor, and
  report on, environmental issues. The Company is currently involved with its
  former parent (Minstar) and the U.S. Navy in cost recovery litigation
  surrounding the remediation of the Company's manufacturing facility in York,
  PA. The Company currently estimates that it will be responsible for
  approximately $4 million related to the remediation of the York facility. The
  Company has established reserves for this amount.

  Recurring costs associated with managing hazardous substances and pollution in
  on-going operations are not material.

  The Company regularly invests in equipment to support and improve its various
  manufacturing processes. While the Company considers environmental matters in
  capital expenditure decisions, and while some capital expenditures also act to
  improve environmental compliance, only a small portion of the Company's annual
  capital expenditures relate to equipment which has the sole purpose of
  environmental compliance. During 1993, the Company spent approximately $1
  million on equipment used to limit hazardous substances/ pollutants. The
  Company anticipates that capital expenditures for these matters during 1994
  will approximate $2 million. The Company does not expect that expenditures
  related to environmental matters will have a material effect on future
  operating results or cash flows.

                                       31

 
  LIQUIDITY AND CAPITAL RESOURCES

  The Company recorded cash flows from operating activities of $96.2 million in
  1993 compared to $87.9 million during 1992. Earnings before the noncash
  effects of the goodwill write-off and accounting changes added approximately
  $21 million to 1993 cash flow from operating activities compared to 1992.
  Decreases in Motorcycles and Related Products segment receivable balances
  occurred primarily as the result of a reduced shipping schedule near the close
  of the fourth quarter of 1993 compared to 1992. FIFO inventories in the
  Motorcycles and Related Products segment increased $24 million related
  primarily to the timing of motorcycle shipments to its foreign subsidiaries
  and to volume related increases in its Parts and Accessories business. The
  Transportation Vehicles segment reported a $16 million inventory increase
  related primarily to the advance receipt of chassis for first quarter 1994
  orders at the Commercial Vehicles division and to additional recreational
  vehicles at two new Holiday World retail locations. As mentioned earlier, the
  adoption of SFAS No. 109 also had the effect of increasing inventory balances
  by approximately $7.7 million.

  Investing activities utilized approximately $67.0 million during 1993. Capital
  expenditures amounted to $55.2 million and $47.2 million during 1993 and 1992,
  respectively. The Company anticipates 1994 capital expenditures will
  approximate $80-$90 million.  As discussed earlier, the Company's Board of
  Directors approved a manufacturing strategy plan during the third quarter of
  1993. The Company estimates the cost of capital expenditures for new
  initiatives under this plan will be approximately $80 million through 1996, 
  with $5.0 million incurred in 1993. This estimate is in addition to capital
  expenditures to maintain existing equipment and for new product development. 
  The Company anticipates funding all capital expenditures with internally 
  generated funds.

  On January 5, 1993, the Company invested $10.0 million for a noncontrolling
  interest in Eagle Credit Corporation (Eagle). The Company accounts for its
  investment in Eagle using the equity method. Eagle was formed primarily to
  provide wholesale and retail financing to the Company's dealer networks and
  customers. Upon completion  of its capitalization on January 5, 1993, Eagle
  purchased all of Holiday Rambler's floor plan obligations (Notes payable) from
  a third party finance company. Eagle also began providing wholesale financing
  to the Motorcycle division's independent dealers, on that date, by purchasing
  a wholesale motorcycle floor plan financing portfolio from the third party
  finance company.

  The Company currently has nominal levels of long-term debt and has available
  lines of credit of approximately $44 million, of which approximately $40
  million remained available at year-end.

  The Company's Board of Directors declared two quarterly cash dividends of $.06
  each during 1993.  On February 6, 1994, the Company's Board of Directors
  declared a cash dividend of $.06 per share payable February 28, 1994 to
  shareholders of record February 14.

                                       32

 
  Item 8.  Consolidated financial statements and supplementary data
  -------  --------------------------------------------------------


                                                            Page
                                                            ----
                                                        
          Report of Ernst & Young, independent auditors    34
 
          Consolidated statements of operations            35
 
          Consolidated balance sheets                      36
 
          Consolidated statements of cash flows            37
 
          Consolidated statements of changes in
            stockholders' equity                           38
 
          Notes to consolidated financial statements       39
 
          Supplementary data
            Quarterly financial data (unaudited)           53
 


                                       33

 
                 REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS


  The Board of Directors and
   Stockholders
  Harley-Davidson, Inc.

  We have audited the accompanying consolidated balance sheets of Harley-
  Davidson, Inc. as of December 31, 1993 and 1992, and the related consolidated
  statements of operations, changes in stockholders' equity and cash flows for
  each of the three years in the period ended December 31, 1993. Our audits also
  included the financial statement schedules listed in the index at item 14(a).
  These financial statements and schedules are the responsibility of the
  Company's management. Our responsibility is to express an opinion on these
  financial statements and schedules based on our audits.

  We conducted our audits in accordance with generally accepted auditing
  standards. Those standards require that we plan and perform the audit to
  obtain reasonable assurance about whether the financial statements are free of
  material misstatement. An audit includes examining, on a test basis, evidence
  supporting the amounts and disclosures in the financial statements. An audit
  also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial
  statement presentation. We believe that our audits provide a reasonable basis
  for our opinion.

  In our opinion, the consolidated financial statements referred to above
  present fairly, in all material respects, the consolidated financial position
  of Harley-Davidson, Inc. at December 31, 1993 and 1992, and the consolidated
  results of its operations and its cash flows for each of the three years in
  the period ended December 31, 1993, in conformity with generally accepted
  accounting principles. Also, in our opinion, the related financial statement
  schedules, when considered in relation to the basic financial statements taken
  as a whole, present fairly in all material respects the information set forth
  therein.

  As discussed in notes 6 and 9 to the consolidated financial statements,
  effective January 1, 1993, the Company changed its methods of accounting for
  income taxes and postretirement benefits other than pensions.

                                                            ERNST & YOUNG


  Milwaukee, Wisconsin
  January 28, 1994

                                       34

 
                             HARLEY-DAVIDSON, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  Years ended December 31, 1993, 1992 and 1991
                    (In thousands, except per share amounts)



                                                           1993         1992        1991
                                                        -----------  -----------  ---------
                                                                         
 
 Net sales                                              $1,217,428   $1,105,284   $939,863
 Cost of goods sold                                        880,269      808,871    706,140
                                                        ----------   ----------   --------
 Gross profit                                              337,159      296,413    233,723
 
 Selling, administrative and engineering                   210,329      199,216    165,078
 Goodwill and restructuring charges                         57,024            -          -
                                                        ----------   ----------   --------
 Income from operations                                     69,806       97,197     68,645
 
 Interest income                                             1,214          956        950
 Interest expense                                           (2,045)      (5,868)    (8,262)
 Lawsuit judgement reversal                                      -        2,200          -
 Other - net                                                (2,460)      (5,676)    (3,239)
                                                        ----------   ----------   --------
 
 Income before provision for income taxes,
     extraordinary item and accounting changes              66,515       88,809     58,094
 Provision for income taxes                                 48,072       34,636     21,122
                                                        ----------   ----------   --------
 
 Income before extraordinary item and
     accounting changes                                     18,443       54,173     36,972
 Extraordinary item, loss on debt
     repurchases, net of tax                                     -         (388)         -
                                                        ----------   ----------   --------
 Income before accounting changes                           18,443       53,785     36,972
 
 Cumulative effect of accounting changes:
     Postretirement health care benefits, net of tax       (32,124)           -          -
     Income taxes                                            1,796            -          -
                                                        ----------   ----------   --------
 
 Net income (loss)                                      $  (11,885)  $   53,785   $ 36,972
                                                        ==========   ==========   ========
 
 Earnings (loss) per common share assuming no dilution:
     Income before extraordinary item and
        accounting changes                                   $ .49        $1.51      $1.04
         Extraordinary item                                      -         (.01)         -
         Accounting changes                                   (.80)           -          -
                                                              -----       -----      -----
         Net income (loss)                                   $(.31)       $1.50      $1.04
                                                              =====       =====      =====
 
 Earnings (loss) per common share assuming full dilution:
     Income before extraordinary item and
        accounting changes                                   $ .49       $1.46      $1.04
         Extraordinary item                                      -        (.01)         -
         Accounting changes                                   (.80)          -          -
                                                              -----      -----      -----
         Net income (loss)                                   $(.31)      $1.45      $1.04
                                                              =====       =====      =====
 Cash dividends per common share                             $ .12       $   -      $   -
                                                             ======      ======     ======
 

                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                       35

 
                             HARLEY-DAVIDSON, INC.
                          CONSOLIDATED BALANCE SHEETS
                           December 31, 1993 and 1992
                      (In thousands, except share amounts)


 
     ASSETS                                                         1993            1992
     ------                                                       --------        --------
                                                                            
 Current assets:
   Cash and cash equivalents                                      $ 77,709        $ 44,122
   Accounts receivable, net of allowance for doubtful accounts      86,031          93,178
   Inventories                                                     140,151          94,428
   Deferred income taxes                                            20,296          24,120
   Prepaid expenses                                                  9,571           9,617
                                                                  --------        --------
   Total current assets                                            333,758         265,465
 
 Property, plant, and equipment, net                               205,768         183,787
 Goodwill, net                                                           -          56,710
 Deferred income taxes                                              11,676               -
 Other assets                                                       32,083          16,202
                                                                  --------        --------
                                                                  $583,285        $522,164
                                                                  ========        ========
 
     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
 Current liabilities:
   Notes payable                                                  $ 20,580        $ 15,933
   Accounts payable                                                 56,350          58,004
   Accrued expenses and other liabilities                          113,043          94,264
   Current maturities of long-term debt                                789           1,032
                                                                  --------        --------
   Total current liabilities                                       190,762         169,233
 
 
 Long-term liabilities                                              12,612           7,224
 Deferred income taxes                                                   -          10,327
 Postretirement health care benefits                                54,999               -
 
 Commitments and contingencies (Note 7)
 
 Stockholders' equity:
   Series A Junior Participating preferred stock, none issued            -               -
   Common stock, 38,452,490 shares issued in 1993 and 1992             385             385
   Additional paid-in capital                                      137,150         131,053
   Retained earnings                                               189,410         205,850
   Cumulative foreign currency translation adjustment                  186             757
                                                                  --------        --------
                                                                   327,131         338,045
   Less:
     Treasury stock (456,464 and 567,284 shares in 1993
       and 1992, respectively), at cost                             (1,583)         (1,028)
     Unearned compensation                                            (636)         (1,637)
                                                                  --------        --------
 
   Total stockholders' equity                                      324,912         335,380
                                                                  --------        --------
                                                                  $583,285        $522,164
                                                                  ========        ========
 


                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                       36

 
                             HARLEY-DAVIDSON, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Years ended December 31, 1993, 1992 and 1991
                                 (In thousands)


             
                                                                     1993       1992       1991
                                                                   --------   --------   --------
                                                                                
 
 Cash flows from operating activities:
  Net income (loss)                                                $(11,885)  $ 53,785   $ 36,972
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
    Goodwill and restructuring charges                               57,024          -          -
    Depreciation and amortization                                    33,272     29,410     22,603
    Deferred income taxes                                           (25,922)      (993)    (2,981)
    Lawsuit:
     Reversal                                                             -     (2,200)         -
     Settlement paid                                                      -     (5,000)         -
    Long-term employee benefits                                      57,386      1,369      1,258
    Loss on disposal of long-term assets                                626      1,164      1,346
    Equity in net loss of joint ventures                              1,427          -          -
    Net changes in other current assets and current liabilities     (15,756)    10,380     (9,772)
                                                                   --------   --------   --------
  Total adjustments                                                 108,057     34,130     12,454
                                                                   --------   --------   --------
  Net cash provided by operating activities                          96,172     87,915     49,426
 
 Cash flows from investing activities:
  Net capital expenditures                                          (55,202)   (47,229)   (47,766)
  Investment in joint ventures                                      (10,350)         -          -
  Other - net                                                        (1,484)    (2,727)      (766)
                                                                   --------   --------   --------
  Net cash used in investing activities                             (67,036)   (49,956)   (48,532)
 
 Cash flows from financing activities:
  Net increase (decrease) in notes payable                            4,647    (23,593)    17,175
  Payments on long-term debt                                         (1,183)    (9,420)    (1,771)
  Dividends paid                                                     (4,555)         -          -
  Issuance of stock under employee stock plans                        5,542      8,257        620
                                                                   --------   --------   --------
  Net cash provided by (used in) financing activities                 4,451    (24,756)    16,024
                                                                   --------   --------   --------
 
 Net increase in cash and cash equivalents                           33,587     13,203     16,918
 
 Cash and cash equivalents:
  At beginning of year                                               44,122     30,919     14,001
                                                                   --------   --------   --------
  At end of year                                                   $ 77,709   $ 44,122   $ 30,919
                                                                   ========   ========   ========
 

                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                       37

 
                             HARLEY-DAVIDSON, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  Years ended December 31, 1993, 1992 and 1991
                      (In thousands, except share amounts)


