1
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

TITAN WHEEL INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

TITAN WHEEL INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

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

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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Titan Logo
Titan Wheel International, Inc.
2701 Spruce Street
Quincy, Illinois 62301

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 22, 1997

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of Titan Wheel International, Inc., an
Illinois corporation ("Titan" or the "Company"), will be held at the Wyndham
Garden, 8600 Merriman Road, Romulus, MI 48174 on May 22, 1997, at 11:00 a.m.
Eastern Standard time, for the following purposes:

1. To elect two Directors to serve for three year terms and until their
successors are elected and qualified;

2. To consider and act upon a proposal of the Board of Directors to amend
the Articles of Incorporation of the Company to change the name of the
Company to Titan International, Inc.;

3. To ratify the selection of Price Waterhouse LLP as independent auditors
for 1997; and

4. To transact such other business as may properly come before the meeting.

Only stockholders whose names appear of record at the Company's close of
business on March 28, 1997 are entitled to receive notice of and to vote at the
Annual Meeting or any adjournments thereof.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. STOCKHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY EXPENSE AND
DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE PRESENCE, IN PERSON OR
BY PROPERLY EXECUTED PROXY, OF A MAJORITY OF THE COMMON STOCK OUTSTANDING ON THE
RECORD DATE IS NECESSARY TO CONSTITUTE A QUORUM AT THE ANNUAL MEETING.

By Order of the Board of Directors,

CHERI T. HOLLEY
Secretary

Quincy, Illinois
April 7, 1997
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PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TITAN WHEEL INTERNATIONAL, INC.

MAY 22, 1997

This Proxy Statement is being furnished to the stockholders of Titan Wheel
International, Inc. ("Titan" or the "Company") in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company for
use at the annual meeting of stockholders (the "Annual Meeting") to be held on
May 22, 1997 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting, and at any adjournment or postponement of
that meeting. This Proxy Statement and accompanying form of proxy will be first
mailed to stockholders on or about April 7, 1997.

VOTING

Holders of shares of common stock (the "Common Stock") of the Company at
its close of business on March 28, 1997 (the "Record Date") will be entitled to
receive notice of and vote at the Annual Meeting. On the Record Date, 21,713,863
shares of Common Stock were outstanding. Holders of Common Stock (the "Common
Stockholders") are entitled to one vote per share of Common Stock they held of
record on the Record Date on each matter that may properly come before the
Annual Meeting.

A plurality of the votes of Common Stockholders cast at the Annual Meeting
is required for the election of each Director. Ratification of the selection of
independent auditors requires the affirmative vote of a majority of the shares
of Common Stock present in person or represented by proxy at the Annual Meeting.
Approval of the proposed amendment requires the affirmative vote of two-thirds
of the outstanding shares of Common Stock entitled to vote at the Annual
Meeting. Abstentions are counted in the number of shares present in person or
represented by proxy for purposes of determining whether Proposal III has been
approved, and so are equivalent to votes against Proposal III, whereas, broker
non-votes are not counted for such purposes. Broker non-votes and abstentions,
however, will both be equivalent to votes against the amendment in Proposal II.

Stockholders of record on the Record Date are entitled to cast their votes
in person or by properly executed proxy at the Annual Meeting. The presence, in
person or by properly executed proxy, of a majority of the Common Stock
outstanding on the Record Date is necessary to constitute a quorum at the Annual
Meeting. If a quorum is not present at the time the Annual Meeting is convened,
the Company may adjourn or postpone the Annual Meeting.

All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked will
be voted at the Annual Meeting in accordance with the instructions indicated in
such proxies. If no instructions are indicated, such proxies will be voted FOR
the election of the Board's director nominees and FOR Proposal II and Proposal
III. The Board of Directors of the Company does not know of any matters, other
than the matters described in the Notice of Annual Meeting attached to this
Proxy Statement, that will come before the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. A stockholder may revoke a proxy at
any time prior to its exercise by filing with the Secretary of Titan a duly
executed revocation or proxy bearing a later date or by voting in person at the
meeting. Attendance at the Annual Meeting will not of itself constitute
revocation of a proxy. Any written notice revoking a proxy should be sent to:
Corporate Secretary, Titan Wheel International, Inc., 2701 Spruce Street,
Quincy, Illinois 62301.
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COST OF PROXY SOLICITATION

The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone, facsimile transmission or telegraph, by Directors, officers or
regular employees of the Company or persons employed by the Company for the
purpose of soliciting proxies. It is contemplated that brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the soliciting
material to the beneficial owners of Common Stock held of record by such
persons, and will be reimbursed by the Company for expenses incurred therewith.