                                                                                       
                                                                                        Cumulative
                                             Common Stock                                foreign
                                          -------------------   Additional              currency                                   
                                            Issued               paid-in    Retained   translation   Treasury     Unearned
                                            shares    Balance    capital    earnings    adjustment     stock    compensation
                                          ----------  -------   ----------  --------   -----------   --------   ------------
                                                                                           
 
Balance December 31, 1990                 18,310,000   $183      $ 87,115   $115,093      $  995      $  (771)     $(3,840)
 
Net income                                         -      -             -     36,972           -            -            -
 
Amortization of unearned compensation,
    net of cancellations                           -      -             -          -           -         (218)       1,280
 
Exercise of stock options                          -      -           615          -           -            5            -
 
Foreign currency translation
    adjustment                                     -      -             -          -         571            -            -
                                          ----------   ----      --------   --------      ------      -------      -------
 
Balance December 31, 1991                 18,310,000    183        87,730    152,065       1,566         (984)      (2,560)
 
Two-for-one common stock split            18,310,000    183          (183)         -           -            -            -
 
Net income                                         -      -             -     53,785           -            -            -
 
Amortization of unearned compensation,
    net of cancellations                           -      -             -          -           -          (73)         923
 
Exercise of stock options                          -      -         2,757          -           -           29            -
 
Tax benefit of restricted shares and
    stock options                                  -      -         5,471          -           -            -            -
 
Conversions of subordinated
    debentures                             1,832,490     19        35,278          -           -            -            -
 
Foreign currency translation
    adjustment                                     -      -             -          -        (809)           -            -
                                          ----------   ----      --------   --------      ------      -------      -------
 
Balance December 31, 1992                 38,452,490    385       131,053    205,850         757       (1,028)      (1,637)
 
Net loss                                           -      -             -    (11,885)          -            -            -
 
Dividends declared                                 -      -             -     (4,555)          -            -            -
 
Amortization of unearned compensation,
    net of cancellations                           -      -             -          -           -         (566)       1,001
 
Exercise of stock options                          -      -         2,044          -           -           11            -
 
Tax benefit of restricted shares and
    stock options                                  -      -         4,053          -           -            -            -
 
Foreign currency translation
    adjustment                                     -      -             -          -        (571)           -            -
                                          ----------   ----      --------   --------      ------      -------      -------
 
Balance December 31, 1993                 38,452,490   $385      $137,150   $189,410      $  186      $(1,583)     $  (636)
                                          ==========   ====      ========   ========      ======      =======      =======

                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                       38

 
                             HARLEY-DAVIDSON, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          Year ended December 31, 1993


1. Summary of significant accounting policies

   Principles of consolidation - The consolidated financial statements include
   the accounts of Harley-Davidson, Inc. and all of its wholly owned
   subsidiaries (the Company), including the accounts of Holiday Rambler
   Corporation (Holiday Rambler). All significant intercompany accounts and
   transactions are eliminated.

   The Company has investments in certain entities which are accounted for
   using the equity method. Accordingly, the Company's share of the net
   earnings (losses) of these entities is included in consolidated net income
   (loss).

   Cash and cash equivalents - The Company considers all highly liquid
   investments purchased with an original maturity of three months or less to be
   cash equivalents.

   Inventories - Inventories are valued at the lower of cost or market.
   Motorcycle and new transportation vehicle inventories located in the United
   States are valued using the last-in, first-out (LIFO) method. Other
   inventories, $26.5 million in 1993 and $16.4 million in 1992, are valued at
   the lower of cost or market using the first-in, first-out (FIFO) method.

   Depreciation - Depreciation of plant and equipment is determined on the
   straight-line basis over the estimated useful lives of the assets.
   Accelerated methods are used for income tax purposes.

   Product warranty - Product warranty costs are charged to operations based 
   upon the estimated warranty cost per unit sold.

   Goodwill - Goodwill represented the excess of the purchase price over the
   fair value of tangible net assets acquired. Goodwill was amortized
   principally over 25 years using the straight-line method.  Accumulated
   amortization was $18.3 million at December 31, 1992. See footnote 2.

   Research and development expenses - Research and development expenses were
   approximately $22.7  million, $17.6 million and $11.1 million for 1993, 1992
   and 1991, respectively.

   Environmental - The Company accrues for environmental loss contingencies
   when it is probable that a liability has been incurred and the amount can be
   reasonably estimated.  The Company does not use discounting in determining
   its environmental liabilities.

   Earnings (loss) per share - Earnings (loss) per common share assuming no
   dilution is calculated by dividing elements of net income (loss) by the
   weighted average number of common shares outstanding during the period, as
   adjusted for the stock split described in Note 10. The weighted average
   number of common shares outstanding during 1993, 1992 and 1991 were 38.0
   million, 35.9 million and 35.6 million, respectively.

   Earnings (loss) per common share assuming full dilution include shares
   generated by the assumed conversion of convertible debt at the beginning of
   the period as well as the dilutive effect of stock options. 1992 net income
   has been adjusted (for purposes of this calculation) to reflect the interest
   savings of approximately $1.6 million (net of tax) associated with the
   assumed conversion. Shares used in computing earnings per common share
   assuming full dilution during 1992 were 38.3 million. Neither stock options
   nor convertible debt were materially dilutive, alone or in combination,
   during 1993 or 1991.

                                       39

 
2. Goodwill and restructuring charges

   During the fourth quarter of 1993, the Company recorded a $53.5 million
   nondeductible charge to operations resulting from the write-off of the
   remaining goodwill associated with the Company's purchase of Holiday Rambler
   in 1986. Since 1986, the markets in which Holiday Rambler operates have
   become increasingly competitive, resulting in lower profitability than
   initially anticipated. The Company considered these factors, as well as
   estimated future operating results, during the fourth quarter in concluding
   that an impairment had occurred. The Company measured the impairment and,
   based on the results of that measurement, recorded a $53.5 million charge
   against earnings. In measuring the impairment, the Company calculated the
   discounted value of estimated Holiday Rambler cash flows, over the
   approximate remaining goodwill amortization period, using a targeted cost of
   capital discount rate.

   In addition, the Company recorded a pretax restructuring charge of
   approximately $3.5 million related to strategic decisions made with respect
   to certain operating units of Holiday Rambler.

   Goodwill and restructuring charges, in total, had the effect of reducing 1993
   earnings per share by $1.46.


3. Additional balance sheet and cash flows information

   Accounts receivable consist of the following:



                                                    December 31
                                                 ----------------
                                                  1993     1992
                                                 -------  -------
                                                  (In thousands)
                                                    
    Motorcycles and Related Products segment:
     Domestic                                    $27,854  $30,901
     Foreign                                      46,686   48,421
 
    Transportation Vehicles segment               11,491   13,856
                                                 -------  -------
 
                                                 $86,031  $93,178
                                                 =======  =======


   Domestic motorcycle and transportation vehicle sales are generally floor
   planned by the purchasing dealers. Foreign motorcycle sales are sold on open
   account except for sales to European distributors, which are typically backed
   by letters of credit.

                                       40

 
  3.  Additional balance sheet and cash flows information (continued)
      ---------------------------------------------------------------

    The allowance for doubtful accounts deducted from accounts receivable was
    $1.8 million and $1.6 million at December 31, 1993 and 1992, respectively.


 
                                                         December 31
                                                      ------------------
                                                        1993      1992
                                                      --------  --------
                                                        (In thousands)
                                                          
Inventories:
   Components at the lower of FIFO cost or market:
       Raw materials and work in process              $ 54,155  $ 43,885
       Finished goods                                   66,865    41,973
       Parts and accessories                            35,366    30,635
                                                      --------  --------
                                                       156,386   116,493
   Excess of FIFO over LIFO inventories                 16,235    22,065
                                                      --------  --------
                                                      $140,151  $ 94,428
                                                      ========  ========


     Adoption of Financial Accounting Standard No. 109, "Accounting for Income
     Taxes," resulted in a $7.7 million increase in the Company's LIFO inventory
     valuation. The increase was the result of breaking out the effect of an
     imbedded deferred tax liability, as required by the standard.


 
                                                          December 31
                                                       ------------------
                                                         1993      1992
                                                       --------  --------
                                                         (In thousands)
                                                           
Property, plant, and equipment, at cost:
   Land and land improvements                          $ 11,260  $ 11,168
   Buildings and improvements                            79,666    74,367
   Machinery and equipment                              252,857   212,191
                                                       --------  --------
                                                        343,783   297,726
    Less accumulated depreciation and
     amortization                                       138,015   113,939
                                                       --------  --------
                                                       $205,768  $183,787
                                                       ========  ========
Accrued expenses and other current liabilities:
   Payroll, bonuses, and related expenses              $ 41,226  $ 25,612
   Warranty/recalls                                     16,446    21,000
   Dealer incentive programs                             13,089    11,684
   Product liability                                     11,408    15,073
   Other taxes payable                                    3,960     3,352
   Income taxes payable                                   3,729     5,192
   Other current liabilities                             23,185    12,351
                                                       --------  --------
                                                       $113,043  $ 94,264
                                                       ========  ========


                                       41

 
3. Additional balance sheet and cash flows information (continued)
   ---------------------------------------------------------------

   Supplemental cash flow information is as follows:


                                                                      1993       1992       1991
                                                                    ---------  ---------  ---------
                                                                            (In thousands)
                                                                                 
    Net changes in other current assets and current liabilities:
     Receivables                                                    $  7,147   $(21,661)  $(19,620)
     Inventories                                                     (37,980)    12,255      3,195
     Prepaid expenses                                                     46       (940)    (2,217)
     Accounts payable and accrued expenses                            15,031     20,726      8,870
                                                                    --------   --------   --------
                                                                    $(15,756)  $ 10,380   $ (9,772)
                                                                    ========   ========   ========

    Cash paid during the period for interest and income taxes is as follows:


                     1993     1992     1991
                    -------  -------  -------
                         (In thousands)
                             
 
    Interest        $ 1,959  $ 5,940  $ 9,170
                    =======  =======  =======
    Income taxes    $53,277  $28,092  $22,624
                    =======  =======  =======


    In December 1992, the Company issued approximately 1.8 million shares of its
    common stock in exchange for the remaining $36.3 million of Harley-Davidson,
    Inc. 7-1/4% convertible subordinated debentures.

    During 1991, the Company incurred $9.4 million of interest expense of which
    approximately $1.1 million was capitalized.  No interest was capitalized in
    1993 or 1992.

4.  Investments
    -----------

    On January 5, 1993, the Company invested $10.0 million for a 49% interest in
    Eagle Credit Corporation (Eagle). Eagle was formed to provide wholesale and
    retail financing to the Company's dealer networks and customers. Upon the
    completion of its capitalization on January 5, 1993, Eagle purchased all of
    Holiday Rambler's floor plan obligations (Notes payable) from a third party
    finance company. Eagle also began providing wholesale financing to the
    Company's independent dealers, on that date, by purchasing a wholesale
    motorcycle floor plan financing portfolio from the third party finance
    company.

    The Company accounts for this and another investment using the equity
    method. As of December 31, 1993, the Company's carrying value of its
    investments in these unconsolidated affiliates totaled $8.9 million which is
    included in other assets. In addition, accounts receivable includes a $9.4
    million amount due from Eagle.

5.  Notes payable
    -------------

    Notes payable represent, primarily, floor plan obligations of Holiday
    Rambler which are secured by specific units held for sale (approximately $17
    million of the finished goods inventory at December 31, 1993).

    As of December 31, 1993, the Company had unsecured lines of credit available
    totaling approximately $44.0 million, of which approximately $40.0 million
    remained available.

                                       42

 
6. Income taxes
   ------------

    In February 1992, the Financial Accounting Standards Board issued Statement
    of Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
    which became effective for fiscal years beginning after December 15, 1992.
    The Company adopted this standard on a prospective basis effective January
    1, 1993.  The adoption resulted in additional income of $1.8 million related
    primarily to the accounting treatment applied to inventory LIFO reserves
    calculated at the date of the Company's initial purchase in 1981 as required
    under the then current provisions of Accounting Principles Board Opinion
    Nos. 11 and 16.

    Details of income before provision for income taxes are as follows:


 
                                                      1993       1992     1991  
                                                    ---------  --------  -------
                                                           (In thousands)       
                                                                    
    Income before taxes, extraordinary               
     item and accounting changes:                    
      Domestic                                      $ 55,709   $77,802   $45,835
      Foreign                                         10,806    11,007    12,259
    Extraordinary item                                     -      (644)        -
    Accounting changes                               (52,661)        -         -
                                                    --------   -------   -------
                                                    $ 13,854   $88,165   $58,094
                                                    ========   =======   =======
 
    Provision for income taxes consists of the following:
 
    Income tax (benefit) applicable to:
     Income before taxes, extraordinary item and
      accounting changes                            $ 48,072   $34,636   $21,122
     Extraordinary item                                    -      (256)        -
     Accounting changes                              (22,333)        -         -
                                                    --------   -------   -------
                                                    $ 25,739   $34,380   $21,122
                                                    ========   =======   =======
 Provision for income taxes:
   Current:
     Federal                                        $ 38,031   $22,968   $12,494
     State                                             9,368     6,981     5,657
     Foreign                                           4,262     5,424     5,952
                                                    --------   -------   -------
                                                      51,661    35,373    24,103
   Deferred:
     Federal                                         (24,780)   (1,140)   (3,646)
     State                                            (2,573)     (121)      (84)
     Foreign                                           1,431       268       749
                                                    --------   -------   -------
                                                     (25,922)     (993)   (2,981)
                                                    --------   -------   -------
   Total                                            $ 25,739   $34,380   $21,122
                                                    ========   =======   =======
 
                                       43

 
6. Income taxes (continued)
   ------------------------

   The provision for income taxes differs from the amount which would be
   provided by applying the statutory U.S. corporate income tax rate of 35%,
   34% and 34% during 1993, 1992 and 1991, respectively, due to the following
   items:


                                            1993      1992      1991
                                          --------  --------  --------
                                                 (In thousands)
                                                     
   Provision at statutory rate            $ 4,849   $29,976   $19,752
   Write-off of goodwill                   18,746         -         -
   Foreign income taxes                     1,484     2,033     2,533
   Foreign tax credits                     (1,100)   (1,600)   (1,500)
   State taxes, net of federal benefit      3,687     4,171     3,614
   Settlement of tax issues                     -         -    (2,106)
   Foreign sales corporation               (1,405)     (613)     (613)
   Other                                     (522)      413      (558)
                                          -------   -------   -------
   Provision for income taxes             $25,739   $34,380   $21,122
                                          =======   =======   =======


   Deferred income taxes result from temporary differences between the
   recognition of revenues and expenses for financial statements and income
   tax returns. The principal components of the Company's deferred tax assets
   and liabilities as of December 31, 1993 include the following:


 
                                                1993
                                           --------------
                                           (In thousands)
                                        
   Deferred tax asset:
    Accruals not yet tax deductible             $ 29,874
    Postretirement benefit obligation             21,834
    Other, net                                       956
                                                --------
                                                  52,664
 
   Deferred tax liability:
    Depreciation, tax in excess of book          (12,124)
    Inventory adjustments                         (6,453)
    Pension obligation                            (2,115)
                                                --------
                                                 (20,692)
                                                --------
 
   Net deferred tax asset                       $ 31,972
                                                ========


   The deferred tax provision for 1992 and 1991 resulted principally from
   accelerated depreciation ($1.3 million and $1.7 million, respectively),
   warranty accrual increases ($3.6 million and $1.4 million, respectively),
   product liability accrual increase ($2.2 million during 1991) a lawsuit
   judgement ($2.7 million during 1992) and foreign tax credits ($1.5 million
   during 1991).

                                       44

 
 7. Commitments and contingencies
    -----------------------------

    The Company is involved with government agencies in various environmental
    matters, including a matter involving soil and groundwater contamination at
    its York, Pennsylvania facility (the Facility). The Facility was formerly
    used by the U.S. Navy and AMF (the predecessor corporation of Minstar). The
    Company purchased the facility from AMF in 1981. Although the Company is not
    certain as to the extent of the environmental contamination at the Facility,
    it is working with the Pennsylvania Department of Environmental Resources.
    The Company is currently pursuing cost recovery litigation against the Navy
    and believes that the Navy, by virtue of its ownership and operation of the
    Facility, will ultimately be responsible for a substantial portion of the
    environmental remediation costs at the Facility. In addition, in March 1991
    the Company entered into a settlement agreement with Minstar related to
    certain indemnification obligations assumed by Minstar in connection with
    the Company's purchase of the Facility. Pursuant to this settlement, Minstar
    is obligated to reimburse the Company for a portion of its investigation and
    remediation costs at the Facility. Although substantial uncertainty exists
    concerning the nature and scope of the environmental remediation that will
    ultimately be required at the Facility, based on preliminary information
    currently available to the Company and taking into account the Company's
    estimate of the probable liability of the Navy, and the settlement agreement
    with Minstar, the Company estimates that it will incur approximately $4
    million of additional remediation and related costs at the Facility. The
    Company has established reserves for this amount. The Company has also put
    certain of its insurance carriers on notice that it intends to make claims
    relating to the environmental contamination at the Facility. However, the
    Company is currently unable to determine the probable amount of recovery
    available, if any, under insurance policies.

    The Company self-insures its product liability loss exposure. The Company
    accrues for claim exposures which are probable of occurrence and can be
    reasonably estimated.

    The Company enters into forward exchange contracts to hedge against sales
    transactions denominated principally in European currencies. At December 31,
    1993, the Company had forward exchange contracts that required it to convert
    these foreign currencies, at a variety of rates, into U.S. Dollars or German
    Deutsche Marks. These contracts represent a combined U.S. dollar equivalent
    commitment of approximately $45.5 million. The contracts mature at various
    dates through August, 1994. Unrealized gains and losses associated with
    these contracts are deferred and accounted for as part of the hedged
    transaction. At December 31, 1993 and 1992, these contracts had a fair value
    (deferred contract gains) of approximately $1.0 million and $1.6 million,
    respectively, based on published exchange rates.

    At December 31, 1993, the Motorcycles and Related Products segment (the
    Motorcycle segment) and the Transportation Vehicles segment (the
    Transportation segment) estimated that they were contingently liable under
    repurchase agreements for a maximum of $31.8 million and $31.7 million,
    respectively, to lending institutions that provide wholesale floor plan
    financing to their dealers. These agreements are customary in both the
    motorcycle and recreational vehicle industry. The Company's loss exposure
    on repurchase is limited to the difference between the resale value of the
    vehicle and the amount required to be paid the lending institution at the
    time of repurchase.

    The Motorcycle segment has a trade acceptance agreement with Eagle (see
    note 4) which expires on June 1, 1994, and is subject to annual renewal.
    Under the terms of the agreement, the Motorcycle segment receives cash from
    Eagle in the amount of 100% of certain eligible accounts receivable at the
    time of sale. On June 1, 1994, the Motorcycle segment is obligated to
    repurchase all unpaid balances from Eagle. At December 31, 1993, trade
    acceptances of $15.4 million were subject to this agreement. The Company has
    not incurred any material losses from the foregoing repurchase agreements
    and currently anticipates no material losses.

                                       45

 
 7.  Contingencies and commitments (continued)
     -----------------------------------------

     At December 31, 1993, the Company was contingently liable for $13.0 million
     related to letters of credit. The letters of credit typically act as a
     guarantee of payment to certain third parties in accordance with specified
     terms and conditions.

 8.  Employee benefit plans
     ----------------------

    The Company has several noncontributory defined benefit pension plans or
    profit sharing plans covering substantially all employees of the Motorcycle
    segment. The Company's policy with respect to the pension plans is to fund
    pension benefits to the extent contributions are deductible for tax
    purposes.

    The following data is provided for the pension plans for the years
    indicated:


 
Components of net periodic pension cost
- ---------------------------------------
                                                             December 31,
                                                     ----------------------------
                                                        1993      1992       1991
                                                     -------   -------   --------
                                                             (In thousands)
                                                                
   Service cost - benefits earned during the year    $ 3,384   $ 2,580   $  2,298
   Interest cost on projected benefit obligations      8,188     7,364      6,315
   Actual return on plan assets                       (7,327)   (3,367)   (15,758)
   Net amortization and deferral                        (606)   (4,173)     8,908
                                                     -------   -------   --------
    Net periodic pension cost                        $ 3,639   $ 2,404   $  1,763
                                                     =======   =======   ========


                                       46

 
8. Employee benefit plans (continued)

   Reconciliation of funded status


                                                                            
                                                                     September 30, 1993
                                                                 -------------------------
                                                                      Assets   Accumulated
                                                                      Exceed      Benefits
                                                                 Accumulated        Exceed   December 31,
                                                                    Benefits        Assets           1992
                                                                    --------      --------       --------
                                                                               (In thousands)
                                                                                    
Actuarial present value of benefit obligations:
  Vested benefit obligation                                      $ 29,687      $ 50,877       $ 66,431
  Nonvested benefit obligation                                      4,058         5,363          8,126
                                                                 --------      --------       --------
  Accumulated benefit obligation                                 $ 33,745      $ 56,240       $ 74,557
                                                                 ========      ========       ========
                                                                            
Projected benefit obligations for service rendered to date       $ 48,015      $ 72,096       $ 97,701
Plan assets at fair value, consisting primarily of debt
  securities, bank common trust funds, common stock,
  and an immediate participation guarantee contract                38,805        51,662         83,127
                                                                 --------      --------       --------
 
Projected benefit obligation in excess of plan assets               9,210        20,434         14,574
Unrecognized net loss from past experience different
  from that assumed and changes in assumptions                    (15,271)      (17,200)       (18,636)
Unrecognized prior service cost                                       (50)       (2,602)        (2,936)
Unrecognized transition asset                                         866         1,344          2,559
Additional minimum liability                                            -         2,602              -
                                                                 --------      --------       --------
 
Accrued (prepaid) pension cost  (September 30, 1993;
  December 31, 1992)                                               (5,245)        4,578         (4,439)
Fourth quarter contribution                                          (482)         (159)             -
                                                                 --------      --------       --------
Accrued (prepaid) pension cost, December 31                      $ (5,727)     $  4,419       $ (4,439)
                                                                 ========      ========       ========


In 1993, the Company elected to change the measurement date for pension
plan assets and liabilities from December 31 to September 30. The change in
measurement date had no effect on 1993, or prior years', pension expense.

The provisions of Financial Accounting Standards Board Statement No. 87,
"Employers' Accounting for Pensions," require the recognition of an additional
minimum liability and related intangible asset to the extent that accumulated
benefits exceed plan assets. At December 31, 1993, the Company recorded an
adjustment of $2.6 million which was required to reflect the Company's minimum
pension liability. The Company recorded an intangible asset in the same amount.



                                                            1993   1992   1991
                                                            -----  -----  -----
                                                                 
Weighted average assumptions used in determining
  actuarial present value of plan benefit obligations:
     Discount rate                                           7.8%   8.5%   9.0%
     Rate of increase in future compensation levels          5.0%   5.0%   5.0%
     Assumed long-term rate of return on plan assets        10.3%  10.3%  10.3%


                                       47

 
8. Employee benefit plans (continued)

   Certain of the Company's plans relating to hourly employees were amended
   during 1993, 1992 and 1991 to increase the scheduled benefits.

   The Company also has thrift incentive plans for both salaried and hourly
   Motorcycle segment employees. The Company accrued for a matching contribution
   to the plan during 1993 of $1.2 million. The Company did not contribute to
   these plans in 1992 or 1991. Employees can make voluntary contributions in
   accordance with the provisions of their respective plan, which includes a
   401(k) tax deferral option.

   The Transportation segment has a defined contribution employee benefit plan
   which covers substantially all full-time employees. The plan is funded partly
   by employee wage deferrals in accordance with section 401(k) of the Internal
   Revenue Code. The Transportation segment accrued for a discretionary matching
   contribution of $0.4 million during 1992. The Company did not contribute to
   this plan in 1993 or 1991.

9. Postretirement health care benefits

   The Company has several postretirement health care benefit plans covering
   substantially all employees of the Motorcycle segment. Employees are eligible
   to receive benefits upon attaining age 55 after rendering at least 10 years
   of service to the Company.

   On January 1, 1993, the Company adopted Statement of Financial Accounting
   Standards No. 106 (SFAS 106), "Employers' Accounting for Postretirement
   Benefits Other Than Pensions," which requires companies to accrue the cost of
   postretirement benefits during the employees' active service period. The
   Company elected to immediately recognize the accumulated postretirement
   benefit obligation upon adoption of SFAS 106. The Company recorded an
   accumulated obligation of $32.1 million, net of tax. In prior years, the
   Company accounted for postretirement benefits on a cash basis.

   The Company uses September 30 as the measurement date for valuing its
   postretirement health care obligation.

   The Company's postretirement health care plans are currently funded as claims
   are submitted ($1.6 million in 1993). Some of the plans require employee
   contributions to offset benefit costs. The status of the plans at December
   31, 1993 was as follows (in thousands):

   Accumulated postretirement benefit obligation:

                                             
    Retirees                                    $19,538
    Fully eligible active plan participants      12,776
    Other active plan participants               26,640
                                                -------
                                                 58,954
    Unrecognized net loss                        (3,528)
    Fourth quarter contribution                    (427)
                                                -------
    Accrued postretirement benefit liability    $54,999
                                                =======


                                       48

 
  9.  Postretirement health care benefits (continued)
      -----------------------------------------------

     The net periodic postretirement benefit cost for the year ended December
     31, 1993 includes the following (in thousands):

      Service cost - benefits earned during  the year $1,967
      Interest cost on projected benefit obligation    4,277
                                                      ------
      Net periodic postretirement benefit cost        $6,244

     The weighted average health care cost trend rate used in determining the
     accumulated postretirement benefit obligation of the health care plans was
     15%. The per capita health care cost rate was assumed to decrease gradually
     to 6% for 1999 and remain at that level thereafter. This assumption can
     have a significant effect on the amounts reported. If the weighted average
     health care cost trend rate were to increase by 1%, the accumulated
     postretirement benefit obligation as of January 1, 1994 and aggregate of
     service and interest cost components of net periodic postretirement benefit
     cost for the year ended December 31, 1994 would increase by $7.1 million
     and $1.1 million, respectively. The weighted average discount rate used to
     determine the accumulated postretirement benefit obligation of the health
     care plan as of September 30, 1993 was 7.75%. The Company used a weighted
     average discount rate of 8.5% in establishing the transition obligation at
     January 1, 1993.