PROPOSAL I.

ELECTION OF DIRECTORS

The Company's Bylaws provide for three classes of directors of
approximately equal numbers designated as Class I, Class II and Class III. Each
Director is elected for a three year term and the term of each Class expires in
a different year. The nominees for election as Class III directors are: Erwin H.
Billig and Anthony L. Soave, each of whom is a current Director of the Company.
Each of the nominees has consented to serve as a director if elected.

In the unexpected event that any of the nominees for director should before
the Annual Meeting become unable to serve, if elected, it is intended that
shares represented by proxies which are executed and returned will be voted for
such substitute nominees as may be recommended by the Company's existing Board
of Directors.

The following biographical information is furnished with respect to each of
the two nominees for election at the Annual Meeting and each other Director
whose term will continue after the Annual Meeting.

TERM EXPIRATION POSITIONS WITH
NOMINEES FOR ELECTION DATE AGE DIRECTOR SINCE THE COMPANY
--------------------- --------------- --- -------------- --------------

CLASS III DIRECTORS
Erwin H. Billig....................... 2000 70 1992 Chairman of the Board
and Director
Anthony L. Soave...................... 2000 57 1994 Director

ERWIN H. BILLIG -- Mr. Billig has been Vice Chairman of MascoTech, Inc. (a
manufacturer of transportation, architectural and other industrial products)
since October, 1992, and served as the President and Chief Operating Officer of
MascoTech, Inc. from 1986 to September, 1992. Mr. Billig is also a director of
MascoTech, Inc. and Etico Ltd.

ANTHONY L. SOAVE -- Mr. Soave is the President, Chief Executive Officer and
founder of Detroit based City Management Corporation, an integrated
environmental service company operating nationwide.

RICHARD M. CASHIN, JR. -- Mr. Cashin is the President of Citicorp Venture
Capital, Ltd., and has been employed by Citicorp Venture Capital since 1980. Mr.
Cashin is also a director of Levitz Furniture Co., the Hoover Group, Cable
Systems International, and Delco Remy America. Mr. Cashin, who is 44 years old,
became a Class II Director in 1994 and his term expires in 1999.

ALBERT J. FEBBO -- Mr. Febbo is the Vice President of Corporate Marketing
for the General Electric Corporation where he has held executive positions since
March, 1987. Mr. Febbo, who is 58 years old, became a Class II Director in 1993
and his term expires in 1999.

EDWARD J. CAMPBELL -- Mr. Campbell, now retired, was employed for 27 years
by Tenneco. He spent 13 of those years as President of Newport News Shipbuilding
Company and 14 years at JI Case, three of those (1992-94) as President. Mr.
Campbell is currently a director of Global Marine, Inc. and Zurn Industries. Mr.
Campbell, who is 69 years old, became a Class I Director in 1995 and his term
expires in 1998.

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MAURICE M. TAYLOR, JR. -- Mr. Taylor has been the President and Chief
Executive Officer and Director of Titan Wheel International, Inc. since 1990,
when Titan was acquired in a management-led buyout by investors, including Mr.
Taylor. Prior thereto, Mr. Taylor had a significant role in the development of
the Company. Mr. Taylor, who is 52 years old, became a Class I Director in 1990
and his term expires in 1998.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE BOARD OF
DIRECTORS' SLATE OF NOMINEES STANDING FOR ELECTION.

DIRECTORS FEES

Titan pays its non-employee directors a fee of $500 for each Board or
committee meeting attended. Titan also reimburses out-of-pocket expenses related
to the directors' attendance at such meetings. In addition, in March 1994 the
Board adopted the 1994 Non-Employee Director Stock Option Plan to provide for
grants of stock options as a means of attracting and retaining highly qualified
independent directors for the Company. No more than 225,000 shares of the
Company's Common Stock may be issued under the Plan. Options granted under the
Plan totaled 45,000 during 1996. The options granted in 1996 are exercisable at
a price of $16.00 per share, and expire 10 years from the date of grant. Such
options vest and become exercisable immediately. In addition, Titan pays Mr.
Billig, the Chairman of the Board, an annual fee of $100,000 to carry out his
responsibilities which include significant operational matters, as well as
corporate development matters. The Company does not have any other consulting
contracts or arrangements with any of its directors.