     Pretax postretirement benefits expense was $1.6 million and $1.9 million
     for the years ended December 31, 1992 and 1991, respectively.

 10.  Capital stock
      -------------

     On May 9, 1992, shareholders approved an increase in the number of
     authorized shares of common stock from 25 million to 100 million. Upon
     approval, the Company's Board of Directors declared a two-for-one stock
     split effected in the form of a dividend to shareholders of record on June
     5, 1992, payable on June 26, 1992.

     Stock options, and all other agreements payable in the Company's common
     stock, have been amended to reflect the split.  An amount equal to the par
     value of the shares issued has been transferred from additional paid-in
     capital to the common stock account.  All references to number of shares,
     except shares authorized, in the notes to the consolidated financial
     statements have been adjusted to reflect the stock split on a retroactive
     basis.

     On May 9, 1992, the shareholders also approved an increase in the number of
     authorized Series A Junior Participating preferred stock (Preferred Stock)
     from 1 million to 2 million. The Preferred Stock has a par value of $1 per
     share. Each share of Preferred Stock is entitled to receive, when as and if
     declared, a quarterly dividend in an amount equal to the greater of $1 per
     share or 100 times the dividends declared on the Company's common stock.
     Each preferred share is entitled to 100 votes. In the event of liquidation,
     the holders of the Preferred Stock will be entitled to receive a
     liquidation payment in the amount equal to the greater of $1 per share or
     100 times the payment made per share of common stock.

     The Company has reserved 1 million shares of Preferred Stock for issuance
     in connection with Preferred Stock Purchase Rights (Rights). Each of the
     Rights entitles a stockholder to buy one one-hundredth of a newly issued
     share of the Company's Preferred Stock at an exercise price of $50. The
     Rights are only exercisable upon certain changes in Company ownership as
     defined by the Rights Agreement.

                                       49

 
10. Capital stock (continued)
    -------------------------

    The Company has a restricted stock plan in which plan participants are
    entitled to cash dividends and voting rights on their respective shares.
    Restrictions generally limit the sale or transfer of shares during a
    restricted period, not exceeding eight years. Participants may vest in
    certain amounts of the restricted stock upon death, disability or retirement
    as described in the plan.

    Unearned compensation was charged for the market value of the restricted
    shares on the date of grant and is being amortized over the restricted
    period. The unamortized unearned compensation value is shown as a reduction
    of stockholders' equity in the accompanying consolidated balance sheets.

    Information with respect to restricted stock outstanding is as follows:


                                                    1993       1992       1991
                                                  ---------  ---------  --------
                                                               
    Outstanding at beginning of year at
     $8.92 to $10.09 per share                     712,284    958,288   980,612
    Restricted shares vested at
     $8.92 to $10.09 per share                    (170,911)  (238,432)        -
    Restricted shares cancelled at
     $9.30 to $10.06 per share                     (58,336)    (7,572)  (22,324)
                                                  --------   --------   -------
    Total shares outstanding at end of year at
     $8.92 to $10.09 per share                     483,037    712,284   958,288
                                                  ========   ========   =======
 

    Expense in 1993, 1992, and 1991 associated with the restricted stock plan
    was $.4 million, $.9 million and $1.1 million, respectively.

    The Company has Stock Option Plans under which the Board of Directors may
    grant to employees of the Company nonqualified stock options with or without
    appreciation rights. The options may be exercised one year after the date of
    grant, not to exceed 25 percent of the shares in the first year with an
    additional 25 percent to be exercisable in each of the three following
    years.  The options expire ten years from the date of grant. The maximum
    number of shares of common stock available for grants under such plans are
    3.0 million at December 31, 1993 of which 1.0 million shares remain
    available for future grants. The exercise price of outstanding options at
    December 31, 1993 ranged from $2.95 to $37.13. A summary of option activity
    is as follows:


 
                                                        1993        1992        1991
                                                     ----------  ----------  ----------
                                                                    
     Options outstanding at beginning of year        1,510,890   1,723,710   1,383,388
     Options granted                                     8,000     314,522     463,754
     Options exercised or cancelled                   (227,149)   (527,342)   (123,432)
                                                     ---------   ---------   ---------
     Options outstanding at end of year              1,291,741   1,510,890   1,723,710
                                                     =========   =========   =========
 
     Number of options exercisable at end of year      734,356     511,378     616,124
                                                     =========   =========   =========


    Historically, the Company granted stock options in December of each year.
    In order to review all elements of compensation at the same time, the Human
    Resources Committee of the Board of Directors decided in February 1993 to
    consider annual stock option grants in February of each year, beginning
    with February 1994. Stock options issued during 1993 represent grants to
    certain new executives.

                                       50

 
11. Business segments and foreign operations
 
    (a) Business segments

        The Company operates in two business segments: Motorcycles and Related
        Products and Transportation Vehicles.

        Information by industry segment is set forth below (in thousands):


                                                                        1993              1992             1991
                                                                        ----              ----             ----
                                                                                              
Net sales:
    Motorcycles and Related Products                              $  933,262        $  822,929         $701,969
    Transportation Vehicles                                          284,166           282,355          237,894
                                                                  ----------        ----------         --------
                                                                  $1,217,428        $1,105,284         $939,863
                                                                  ==========        ==========         ========
 
Income (loss) from operations:
    Motorcycles and Related Products                              $  136,217        $  102,300         $ 89,551
    Transportation Vehicles (1)                                      (59,533)            2,137          (13,427)
    General corporate expenses                                        (6,878)           (7,240)          (7,479)
                                                                  ----------        ----------         --------
                                                                      69,806            97,197           68,645
 
Interest expense, net                                                   (831)           (4,912)          (7,312)
 
Other:
    Motorcycles and Related Products:
     Lawsuit judgement reversal                                            -             2,200                -
     Other                                                            (3,249)           (3,811)          (1,355)
    Transportation Vehicles                                              789            (1,865)          (1,884)
                                                                  ----------        ----------         --------
                                                                      (2,460)           (3,476)          (3,239)
                                                                  ----------        ----------         --------
Income before provision for income taxes,
     extraordinary item and accounting changes                    $   66,515        $   88,809         $ 58,094
                                                                  ==========        ==========         ========
 
(1) Includes a $57.0 million charge related primarily to the write-off
    of goodwill in 1993.

 
 
                                          Motorcycles
                                          and Related       Transportation       
                                           Products           Vehicles          Corporate       Consolidated       
                                          -----------       --------------       ---------       ------------              
                                                                                      
  1993
  Identifiable assets                        $437,813             $134,699         $10,773           $583,285
  Depreciation and amortization                27,225                5,813             234             33,272
  Net capital expenditures                     52,324                2,766             112             55,202
 
  1992
  Identifiable assets                        $341,940             $178,252         $ 1,972           $522,164
  Depreciation and amortization                22,630                6,639             141             29,410
  Net capital expenditures                     42,276                4,754             199             47,229

  1991
  Identifiable assets                        $281,790             $189,326         $ 3,117           $474,233
  Depreciation and amortization                15,404                7,058             141             22,603
  Net capital expenditures                     43,621                2,987           1,158             47,766



There were no sales between business segments for the years ended December 31,
1993, 1992 or 1991.

                                       51

 
  11. Business segments and foreign operations (continued)
  --------------------------------------------------------
      
      (b) Foreign operations
          ------------------

      Included in the consolidated financial statements are the following
      amounts relating to foreign affiliates:


 
                      1993      1992     1991
                    --------  --------  -------
                          (In thousands)
                               
 
     Assets         $ 49,109  $ 37,962  $31,081
     Liabilities      40,769    27,716   15,882
     Net sales       144,639   132,557   99,441
     Net income        5,113     5,315    5,558

      Export sales of domestic subsidiaries to nonaffiliated customers were
      $117.6 million, $106.9 million and $105.7 million in 1993, 1992 and 1991,
      respectively.

                                       52

 
SUPPLEMENTARY DATA

Quarterly financial data (unaudited)
(In millions, except per share data)


                                                  1st Quarter      2nd Quarter     3rd Quarter      4th Quarter
                                                ---------------  ---------------  --------------  ---------------
                                                 1993     1992    1993    1992     1993    1992    1993     1992
                                                -------  ------  ------  -------  ------  ------  -------  ------
                                                                                   
 
Net sales                                       $269.5   $247.4  $334.4  $273.9   $284.4  $271.8  $329.1   $312.2
 
Gross profit                                      75.4     62.3    90.9    72.1     76.2    72.6    94.7     89.4
 
Income before extraordinary item
 and accounting changes (a)                       15.1      8.7    23.8    17.8     16.4    13.2   (36.9)    14.5
Extraordinary item                                   -        -       -     (.4)       -       -       -        -
Accounting changes                               (30.3)       -       -       -        -       -       -        -
Net income (loss)                                (15.2)     8.7    23.8    17.4     16.4    13.2   (36.9)    14.5
 
Earnings (loss) per common share
 assuming no dilution:
  Income before extraordinary item
    and accounting changes (a)                     .40      .24     .63     .50      .43     .37    (.97)     .40
  Extraordinary item                                 -        -       -    (.01)       -       -       -        -
  Accounting changes                              (.80)       -       -       -        -       -       -        -
  Net income (loss)                               (.40)     .24     .63     .49      .43     .37    (.97)     .40
 
Earnings (loss) per common share
 assuming full dilution (b):
  Income before extraordinary item
    and accounting changes (a)                     .40      .24     .62     .48      .43     .36    (.97)     .38
  Extraordinary item                                 -        -       -    (.01)       -       -       -        -
  Accounting changes                              (.80)       -       -       -        -       -       -        -
  Net income (loss)                               (.40)     .24     .62     .47      .43     .36    (.97)     .38
 



(a) 1993 fourth quarter results include a $57.0 million charge related primarily
    to the write-off of goodwill, which reduced earnings per share by $1.46.

(b) Earnings (loss) per common share assuming full dilution generally includes
    the dilutive effect of outstanding stock options. During the first and
    fourth quarters of 1993, the effect of stock options was antidilutive, and
    therefore, was excluded from the calculations.

                                       53

                       
  Item 9.  Changes in and disagreements with accountants on accounting and
  -------  ---------------------------------------------------------------
  financial disclosure
  --------------------

           None.

                                       54

 
                                    PART III
                                    --------

  Item 10.  Directors and executive officers of the registrant
  -------   --------------------------------------------------

  Information with respect to the Directors of the registrant will be included
  in the Company's definitive proxy statement for the 1994 annual meeting of
  shareholders (the "Proxy Statement"), which will be filed within 120 days
  after the close of the Company's fiscal year ended December 31, 1993, and is
  hereby incorporated by reference to such Proxy Statement.

  Item 11.  Executive compensation
  -------   ----------------------

  This information will be included in the Proxy Statement, which will be filed
  within 120 days after the close of the Company's fiscal year ended December
  31, 1993, and is hereby incorporated by reference to such Proxy Statement.

  Item 12.  Security ownership of certain beneficial owners and management
  -------   --------------------------------------------------------------

  This information will be included in the Proxy Statement, which will be filed
  within 120 days after the close of Harley-Davidson's fiscal year ended
  December 31, 1993, and is hereby incorporated by reference to such Proxy
  Statement.

  Item 13.  Certain relationships and related transactions
  -------   ----------------------------------------------

  This information will be included in the Proxy Statement, which will be filed
  within 120 days after the close of the Company's fiscal year ended December
  31, 1993, and is hereby incorporated by reference to such Proxy Statement.

  Item 14.  Exhibits, financial statement schedules, and reports on Form 8-K
  -------   ----------------------------------------------------------------

       (A)  1.  Financial statements - The financial statements listed in the
                --------------------                                         
                accompanying Index to Consolidated Financial Statements and
                Financial Statement Schedules are filed as part of this annual
                report and such Index to Consolidated Financial Statements and
                Financial Statement Schedules is incorporated herein by
                reference.

            2.  Financial statement schedules - The financial statement
                -----------------------------                          
                schedules listed in the accompanying Index to Consolidated
                Financial Statements and Financial Statement Schedules are filed
                as part of this annual report and such Index to Consolidated
                Financial Statements and Financial Statement Schedules is
                incorporated herein by reference.

            3.  Exhibits - The exhibits listed on the accompanying List of
                --------                                                  
                Exhibits are filed as part of this annual report and such List
                of Exhibits is incorporated herein by reference.

       (B)    Reports on Form 8-K
              -------------------
              The Company filed a current report on Form 8-K on December 20,
              1993 to report under Item 5 the write down of goodwill and certain
              other assets in its Holiday Rambler Corporation subsidiary.

                                       55

 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                       AND FINANCIAL STATEMENT SCHEDULES
                       ---------------------------------

                              [Item 14(A) 1 and 2]


 
                                                                Page
                                                                ----
                                                                
 
 Consolidated statements of operations for each of the          
  three years in the period ended December 31, 1993             35
 
 Consolidated balance sheets at December 31, 1993 and 1992      36
 
 Consolidated statements of cash flows for each of the
  three years in the period ended December 31, 1993             37
 
 Consolidated statements of changes in stockholders' equity
  for each of the three years in the period ended 
  December 31, 1993.                                            38
 
 Notes to consolidated financial statements                     39
 
 Consolidated financial statement schedules for each of the
  three years in the period ended December 31, 1993 

   V    - Property, plant and equipment                         59
 
   VI   - Accumulated depreciation and amortization of
          property, plant and equipment                         60
 
   VIII - Valuation and qualifying accounts                     61
 
   IX   - Short-term borrowings                                 62      
 
   X    - Supplementary income statement information            63    
 


  All other schedules are omitted since the required information is not present
  or is not present in amounts sufficient to require submission of the
  schedules, or because the information required is included in the consolidated
  financial statements and notes thereto.

                                       56

 
                                LIST OF EXHIBITS
                                ----------------
                                [Item 14(A)(3)]
 
 
  Exhibit No.    Description
  -----------    -----------
                
    3.1          Restated Articles of Incorporation of the Registrant

    3.2          By-Laws of the Registrant

    3.3          Form of Certificate of Designation relating to Series A Junior
                 Participating Preferred Stock

    4.6          Form of Rights Agreement between Harley-Davidson, Inc. and
                 Firstar Trust Company

    4.6(a)       First Amendment to Rights Agreement, dated as of June 21, 1991

    10.1*        Form of Employment Agreement for Executive Officers

    10.2(a)*     1986 Stock Option Plan of the Registrant

    10.2(b)*     1988 Stock Option Plan of the Registrant

    10.2(c)*     1990 Stock Option Plan of the Registrant

    10.2(d)*     Form of Stock Option Agreement for use under the Harley-
                 Davidson, Inc. 1986 Stock Option Plan

    10.2(e)*     Form of Stock Option Agreement for use under the Harley-
                 Davidson, Inc. 1988 Stock Option Plan

    10.2(f)*     Form of Stock Option Agreement for use under the Harley-
                 Davidson, Inc. 1990 Stock Option Plan

    10.3(a)      Ford Authorized Converter Pool Agreement between Ford Motor
                 Company and Holiday Rambler Corporation dated June 11, 1990

    10.3(b)      First Amendment to the Ford Authorized Converter Pool
                 Agreement between Ford Motor Company and Holiday Rambler Corporation
                 dated July 1, 1990

    10.4*        Consulting Agreement, dated May 19, 1989 between the Registrant
                 and Vaughn L. Beals, Jr.

    10.5(a)*     Restated Long-Term Incentive Plan II, as amended, of the
                 Registrant
 


  * Represents a management contract or compensatory plan, contract or
    arrangement in which a director or named executive officer of the Company
    participated.

                                       57

 
                                LIST OF EXHIBITS
                                ----------------
                                [Item 14(A)(3)]
 
 
  Exhibit No.               Description
  -----------               -----------
                 
    10.5(b)*      Growth Unit Cancellation Agreement of the Registrant

    10.6*         Form of Transition Agreement for Executive Officers

    10.7*         Transition Agreement, dated October 22, 1989 between the
                  Registrant and Richard F. Teerlink

    10.8*         Harley-Davidson, Inc. Deferred Compensation Plan

    10.9*         Description of supplemental executive retirement benefits.

    10.10*        Form of Split Dollar Life Insurance Agreement.

    11            Computation of Primary and Fully Diluted Earnings Per Share.
 
    22            List of subsidiaries

    23            Consent of Ernst & Young, Independent Auditors

 

  * Represents a management contract or compensatory plan, contract or
    arrangement in which a director or named executive officer of the Company
    participated.

                                       58

 
                                                                      Schedule V
                                                                      ----------

                             HARLEY-DAVIDSON, INC.

                  CONSOLIDATED PROPERTY, PLANT, AND EQUIPMENT
                  Years ended December 31, 1993, 1992 and 1991
                                 (In thousands)



                                 Balance at                              Balance
                                 beginning     Additions    Retirement    at end
Classification                    of year       at cost      or sales    of year
- --------------                   ----------  -------------  -----------  --------
                                                             
Year ended December 31, 1993:
  Land and land improvements       $ 11,168     $    92       $     -    $ 11,260
  Buildings and improvements         74,367       6,943        (1,644)     79,666
  Machinery and equipment           212,191      48,167        (7,501)    252,857
                                   --------     -------       -------    --------
       Total                       $297,726     $55,202       $(9,145)   $343,783
                                   ========     =======       =======    ========

Year ended December 31, 1992:
  Land and land improvements       $ 11,131     $    52       $   (15)   $ 11,168
  Buildings and improvements         67,729       6,699           (61)     74,367
  Machinery and equipment           179,292      40,315        (7,416)    212,191
                                   --------     -------       -------    --------
       Total                       $258,152     $47,066       $(7,492)   $297,726
                                   ========     =======       =======    ========

Year ended December 31, 1991:
  Land and land improvements       $ 11,075     $   200       $  (144)   $ 11,131
  Buildings and improvements         51,428      17,323        (1,022)     67,729
  Machinery and equipment           150,201      30,633        (1,542)    179,292
                                   --------     -------       -------    --------

       Total                       $212,704     $48,156(1)    $(2,708)   $258,152
                                   ========     =======       =======    ========

(1) Includes approximately $12.3 million during 1991 related to a new paint
    facility in York, PA.

                                       59

 
                                                                     Schedule VI
                                                                     -----------


                             HARLEY-DAVIDSON, INC.

                   CONSOLIDATED ACCUMULATED DEPRECIATION AND
                 AMORTIZATION OF PROPERTY, PLANT, AND EQUIPMENT
                  Years ended December 31, 1993, 1992 and 1991
                                 (In thousands)



 
 
                                 Balance at  Depreciation             Balance
                                 beginning    Additions  Retirement    at end
Classification                    of year      at cost    or sales    of year
- -------------------------------  ----------   ---------  -----------  --------
                                                          
 
Year ended December 31, 1993:
 Land improvements                 $     90     $     -     $     -   $     90
 Buildings and improvements          23,186       6,247        (272)    29,161
 Machinery and equipment             90,663      24,550      (6,449)   108,764
                                   --------     -------     -------   --------
 
    Total                          $113,939     $30,797     $(6,721)  $138,015
                                   ========     =======     =======   ========
 
Year ended December 31, 1992:
 Land improvements                 $     90     $     -     $     -   $     90
 Buildings and improvements          18,310       4,896         (20)    23,186
 Machinery and equipment             76,066      20,422      (5,825)    90,663
                                   --------     -------     -------   --------
 
       Total                       $ 94,466     $25,318     $(5,845)  $113,939
                                   ========     =======     =======   ========
 
 
Year ended December 31, 1991:
 Land improvements                 $     47     $    43     $     -   $     90
 Buildings and improvements          14,653       3,811        (154)    18,310
 Machinery and equipment             61,952      15,338      (1,224)    76,066
                                   --------     -------     -------   --------
 
       Total                       $ 76,652     $19,192     $(1,378)  $ 94,466
                                   ========     =======     =======   ========
 



 Depreciation of property, plant and equipment is determined on a straight-line
 basis over the estimated useful lives of the assets.  Estimated useful lives
 used in computing depreciation are as follows:


 
                                                Years
                                                -----
                                             
          Land improvements                        10
          Buildings and improvements            10-40
          Machinery and equipment                3-20


                                       60

 
                                                                   Schedule VIII
                                                                   -------------


                             HARLEY-DAVIDSON, INC.

                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                  Years ended December 31, 1993, 1992 and 1991
                                 (In thousands)



 
                                                           
                       Balance at    Additions                         Balance
                       beginning     charged to                        at end
Classification          of year       expense     Deductions/(1)/      of year
- ----------------       ----------    ----------   ---------------      -------


Receivables -
 Allowance for doubtful accounts:


 
                                                            
     1993                  $1,611          $322             $(147)      $1,786
                           ======          ====             =====       ======
 
     1992                  $1,643          $260             $(292)      $1,611
                           ======          ====             =====       ======
 
     1991                  $  974          $872             $(203)      $1,643
                           ======          ====             =====       ======
 





 
 
                                            
Inventories -
 Allowance for obsolescence
     and loss (2):
 
     1993                  $2,736        $2,095        $(2,048)       $2,783
                           ======        ======        =======        ======
 
     1992                  $2,683        $1,790        $(1,737)       $2,736
                           ======        ======        =======        ======
 
     1991                  $2,802        $  241        $  (360)       $2,683
                           ======        ======        =======        ======
 




  (1)Represents amounts written off to the reserve, net of recoveries.

  (2)Stated in last-in, first-out (LIFO) cost.

                                       61

 
                                                                     Schedule IX
                                                                     -----------


                             HARLEY-DAVIDSON, INC.

                       CONSOLIDATED SHORT-TERM BORROWINGS

                  Years ended December 31, 1993, 1992 and 1991
             (In thousands, except weighted average interest rates)


 
                                                       Maximum      Average        Weighted
                                          Weighted     amount        amount        average
                                  Balance   average   outstanding  outstanding   interest rate
                                  at end   interest     during      during the     during the
Classification                    of year    rate     the period    period (3)     period (4)
- -------------------------------   -------  ---------  -----------  ------------  --------------
                                                                  
 
Year ended December 31, 1993:
 Floorplan obligations (1)        $16,984      7.02%      $16,987      $15,201            8.46%
 Notes payable to bank (2)          3,596      2.00         5,170          942            1.49
 
Year ended December 31, 1992:
 Floorplan obligations (1)        $15,933      7.53%      $15,933      $13,366            9.34%
 Notes payable to bank (2)              -      5.88        27,978       11,030            6.55
 
Year ended December 31, 1991:
 Floorplan obligations (1)        $11,559      9.50%      $12,780      $10,837           10.30%
 Notes payable to bank (2)         27,967      7.89        42,460       26,178            8.02
 




 (1) Floorplan obligations are secured by specific inventory units.

 (2) Notes payable to bank represent borrowings under lines of credit.

 (3) Computed by averaging the month-end balances during the year.

 (4) Computed by dividing the interest expense by the average amount
     outstanding during the period.

                                       62

 
                                                                      Schedule X
                                                                      ----------


                             HARLEY-DAVIDSON, INC.

            CONSOLIDATED SUPPLEMENTARY INCOME STATEMENT INFORMATION
                  Years ended December 31, 1993, 1992 and 1991

 
 

                                                Charged to costs and expenses
                                                -----------------------------
 

                                                 1993      1992      1991
                                                 ----      ----      ----
                                                    (In thousands)
                                                         
Classification
- --------------

  Maintenance and repairs                       $31,594   $26,370   $22,700
                                                =======   =======   =======


  Advertising costs                             $17,962   $16,507   $14,743
                                                =======   =======   =======

 
  Amounts for depreciation and amortization of intangible assets, taxes, other
  than payroll and income taxes, and royalties are not presented as such amounts
  are less than 1% of net revenues or such information is included in the
  consolidated financial statements or the notes thereto.

                                       63

 
                                   SIGNATURES
                                   ----------

  Pursuant to the requirements of Section 13, or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized, on March 28,
  1994.

  HARLEY-DAVIDSON, INC.

  By:  /S/ Richard F. Teerlink
       -------------------------------------------
       Richard F. Teerlink
       President, Chief Executive Officer
       (Principal executive officer) and Director

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
  report has been signed below by the following persons on behalf of the
  registrant and in the capacities indicated on March 28, 1994.

      Name                           Title
      ----                           -----

  /S/ Richard F. Teerlink            President, Chief Executive Officer
  ---------------------------------  
  Richard F. Teerlink                (Principal executive officer) and Director

  /S/ James L. Ziemer                Vice-President and Chief Financial Officer
  ---------------------------------                                            
  James L. Ziemer                    (Principal financial officer)

  /S/ James M. Brostowitz            Vice-President/Controller (Principal
  ---------------------------------                            
  James M. Brostowitz                accounting officer and Treasurer)

  /S/ Vaughn L. Beals                Chairman and Director
  ----------------------------------                       
  Vaughn L. Beals, Jr.