COMMITTEES

The Board of Directors has established the following committees of the
Board: (i) Audit and Oversight Committee (consisting of Messrs. Cashin, Febbo,
Soave and Campbell), (ii) Compensation Committee (consisting of Messrs. Billig,
Cashin, Febbo, Soave and Campbell) and (iii) Executive Committee (consisting of
Messrs. Billig, Cashin, Soave and Taylor). The Company does not have a standing
nominating committee. The Board of Directors selects nominees for election as
directors.

The Audit and Oversight Committee, which met three times in 1996,
recommends to the Board independent auditors to perform audit and non-audit
services, reviews the scope and results of such services, reviews with
management and the independent auditors any recommendations of the auditors
regarding changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reports to the Board after each
Audit and Oversight Committee meeting.

The Compensation Committee, which met twice in 1996, reviews and recommends
to the Board the salaries and all other forms of compensation of the Company's
officers.

During 1996, there were 4 meetings of the Board of Directors. All Directors
attended 75% or more of the aggregate number of meetings of the Board and
applicable committees.

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6

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation
received by the Company's Chief Executive Officer and other executive officers
whose aggregate annual salary and bonuses exceeded $100,000 during 1996.

Summary Compensation Table

LONG TERM
COMPENSATION
NAME AND PRINCIPAL ANNUAL COMPENSATION AWARDS SECURITIES
POSITION AS OF -------------------- UNDERLYING ALL OTHER
DECEMBER 31, 1996 YEAR SALARY BONUS OPTIONS/SAR'S(#) COMPENSATION
------------------ ---- ------ ----- ----------------- ------------

Maurice M. Taylor, Jr............... 1996 $300,000 $300,000 37,500 $26,875(a)
President and Chief 1995 300,000 -0- 1,844(a)
Executive Officer(b) 1994 300,000 210,000 1,500(a)

Michael R. Samide................... 1996 $225,000 $225,000 14,070 $58,794(a)(c)
Vice President & 1995 225,000 -0- 9,495(a)
Chief Operating Officer 1994 225,000 100,000 7,012(a)

Cheri T. Holley..................... 1996 $125,000 $ 25,000 3,130 $18,545(a)
Vice President Secretary 1995 100,000 25,000 7,586(a)
and General Counsel(b) 1994 70,833 21,250 425(a)

Kent W. Hackamack................... 1996 $125,000 $ 25,000 3,130 $17,742(a)
Vice President of Finance 1995 89,025 25,000 6,475(a)
and Treasurer 1994 40,000 10,000 400(a)

- -------------------------
(a) Includes one or more of the following: 401(k) matching contribution, car
allowance, life insurance, and vacation pay.

(b) The President and Secretary are brother and sister.

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OPTIONS GRANTED IN 1996:

The following table summarizes options granted during 1996, and the values
of options outstanding on December 31, 1996, for the executive officers named
above.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT AT ASSUMED ANNUAL RATES OF
SECURITIES OF TOTAL STOCK PRICE APPRECIATION FOR
UNDERLYING OPTIONS/ OPTION TERM(B)
OPTIONS/SARS SARS GRANTED EXERCISE EXPIRATION -----------------------------
NAME GRANTED(A) TO EMPLOYEES PRICE DATE 5% 10%
---- ------------ ------------ -------- ---------- -- ---

Maurice M. Taylor, Jr. ..... 37,500 32.7% $16.00 Jan., 2006 $ 412,356 $ 1,013,506
Michael R. Samide........... 14,070 12.3% 16.00 Jan., 2006 154,716 380,267
Cheri T. Holley............. 3,130 2.7% 16.00 Jan., 2006 34,418 84,594
Kent W. Hackamack........... 3,130 2.7% 16.00 Jan., 2006 34,418 84,594
------ ----- ------ ---------- ------------ --------------
All Shares Outstanding(c)... $716,127,269 $1,141,372,024

- -------------------------
(a) All options were granted on January 30, 1996. Forty percent of the options
will become exercisable on December 31, 1997 and an additional 20% will
become exercisable on each of December 31, 1998, 1999 and 2000,
respectively.