  /S/ Barry K. Allen                 Director
  ----------------------------------          
  Barry K. Allen

  /S/ William F. Andrews             Director
  ----------------------------------          
  William F. Andrews

  /S/ Fred L. Brengel                Director
  ----------------------------------          
  Fred L. Brengel

  /S/ Richard J. Hermon-Taylor       Director
  ----------------------------------          
  Richard J. Hermon-Taylor

  /S/ Donald A. James                Director
  ----------------------------------          
  Donald A. James

  /S/ Richard G. LeFauve             Director
  ----------------------------------          
  Richard G. LeFauve

  /S/ James A. Norling               Director
  ----------------------------------          
  James A. Norling

  /S/ William B. Potter              Director
  ----------------------------------          
  William B. Potter

                                       64

 
                               INDEX TO EXHIBITS
                               -----------------
                                [Item 14(A)(3)]


Exhibit No.          Description                                          Page
- -----------          -----------                                          ----
               
   3.1       Restated Articles of Incorporation of the Registrant 
             (incorporated herein by reference to Exhibit 3.1 to the 
             Registrant's Registration Statement on Form 8-B dated 
             June 24, 1991 (File No. 1-10793 (the "Form 8-B")).

   3.2       By-Laws of the Registrant (incorporated herein by reference 
             to Exhibit 3.2 to the Form 8-B).

   3.3       Form of Certificate of Designation relating to Series A 
             Junior Participating Preferred Stock (incorporated herein 
             by reference to Exhibit 3.3 to the Form 8-B).

   4.6       Form of Rights Agreement between Harley-Davidson, Inc. and
             Firstar Trust Company (incorporated herein by reference to 
             Exhibit 4.6 to the Registrants' Quarterly Report on Form 
             10-Q for the period ended September 30, 1990 
             (File No. 1-9183)).

   4.6(a)    First Amendment to Rights Agreement, dated as of June 21,
             1991, (incorporated herein by reference to Exhibit 4.8 to 
             the Form 8-B).

  10.1*      Form of Employment Agreement for Executive Officers
             (incorporated by reference from Exhibit 10.1 to the 
             Registrant's Registration Statement on Form S-1 
             (File No. 33-5871)).

  10.2(a)*   1986 Stock Option Plan of the Registrant 
             (incorporated by reference from Exhibit 10.9 to the 
             Registrant's Registration Statement on Form S-1 
             (File No. 33-5871)).

  10.2(b)*   1988 Stock Option Plan of the Registrant (incorporated by
             reference to Annex A to the Registrants' 1988 Proxy 
             Statement (File No. 1-9183)).

  10.2(c)*   1990 Stock Option Plan of the Registrant (incorporated 
             by reference to Annex A to the Registrants' 1989 Proxy 
             Statement (File No. 1-9183)).

  10.2(d)*   Form of Stock Option Agreement for use under the 
             Harley-Davidson, Inc. 1986 Stock Option Plan (incorporated 
             herein by reference from Exhibit 4.1(c) to the 
             Registrant's registration statement on Form S-8 (File 
             No. 33-33449)).

  10.2(e)*   Form of Stock Option Agreement for use under the 
             Harley-Davidson, Inc. 1988 Stock Option Plan (incorporated 
             herein by reference from Exhibit 4.1(e) to the 
             Registrant's registration statement on Form S-8 
             (File No. 33-33449)).

  10.2(f)*   Form of Stock Option Agreement for use under the 
             Harley-Davidson, Inc. 1990 Stock Option Plan (incorporated 
             herein by reference from Exhibit 10 to the Registrants' 
             Quarterly Report on Form 10-Q for the period ended 
             September 26, 1993 (File No. 1-9183)).


  * Represents a management contract or compensatory plan, contract or
    arrangement in which a director or named executive officer of the Company
    participated.

                                       65

 
                               INDEX TO EXHIBITS
                               -----------------
                                [Item 14(A)(3)]


Exhibit No.          Description                                          Page
- -----------          -----------                                          ----

  10.3(a)    Ford Authorized Converter Pool Agreement between Ford Motor 
             Company and Holiday Rambler Corporation dated June 11, 1990 
             (incorporated herein by reference to Exhibit 10.27(a) to 
             Holiday Rambler's Quarterly Report on Form 10-Q for the 
             period ending September 30, 1990 (File No. 33-12743)). 
             (Replaces Exhibit 10.11 to the Registrant's Annual Report 
             on Form 10-K for the fiscal year ended December 31, 1987).
  
  10.3(b)    First Amendment to the Ford Authorized Converter Pool
             Agreement between Ford Motor Company and Holiday Rambler 
             Corporation dated July 1, 1990 (incorporated herein by 
             reference from Exhibit 10.27(b) to Holiday Rambler's 
             Quarterly Report on Form 10-Q for the period ended 
             September 30, 1990 (File No. 33-12743)).

  10.4*      Consulting Agreement, dated May 19, 1989 between the 
             Registrant and Vaughn L. Beals, Jr. (incorporated herein 
             by reference from Exhibit 10.2 to the Registrant's Annual 
             Report on Form 10-K for the year ended December 31, 1989 
             (File No. 1-9183)).

  10.5(a)*   Restated Long-Term Incentive Plan II, as amended, of the
             Registrant (incorporated herein by reference from Exhibit 
             10.2 to the Registrants' Annual Report on Form 10-K for 
             the year ended December 31, 1989 (File No. 1-9183)).

  10.5(b)*   Growth Unit Cancellation Agreement of the Registrant
             (incorporated herein by reference from Exhibit 10.2 to the
             Registrants' Annual Report on Form 10-K for the year ended 
             December 31, 1989 (File No. 1-9183)).

  10.6*      Form of Transition Agreement for Executive Officers (other 
             than Mr. Teerlink) (incorporated herein by reference from 
             Exhibit 10.2 to the Registrants' Annual Report on Form 
             10-K for the year ended December 31, 1989 (File No. 1-9183)).

  10.7*      Transition Agreement, dated October 22, 1989 between the
             Registrant and Richard F. Teerlink (incorporated herein by 
             reference from Exhibit 10.2 to the Registrants' Annual Report 
             on Form 10-K for the year ended December 31, 1989 (File 
             No. 1-9183)).

  10.8*      Harley-Davidson, Inc. Deferred Compensation Plan              68
 
  10.9*      Description of supplemental executive retirement benefits.    79
 
 10.10*      Form of Split Dollar Life Insurance Agreement.                80
 

  * Represents a management contract or compensatory plan, contract or
    arrangement in which a director or named executive officer of the Company
    participated.

                                       66

 
                               INDEX TO EXHIBITS
                               -----------------
                                [Item 14(A)(3)]


 
Exhibit No.                            Description                           Page
- -----------                            -----------                           ----
                                                                       
  11           Computation of Primary and Fully Diluted Earnings Per Share.    83
  22           List of subsidiaries                                            85
  23           Consent of Ernst & Young, Independent Auditors                  86

  * Represents a management contract or compensatory plan, contract or
    arrangement in which a director or named executive officer of the Company
    participated.

       
                                       67

 
                                                            Exhibit  10.8
     
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

  Concept         Harley-Davidson, Inc. created this Plan, effective as of
                  October 1, 1988, to assist eligible employees in deferring
                  income until their retirement, death, or other termination of
                  employment.


  Administrator   The Vice President--Human Resources of Harley-Davidson, Inc.
                  is the Administrator for employees of Harley-Davidson, Inc.
                  participating in the Plan.  If the Administrator is also a
                  participant, then the Chief Executive Officer of Harley-
                  Davidson, Inc. is the Administrator as to that person.


  Eligibility     Participation in the Plan is limited to a select group of
                  management or highly compensated employees.  These employees
                  are defined as persons whose combined base salary, target
                  bonus potential, and restricted stock awards are equal to or
                  greater than $100,000.  The Administrator determines
                  eligibility and may increase the entry level compensation
                  requirement if necessary to assure that the Plan continues to
                  be exempt from the eligibility, vesting, and funding
                  requirements of the Employee Retirement Income Security Act of
                  1974, as amended.


  Participation   Eligible persons must complete Deferred Compensation
  Requirements    Agreements in order to participate.  Agreements completed by
                  newly-eligible participants within 30 days of becoming 
                  eligible will be effective either immediately, or as of a 
                  later designated date, but only as to compensation payable 
                  after the date of the Agreement.


                  --An eligible person may complete more than one Deferred
                  Compensation Agreement.  Each Participation Agreement will be
                  treated as a separate program under the Plan and the person
                  completing an additional Agreement will be treated as a newly-
                  eligible participant as to each Agreement.


                  --A person who ceases to be eligible has no further right to
                  complete additional Deferred Compensation Agreements.
                  Agreements in effect at the time eligibility is lost will
                  remain in effect subject to the terms of the Plan.

                  --The Administrator makes all final decisions regarding
                  eligibility and compliance with the participation
                  requirements.


  Compensation    Each Participation Agreement must designate either a flat 
  Deferral        dollar amount of deferral or a percentage amount of deferral,
                  and whether the amount is to be deducted from salary or bonus,
                  or from both. Each Agreement shall also specify the time
                  period during which the deferral is to take place. The Company
                  will make the

                                       68

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

                  corresponding reductions in compensation and credit the
                  Deferred Benefit Account of the participant.


  Minimum and     Each Deferred Compensation Agreement must provide for an 
  Maximum         aggregate deferral that is not less than $21,000 over 7 
  Deferrals       years from the effective date of the Agreement.  Only whole 
                  percentages may be elected as percentage deferrals.  The 
                  Administrator may adjust this minimum and establish and/or 
                  revise maximums in the Administrator's discretion.


  Deferral        A participant's deferral election is irrevocable except for
  Elections are   Hardship.  The Administrator, in his or her discretion, upon
  Irrevocable     demonstration of Hardship, which is substantial financial 
  Except for      need by a participant due to family health, education, or 
  Hardship        housing needs, may permit reduction of the participant's
                  compensation deferral election for subsequent years.  A 
                  request for change must be submitted in writing, with 
                  evidence of Hardship, to the Administrator before January 1 
                  of the year in which the requested reduction is to take 
                  effect.  If the request for change is approved it shall be 
                  effective for all future periods of deferral.  The 
                  participant's benefits under the Plan will be adjusted to 
                  reflect the reduced deferral.  The method of adjustment is 
                  as described and illustrated in Schedule A to the Plan.


               
  Makeup of       A participant whose deferral has been reduced for Hardship may
  Deferrals       elect, prior to termination of employment to reinstate his 
  Reduced         or her original deferral by paying to the Company the 
  for Hardship    difference between the reduced deferrals actually paid and 
                  the originally scheduled amount as described in the 
                  participant's original Deferred Compensation Agreement.


  Effect of       All deferral elections under the Plan shall automatically
  Change of       terminate as of the last day of the month preceding the
  Control Event   occurrence of a Change of Control Event. The benefits of each
  on Deferral     participant affected by the automatic termination of deferrals
                  will be adjusted to reflect the reduced deferral. The method
                  of adjustment is as described and illustrated in Schedule A to
                  the Plan. The definition of Change of Control Event is as set
                  forth in Schedule B to the Plan, which shall be revised from
                  time to time, by the Administrator, to reflect the same
                  definition of this term used by Harley-Davidson, Inc. for its
                  general corporate purposes.


  Deferred        The Company will establish on its books a Deferred Benefit
  Benefit         Account for each Plan participant.
  Account      


                                       69

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

                  --Deferred compensation shall be credited to this Account as
                  of the last day of the month in which the participant would
                  otherwise have received the compensation.


                  --As of the last day of each month interest at the Plan's
                  Interest Yield will be credited to the account.  Interest will
                  be calculated by applying the Interest Yield to the balances
                  of the Account on such date including contributions or
                  distributions to be credited or deducted on that date.


                  --Distributions shall be charged to this Account as they are
                  made.


                  The Company may deduct from non-deferred compensation any
                  taxes it is required to withhold on deferred amounts.


  Special 401(k)  The Company will also credit to the Deferred Benefit Account
  Matching Con-   of each participant a Company matching contribution in the
  tribution       same relative amount and in the same manner as is made to the
  Supplement      participant's IRC 401(k) plan account on amounts the
                  participant has elected to defer under that Plan. This credit
                  will be made as of the last day of the month in which the
                  Company matching contribution is deposited to the IRC 401(k)
                  plan for a year. The credit, and the earnings attributed to
                  it, are subject to the rules of the IRC 401(k) plan only as to
                  vesting. Such amount shall not be deemed to be a Company
                  matching contribution to the IRC 401(k) plan for any
                  nondiscrimination testing purposes. A participant will not,
                  under any circumstances, be credited with an aggregate Company
                  matching amount under this Plan and the IRC 401(k) plan that
                  is larger than the rate of matching applicable for the year
                  under the IRC 401(k) plan multiplied by 6% of the
                  participant's current and deferred compensation for such year.
                  

  No Trust        A participant's Deferred Benefit Account is a means of
  Fund Created    measuring the value of the participant's deferred
                  compensation. The Account does not create a trust fund of any
                  kind. Any assets earmarked by the Company to pay benefits
                  under this Plan do at all times remain in the Company. A
                  participant has no property interest in specific assets of the
                  Company because of the Plan. The rights of the participant, a
                  beneficiary, or an estate to benefits under the Plan shall be
                  solely those of an unsecured creditor of the Company.

  
  Statement       Following the close of each year the Administrator will
  of Account      provide statements of account to each participant.


                                       70

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

  Interest        Interest Yield means, for each 12 consecutive calendar months
  Yield           ending after September 1, the Moody's Long Term Bond Rate in 
                  effect on such September 1 (or the last business day 
                  immediately preceding such date if it is a Saturday, Sunday,
                  or holiday) divided by 12.
                 

  Payment of      Upon a participant's termination of employment, for any reason
  Benefits        other than death, the Company will pay to the participant, as
  Other Than      compensation for prior services, an amount equal to the
  Upon Death      participant's Deferred Benefit Account measured as of the
                  last day of the month in which employment terminated.

  Benefits        Upon the death of a participant prior to termination of
  Upon Death      employment, and before any periodic payments have started,
  Before          the Company will pay to the participant's Designated
  Termination     Beneficiary as compensation for services rendered prior to
  of Employment   the date of death, a pre-retirement benefit that is equal to
                  the participant's Deferred Benefit Account measured as of the
                  last day of the month coincident with or immediately 
                  following the date of death or, if greater, a pre-retirement
                  benefit determined as follows:
                 
                    
  
                                       71

 
HARLEY-DAVIDSON, INC.

DEFERRED COMPENSATION PLAN SPECIFICATIONS
- -----------------------------------------




                        Age at            Multiple of
                       Deferral       Deferral Commitment
                                   
                       Thru 45                5.0
                          46                  4.8
                          47                  4.6
                          48                  4.4
                          49                  4.2
                          50                  4.0
 
                          51                  3.8
                          52                  3.6
                          53                  3.4
                          54                  3.2
                          55                  3.0
 
                          56                  2.8
                          57                  2.6
                          58                  2.4
                          59                  2.2
                          60                  2.0
 
                          61                  1.8
                          62                  1.6
                          63                  1.4
                          64                  1.2
                      65 and over             1.0

                  
         Example:

         Participant age 49 elects to defer $10,000 for 7 years
     
         Stated Deferral ($10,000) x Deferral Period (7)
                                   = Total Deferral ($70,000)
 
         Total Deferral ($70,000) x Deferral Commitment Multiple (4.2)
                                  = Total Benefit Commitment ($294,000)

         Total deferral commitment ($294,000) divided by number of years
         pre-retirement benefit promised (10)
                                  = $29,400/year for 10 years

         Where the compensation deferred includes bonus or other non-periodic
         compensation, the "Deferral Commitment" applicable to such non-periodic

                                       72

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

             compensation shall be based on the average amount of such bonus or
             other non-periodic compensation during the 3 consecutive calendar
             years immediately preceding the date of death during which the
             participant was an eligible person. If a participant has been an
             eligible person for fewer than 3 consecutive calendar years
             immediately preceding the date of death, the "Deferral Commitment"
             applicable to such non-periodic compensation shall be based on the
             person's average amount of such bonus or other non-periodic
             compensation during his completed calendar years as an eligible
             person.

             If there is a reduction in the deferral amount or a premature
             distribution due to Hardship, the Administrator will advise the
             participant as to the corresponding effect on the participant's 
             pre-retirement benefit. If a participant has made more than one
             deferral commitment, the participant's pre-retirement benefit will
             be separately determined for each commitment.

             A special rule applies, however, for any participant who is not
             insurable for a death benefit larger than the "guaranteed issue"
             amount available to the Company at standard rates when the
             participant completes a Deferred Compensation Agreement. In that
             case, the affected participant's pre-retirement benefit will be
             limited to the greater of (i) the balance in the participant's
             Deferred Benefit Account, or (ii) the amount of death benefit able
             to be insured by the Company at standard rates at the time the
             participant completed his or her Deferred Compensation Agreement.


             Example:


                   Assume that the maximum guaranteed issue life insurance
                   available to the Company is $600,000 per person.


                   Assume that an "uninsurable at standard rates" 45-year old
                   participant elects to defer $100,000 over 7 years.


                   The participant's formula pre-retirement benefit of $700,000
                   is not available because of the lack of insurability.


                   Instead, the participant's pre-retirement benefit is $600,000
                   divided by 10 years, or $60,000 per year for 10 years. (Of
                   course, in the event that the participant's Deferred Benefit
                   Account paid over 10 years would produce a larger benefit,
                   that larger amount would then be paid.)

                                       73


  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

  Forms of
  --------
  Benefit
  -------
  Payment:
  --------

  --Termination
    -----------
    of Employment  Unless a participant elects an alternative benefit payment
    -------------  period as part of the participant's Deferred Compensation
    At or After    Agreement, a participant will receive payment of his or her
    -----------    benefits upon termination of employment at or after age 55 in
    Age 55         annual installments of the Deferred Benefit Account, 
    --------       commencing within 30 days of the date of termination of 
                   employment, over not more than 10 years, as determined by 
                   the Administrator. At the time a participant completes a 
                   Deferred Compensation Agreement the participant is entitled 
                   to select the number of years over which benefits are to be 
                   paid to the participant, up to a maximum of 15 years. The 
                   payment period selected shall not thereafter be subject to 
                   change by the participant. The amount to be distributed 
                   annually is determined by multiplying the aggregate balance 
                   of the participant's Account by a fraction, the numerator of 
                   which is one (1) and the denominator of which is the number 
                   of years remaining for the payments to be made (e.g., 1/10, 
                   1/9, 1/8, etc.). Additional earnings are to be credited to 
                   the Account during the installment payment period in the 
                   same way that earnings are credited while the participant is 
                   employed.



  --Other Termina- A participant whose benefit is payable for a reason other
    -------------- than retirement or death will receive payment in a single 
    tions of       lump sum amount within 30 days following termination of 
    --------       employment.
    Employment                   
    ----------
    Except Due
    ----------
    to Death
    --------

  --Pre-retirement If a participant's Deferred Benefit Account is to be paid as
    -------------- the participant's pre-retirement benefit, payment will be 
    Benefit        made in 10 approximately level annual installments 
    -------        (calculated by the Administrator using reasonable earnings
                   assumptions) commencing within 30 days of the date of death.
                   Additional earnings are to be credited to the Account during
                   the installment payment period in the same way earnings are
                   credited while a participant is employed. If a participant's
                   pre-retirement benefit is the formula amount, described
                   earlier in the Plan, payment of the formula amount will be
                   made in 10 equal annual installments commencing within 30
                   days of the date of death. No additional earnings are
                   credited during the installment payment period when the death
                   benefit amount is determined by the Plan formula.


  Designated       All payments by the Company will be made to the participant,
  ----------       if living. If the participant has died, then any payment 
  Beneficiary      under the Plan will be made to the Designated Beneficiary 
  -----------      of the participant. If a beneficiary dies before receiving
                   all payments due, the remaining payments will be made to the
                   beneficiary's estate. All beneficiary designations must be
                   made in writing and acknowledged by the

                                       74

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------

                  Administrator.  If there is no beneficiary designation in
                  force when Plan benefits become payable to a beneficiary, the
                  deemed beneficiary shall be the participant's spouse, or if no
                  spouse is then living, the participant's estate.


  Hardship        The Administrator may, in his or her sole discretion, upon the
  --------        finding that the participant has suffered a Hardship, 
  Payments        distribute to the participant any portion of the participant's
  --------        Deferred Benefit Account as of such date.


  Assignment      No participant or beneficiary may assign the right to receive
  ----------      benefits under the Plan.
                  

  Not An Employ-  This Plan may not be construed as giving any person right to
  --------------  be retained as an employee of the Company.
  ment Contract 
  -------------                               


  Effect on       The Company will supplement the defined benefit pension
  ---------       benefit that may be provided to each participant under the
  Pension         Company's pension plan with an amount equal to the pension 
  -------         benefit that would have been earned by the participant on the 
  Benefits        amount of compensation deferred by the participant under this 
  --------        Plan, had such amount been received as compensation by the
                  participant rather than deferred. Such amount is subject to
                  all pension plan rules and regulations regarding determination
                  of amount, vesting, method of payment, and so forth. Under no
                  circumstance will this provision be construed to permit 
                  payment to a participant of an aggregate pension benefit,
                  including this supplemental pension benefit, that is larger
                  than the pension benefit the participant otherwise would have
                  received if there had been no deferral election under this
                  Plan.


  Taxes           The Company will withhold from all benefit payments all
  -----           required taxes.
                  

  Amendment and   Harley-Davidson, Inc. may, at any time, amend the Plan by 
  -------------   action of the Board of Directors of the Company, or by the 
  Termination     Human Resources Committee of the Board. The Company may,
                  at any time, terminate the Plan as to its employees. 
                  The Company may not, however, reduce any benefit payment to a
                  participant based on deferrals already made, without the
                  participant's consent. Plan amendments adopted pursuant to
                  this section shall govern all Deferred Compensation Agreements
                  and Deferred Benefit Accounts uniformly except to the extent
                  otherwise specifically provided by such amendment.


  Construction    The Plan is to be construed under the laws of the State of
  ------------    Wisconsin.

                                       75

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------


  Binding         This Plan is binding upon the Company and participants and
  -------         their respective successors, assigns, heirs, executors, and
  Agreement       beneficiaries.       
  ---------       
                
                  
                  

  (Rev. 11/18/93 - g)

                                       76

 
  HARLEY-DAVIDSON, INC.

  DEFERRED COMPENSATION PLAN SPECIFICATIONS
  -----------------------------------------


                                   SCHEDULE A
                                   ----------
     Assumptions:
 
         X is healthy and under age 45.
         X elects to defer $10,000/year for 7 years.
         X's pre-retirement benefit is             $10,000 x 7 years = $ 70,000 
         Times Deferral Commitment Multiple                                 x 5
                                                                       --------
         Pre-retirement Benefit                                        $350,000
 
     Further Assume:
 
         After 4 years of deferral X stops contributing either because of 
         hardship or change of control event.
 
         X's adjusted pre-retirement benefit is based on his actual deferrals:
                                                   $10,000 x 4 years = $ 40,000
         Times Deferral Multiple Commitment                                 x 5
                                                                       --------

         Pre-retirement Benefit                                        $200,000

     Further Assume:

         After 4 years of deferral X did not stop all deferrals but had them
         reduced by one-half due to hardship.
           
         X's adjusted pre-retirement benefit is based on his actual deferrals:
                                                    $5,000 x 7 years = $ 35,000
                                                                            x 5
                                                                       --------
                                                                       $175,000

         PLUS                                                          

                                                    $5,000 x 4 years = $ 20,000
                                                                            x 5
                                                                       --------
                                                                       $100,000

            Total Adjusted Pre-retirement Benefit                      $275,000
                                                                       ========

                                       77

 
                                   SCHEDULE B
                                   ----------

  Change of Control Event means any one of the following:

  (a)  Continuing directors no longer constitute at least 2/3 of the directors
       of Harley-Davidson, Inc. (the "Corporation");

  (b)  Any person or group of persons (as defined in Rule 13d-5 under the
       Securities Exchange Act of 1934), together with its affiliates, become
       the beneficial owner, directly or indirectly, of 20% of the Corporation's
       then outstanding Common Stock or 20% or more of the voting power of the
       Corporation's then outstanding securities entitled generally to vote for
       the election of the Corporation's directors;

  (c)  The approval by the Corporation's stockholders of the merger or
       consolidation of the Corporation with any other corporation, the sale of
       substantially all of the assets of the Corporation or the liquidation or
       dissolution, of the Corporation, unless, in the case of a merger or
       consolidation, the then continuing directors in office immediately prior
       to such merger or consolidation will constitute at least 2/3 of the
       directors of the surviving corporation of such merger or consolidation
       and any parent (as such term is defined in Rule 12b-1 under the
       Securities Exchange Act of 1934) of such corporation; or
                            
  (d)  At least 2/3 of the then continuing directors in office immediately prior
       to any other action proposed to be taken by the Corporation's
       stockholders or by the Corporation's Board of Directors determines that
       such proposed action, if taken, would constitute a change of control of
       the Corporation and such action is taken.

                                       78

 
  DESCRIPTION OF SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS      Exhibit 10.9
         
  The Board of Directors of the Company has established certain supplemental
  retirement arrangements for certain executive officers of the Company.
  Pursuant to these arrangements, (1) the Company will pay executive officers
  amounts that would have been payable under the Retirement Annuity Plan for
  Salaried Employees of Harley-Davidson, Inc. (the "Salaried Plan") but for
  limitations imposed by the Internal Revenue Code, (2) if Messrs. Teerlink,
  Bleustein, Gelb, Gray and Ziemer retire at or after age 55 with 15 years of
  service, they will be entitled to receive a yearly retirement benefit payment
  equal to 35% of their final average earnings at age 55 increasing in equal
  increments to 50% of final average earnings at age 62, reduced by the amount
  of any Company pension or other defined benefit plan payments and by the
  amount of certain social security benefits, and (3) Messrs. Teerlink and Gelb
  have been credited with 5 and 6 additional years of service for purposes of
  the Salaried Plan and the above supplemental retirement arrangements.