(b) Potential realizable value is based on the assumption that the common stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the ten-year option term. The numbers are
calculated based on the requirements promulgated by the Securities and
Exchange Commission. The actual value, if any, an executive may realize will
depend on the excess of the stock price over the exercise price on the date
the option is exercised (if the executive were to sell the shares on the
date of exercise) so there is no assurance that the value realized will be
at or near the potential realizable value as calculated in this table.

(c) All shares outstanding represent the increase in total Company shareholder
value if the stock price and assumed rates used in the stock option
assumptions are achieved multiplied by the number of shares outstanding at
the end of fiscal 1996 (26,526,992).

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES VALUE OPTION/SARS AT FISCAL YEAR END(#) SARS/FISCAL YEAR($)
NAME ACQUIRED REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- -------- --------------------------------- -------------------------

Maurice M. Taylor, Jr. ... 0 N/A 54,000/91,500 $88,560/$88,560
Michael R. Samide......... 6,300 $28,838 11,250/32,520 18,450/30,258
Cheri T. Holley........... 0 N/A 1,280/ 5,050 2,099/ 3,149
Kent W. Hackamack......... 0 N/A 968/ 4,582 1,588/ 2,381

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REPORT OF COMPENSATION COMMITTEE

The Compensation and Employee Benefits Committee of the Board of Directors
(the "Committee"), composed of five independent non-employee directors,
administers the executive compensation program. None of such members is or has
been an officer or employee of the Company. The Committee passes on all material
issues relating to executive compensation.

The philosophy of the Committee as it relates to executive compensation is
that the Chief Executive Officer (CEO) and other executive officers should be
compensated at competitive levels sufficient to attract, motivate and retain
talented executives who are capable of leading the Company in achieving their
business objectives in an industry facing increasing competition and change.

Annual compensation for the Company's senior management consists of base
salary and, when appropriate, bonus compensation. Salary levels of Company
executives are reviewed and are normally adjusted annually, and any bonuses are
normally awarded annually. In determining appropriate salaries, the Committee
considers: (1) The CEO's recommendations as to compensation for all other
executive officers; (2) the scope of responsibility, experience, time and
position and individual performance of each officer, including the CEO; and (3)
compensation levels of other companies in the industry. The Committee's analysis
is a subjective process which utilizes no specific weighing or formula of the
aforementioned factors in determining executive's base salaries.

The Committee considers bonus compensation to be its primary motivational
method for encouraging and rewarding outstanding individual performance,
especially for the Company's senior management and overall performance by the
Company. Awards under the Company's bonus plan are granted by the Committee
based primarily upon: (1) performance of the Company, (2) performance of the
individual and (3) recommendation of the CEO. The purpose of the bonus plan is
to provide a special incentive to maximize his or her individual performance and
the overall performance of the Company.

In determining the total compensation package for the CEO for 1996, the
Committee considered all of the factors discussed above. Additionally, the
Committee considered the Company's profitability, the success of the Company's
facilities in surpassing their objectives, the extent and timing of the
additions to the Company during the year, the quality and efficiency of the
Company's staff, and certain other factors relating to the Company's
performance.

Members of the Compensation
Committee:

Erwin H. Billig, Chairman
Edward J. Campbell
Richard M. Cashin, Jr.
Albert J. Febbo
Anthony L. Soave

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STOCKHOLDER PERFORMANCE GRAPH

The following graph compares the percentage change in the Company's
cumulative total stockholder return on Common Stock as quoted on the NASDAQ
National Market System beginning with May 19, 1993 (the date of Titan's initial
public offering) and by the New York Stock Exchange beginning March 23, 1994,
with the cumulative total return, assuming reinvestment of dividends, of (i) the
Standard & Poor's Machinery Diversified Industrials Index and (ii) The Standard
& Poor's 500 Stock Index. The Common Stock is currently traded on the New York
Stock Exchange under the symbol TWI.