                                       79

 
                                                                   Exhibit 10.10

            FORM OF SPLIT DOLLAR LIFE INSURANCE AGREEMENT (The Plan)
            --------------------------------------------------------


     THIS AGREEMENT is entered into this ______, by and between HARLEY-DAVIDSON,
  INC., a Wisconsin Corporation ("Company") and ____, residing at ________ (the
  "Executive").

     WHEREAS, the Company has agreed to provide certain life insurance benefits
  to the Executive equal to three times the Executive's Base Compensation, as
  defined herein; and

     WHEREAS, the Company heretofore has provided such life insurance benefits
  through group term life insurance; and

     WHEREAS, all parties believe that it is in their best interests to replace
  such term insurance Policy with both a term and a whole life policy on the
  Executive's life; and

     WHEREAS, the parties believe that it is in the best interest of the
  Executive to be able to name the beneficiary under the Policy with respect to
  the insurance proceeds as described herein, but to vest all other incidents of
  ownership of the Policy in the Company.

     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

                               SECTION 1.  POLICY
                               ------------------

     Effective _____, the Company shall procure policies (the "Policy") on the
  life of the Executive.

                         SECTION 2.  EXECUTIVE'S RIGHTS
                         ------------------------------

     The Executive's rights under the Policy shall be limited to the right to
  have his beneficiary(ies) (or estate, if there is no effective designation of
  beneficiary(ies) as of the date of his death) to receive a specified portion
  of the proceeds thereof upon the Executive's death and the right to designate
  and change the direct and contingent beneficiary(ies) with respect to each
  such specified portion of the proceeds, subject to the terms of the Policy.
  The rights of the Executive hereunder may not be assigned or alienated, except
  with the prior written consent of the Company.

     The amount of such specified portion of the proceeds shall be equal to
  three times the Executive's Annual Base Salary (excluding bonus).

                 SECTION 3.  RIGHTS AND OBLIGATIONS OF COMPANY
                 ---------------------------------------------

     Except as provided in Section 2 hereof, the Company shall be the owner of
  the Policy and shall possess all of the rights in and under such Policy.  Such
  rights shall include, but shall not be limited to, the right with respect to
  the split dollar policy, to apply Policy dividends in the manner determined by
  the Company, the right to borrow against the cash value of the Policy, the
  right to assign, pledge, transfer or exchange the Policy, and the right to
  receive any proceeds under the Policy in excess of those described in Section
  2 hereof; provided, however, that in no event may the exercise of any such
  rights by the Company impair the benefits due to the Executive under Section
  2, except with prior written consent of the Executive or except as otherwise
  provided in this Agreement.
                                     
     The Company shall pay each premium under the Policy as it becomes due.

                                       80

 
                               SECTION 4.  TAXES
                               -----------------

     The Company shall "gross up" the pay of the Executive in respect of each
  calendar year or partial calendar year during which this Agreement is in
  effect, by the amount of any federal or state income taxes required to be paid
  by the Executive by the reason of the current economic benefit derived by him
  under the Policy pursuant to Section 2, hereof.

     Except as provided in the foregoing paragraph, the Company shall have no
  responsibility or liability for any estate or other taxes that may become due
  as a consequence of the Executive's rights under this Agreement or the Policy.

                         SECTION 5.  TERM OF AGREEMENT
                         -----------------------------

     This Agreement may be terminated without any liability to the Company by
  the Executive Committee of the Motorcycle Division of Harley-Davidson (the
  "Committee") at any time in its sole discretion.  Unless so terminated by the
  Committee, or unless extended by mutual written agreement of the parties
  hereto, this Agreement shall remain in force so long as the Executive remains
  employed with the Company including all subsidiaries of Harley-Davidson, Inc.
  Upon Termination of employment, all rights of the Executive under Section 2
  and under the Policy shall cease.  Notwithstanding the foregoing, the Company,
  in its sole discretion (but subject to any applicable terms of the Policy),
  may offer the Executive the right to purchase the Policy upon the termination
  of this Agreement, at a price determined by the Company.

                     SECTION 6.  AMENDMENT AND TERMINATION
                     -------------------------------------

     This Agreement may only be amended in writing, signed by the Executive and
  an officer of the Company other than the Executive.  This Agreement may be
  terminated at any time without liability by either party and without the
  consent of the other, by giving 30 days advance written notice thereof.

                              SECTION 7.  NOTICES
                              -------------------

     Any notice hereunder shall be in writing and hand delivered or mailed,
  postage pre-paid, certified or registered mail, return receipt requested.  Any
  notice that is mailed from the Company to the Executive shall be mailed to the
  address set forth above or to the most recent home address of the executive
  that is on file with the Company.  The Executive shall promptly notify the
  Company of any change of address.  Any notice that is mailed from the
  Executive to the Company shall be mailed to the Vice President, Human
  Resources, Harley-Davidson, Inc., 3700 West Juneau Avenue, Milwaukee,
  Wisconsin 53208.

                        SECTION 8.  ENTIRE UNDERSTANDING
                        --------------------------------

     This Agreement contains the entire understanding of the parties with regard
  to the subject matter, and the parties acknowledge that there are no
  representations, warranties or covenants of either party, express or implied,
  except as expressly set forth herein.

                           SECTION 9.  BINDING EFFECT
                           --------------------------

     This Agreement shall bind in benefit the parties hereto in their successors
  and assigns.
  
                                       81

 
                             SECTION 10.  WAIVERS
                             --------------------

     The failure of either party to complain of any act or omission on the part
  of the other party or any waiver, express or implied, of any breach of any of
  the provisions of this Agreement, shall not be deemed a waiver of the party's
  right to complain of any subsequent act, omission or breach.

                           SECTION 11.  SEVERABILITY
                           -------------------------

     The invalidity of any provision of this Agreement, as determined by a court
  of competent jurisdiction, shall in no way affect any other provision of this
  Agreement as long as the performance by either party of its obligations under
  this Agreement is not eliminated by such determination.

                           SECTION 12.  RATIFICATION
                           -------------------------

     Nothing contained in this Agreement shall be construed as an employment
  agreement between Harley-Davidson, Inc. and the Executive.  Therefore, nothing
  contained in the Plan or otherwise shall interfere with or limit in any
  respect whatsoever, the right of the Company or any subsidiary, branch,
  affiliate or division thereof to terminate the employment of any participant
  in this Plan, for any reason and at any time, nor confer upon any Plan
  participant any right to continue in the employ of the Company or any
  subsidiary, branch, affiliate or division thereof.

                        SECTION 13.  DUPLICATE ORIGINALS
                        --------------------------------

     This Agreement shall be executed in duplicate, and both copies of the
  Agreement shall be deemed originals.

                           SECTION 14.  GOVERNING LAW
                           --------------------------

     This Agreement shall be governed by and construed in accordance with the
  laws of the State of Wisconsin.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
  and year first above written.

                                    Harley-Davidson, Inc.
                                    By:

                                    --------------------------------------------
                                    OFFICER/  TITLE



                                    --------------------------------------------
                                    EXECUTIVE

                                       82

 
                                                          Exhibit 11

                             HARLEY-DAVIDSON, INC.

                    COMPUTATION OF EARNINGS PER COMMON SHARE
                              ASSUMING NO DILUTION
                                  (Unaudited)

                    (In thousands, except per share amounts)


                                                               Year Ended December 31,
                                                                1993      1992      1991
                                                            --------   -------   -------
                                                                        
 Computation of net income (loss)
 --------------------------------
 Income before extraordinary item and accounting changes    $ 18,443   $54,173   $36,972
 Extraordinary item, net of tax                                    -      (388)        -
 Accounting changes, net of tax                              (30,328)        -         -
                                                            --------   -------   -------
 Net income (loss) used in computing earnings
  per common share assuming no dilution                     $(11,885)  $53,785   $36,792
                                                            ========   =======   =======
 
 
 Weighted average common shares outstanding and shares
  used in computing earnings (loss) per common share
  assuming no dilution                                        37,950    35,889    35,580
                                                            ========   =======   =======
 
 Earnings (loss) per common share assuming no dilution:
  Income before extraordinary item and accounting changes   $    .49   $  1.51   $  1.04
  Extraordinary item, net of tax                                   -      (.01)        -
  Accounting changes, net of tax                                (.80)        -         -
                                                            --------   -------   -------
  Net income (loss)                                         $   (.31)  $  1.50   $  1.04
                                                            ========   =======   =======


                                       83

 
                             HARLEY-DAVIDSON, INC.

                   COMPUTATION OF EARNINGS PER COMMON SHARE
                            ASSUMING FULL DILUTION
                                  (Unaudited)
                   (In thousands, except per share amounts)



                                                             Year Ended December 31,
                                                            1993       1992      1991 
                                                            ----       ----      ----
                                                                      
Computation of net income (loss)
- ---------------------------------
Income before extraordinary item and accounting changes   $ 18,443   $54,173   $36,972
Interest expense on Harley-Davidson, Inc. 7 1/4%
  convertible subordinated debentures outstanding,    
  net of tax                                                     -     1,538     1,691
                                                          --------   -------   -------
Income used in computing earnings per common share
  assuming full dilution before extraordinary item
  and accounting changes                                    18,443    55,711    38,663
Extraordinary item, net of tax                                   -      (388)        -
Accounting changes, net of tax                             (30,328)        -         -
                                                          --------   -------   -------
Net income (loss) used in computing earnings per
  common share assuming full dilution                     $(11,885)  $55,323   $38,663
                                                          ========   =======   =======
 
 
Computation of shares
- ---------------------
Weighted average common shares outstanding                  37,950    35,889    35,580
Incremental shares created assuming exercise at the
  beginning of the period of stock options outstanding
  at the end of the period using period-end market
  price when higher than average                                 -*      611       550
Shares issuable upon conversion of outstanding Harley-
  Davidson, Inc. 7 1/4% convertible subordinated
  debentures                                                     -     1,756     1,832
                                                            ------    ------    ------
Shares used in computing earnings (loss) per common
  share assuming full dilution                              37,950    38,256    37,962
                                                            ======    ======    ======
 
Earnings (loss) per common share assuming full dilution:
  Income before extraordinary item                           $ .49     $1.46     $1.02
  Extraordinary item, net of tax                                 -      (.01)        -
  Accounting changes, net of tax                              (.80)        -         -
                                                             -----     -----     -----
  Net income (loss)                                          $(.31)    $1.45     $1.02
                                                             =====     =====     =====

* Earnings (loss) per common share assuming full dilution generally includes the
  dilutive effect of outstanding stock options. During 1993, the effect of stock
  options had an antidilutive effect and, accordingly, was excluded from the
  calculations.

                                       84

 
                                                                      Exhibit 22
                                                                      ----------


                             HARLEY-DAVIDSON, INC.

                                  SUBSIDIARIES

 
 
                                                      State/Country
                                                            of
      Name                                            Incorporation
      ----                                            -------------
                                                     
  Harley-Davidson Transportation Co., Inc.            Delaware
  Harley-Davidson Foreign Sales Corporation           Barbados
  Cycom Business Systems, Inc.                        Ohio
  Harley-Davidson Holding Co., Inc.                   Delaware
    Harley-Davidson GmbH                              Germany
    Harley-Davidson Japan, KK                         Japan
    Harley-Davidson UK, Limited                       England
  Holiday Rambler Corporation                         Indiana
     Utilimaster Corporation                          Indiana
     Holiday Holding Corp.                            Texas
       Holiday World, Inc.                            Indiana
       Holiday World, Inc.                            Washington
       Holiday World, Inc.                            Texas
       Holiday World, Inc.                            Florida
       Holiday World, Inc.                            New Mexico
       Holiday World, Inc.                            Oregon
       Holiday World, Inc.                            California
       RV Holiday World, Inc.                         Massachusetts
 

                                       85

 
                                                                    Exhibit  23 
  


  Consent of Ernst & Young, Independent Auditors



  We consent to the incorporation by reference in the Registration Statements
  (Form S-8 No. 33-33449, No. 33-35311, and No. 33-48581) pertaining to (a) the
  Harley-Davidson, Inc. 1986 Stock Option Plan and the Harley-Davidson, Inc.
  1988 Stock Option Plan; (b) the Harley-Davidson, Inc. Thrift Incentive Plan
  for Salaried Employees, the Harley-Davidson, Inc. Thrift Incentive Plan for
  Milwaukee and Tomahawk Hourly Bargaining Unit Employees, and the Holiday
  Rambler Corporation Employees Retirement Plan; and (c) the Harley-Davidson,
  Inc. 1990 Stock Option Plan of our report dated January 28, 1994, with respect
  to the consolidated financial statements and schedules of Harley-Davidson,
  Inc. included in this Annual Report (Form 10-K) for the year ended 
  December 31, 1993.



                                                                   ERNST & YOUNG

  Milwaukee, Wisconsin
  March 29, 1994

  

                                       86