TITAN WHEEL INTERNATIONAL, INC.
CUMULATIVE TOTAL RETURN SINCE INITIAL PUBLIC OFFERING(1)
05/19/93 -- 12/31/96

MEASUREMENT PERIOD TITAN WHEEL S&P MACHINERY STANDARD & POOR'S
(FISCAL YEAR COVERED) INTERNATIONAL, INC. DIVERSIFIED 500 STOCK INDEX
INDUSTRIALS INDEX

5/19/93 100.0 100.0 100.0
6/30/93 120.3 106.9 100.0
12/31/93 165.9 122.7 103.5
6/30/94 156.9 115.9 98.6
12/30/94 180.5 114.9 101.9
6/30/95 251.2 139.6 102.9
12/29/95 237.8 140.1 136.7
6/30/96 236.0 156.5 150.0
12/31/96 186.6 172.3 164.4

(1) The Common Stock was sold to the public in the Company's initial public
offering on May 19, 1993 and trading commenced immediately on the NASDAQ
National Market System. The starting point of the graph is based on the
initial public offering price of $6.67 per share.

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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Under the securities laws of the United States, the directors and executive
officers of the Company and the persons who own more than 10% of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission and to the New York Stock Exchange. Specific due dates for
these reports have been established, and the Company is required to disclose in
this proxy statement any late filings during 1996. To the Company's knowledge,
based solely on its review of the copies of such reports required to be
furnished to the Company during 1996, all of these reports were timely filed.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 28, 1997 by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each director and nominee for director, (iii) each of the
named executive officers and (iv) all directors and executive officers as a
group.

SHARES BENEFICIALLY OWNED
----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER(A) PERCENT(B)
------------------------------------ --------- ----------

Masco Tech, Inc............................................. 3,315,852 15.3%
21001 Van Born Road
Taylor, MI 48180
399 Venture Partners, Inc. ................................. 2,031,112 9.4%
399 Park Avenue
New York, New York 10043
Maurice M. Taylor, Jr. ..................................... 1,888,178(c,d) 8.7%
2701 Spruce St.
Quincy, Il 62301
Mellon Bank Corporation..................................... 1,665,000(e) 7.7%
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258
Erwin H. Billig............................................. 69,975(d) *
Anthony L. Soave............................................ 69,750(d) *
Richard M. Cashin, Jr....................................... 65,179(d) *
Albert J. Febbo............................................. 24,750(d) *
Edward J. Campbell.......................................... 11,250(d) *
Michael R. Samide........................................... 11,250(d) *
Cheri T. Holley............................................. 1,280(d) *
Kent W. Hackamack........................................... 968(d) *
All Executives Officers and Directors as a Group (9
persons).................................................. 2,142,580(d) 9.8%

- -------------------------
* Less than one percent.

(a) Except for voting powers held jointly with a person's spouse, represents
sole voting and investment power unless otherwise indicated.

(b) As of March 28, 1997, 21,713,863 shares were outstanding. Common Stock not
outstanding which can be acquired through the exercise of options within 60
days by a shareholder named in the table is deemed outstanding for the
purpose of computing the percentage of outstanding Common Stock owned by
such shareholder, but is not deemed outstanding for the purpose of computing
the percentage of Common Stock owned by any other shareholder.

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11

(c) Includes 1,798,000 shares held jointly by Mr. Taylor and his wife as to
which they share voting and dispositive power. Also includes 36,178 shares
held by Mr. Taylor as to which he has sole voting and dispositive power.

(d) Includes shares subject to options exercisable within 60 days as follows:
Mr. Taylor, 54,000 shares; Mr. Billig, 24,750 shares; Mr. Soave, 24,750
shares; Mr. Cashin, 24,750 shares; Mr. Febbo, 24,750 shares; Mr. Samide,
11,250 shares; Mr. Campbell, 9,000 shares; Ms. Holley, 1,280 shares; Mr.
Hackamack, 968 shares; and all executive officers and directors as a group,
175,498 shares.

(e) Based on information contained in Schedule 13G of Mellon Bank dated January
28, 1997.

PROPOSAL II.

PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE
THE COMPANY'S NAME

The Board of Directors has recommended an amendment to the Company's
Articles of Incorporation to change the name of the Company to "Titan
International, Inc.". To be adopted, the proposed amendment must receive the
affirmative vote of the entitled stockholders by at least two-thirds of the
outstanding shares of Common Stock.

The Company's name implies that Titan is only a wheel manufacturer which
has caused some confusion in recent years among investors, customers and the
media. The purpose of the name change is to more accurately describe the Company
while at the same time allowing the Company to continue to share in the Titan
heritage of growth and leadership internationally.

PROPOSAL III.

SELECTION OF AUDITORS

Price Waterhouse LLP has served the Company as independent auditors during
the year ended December 31, 1996 and also have been selected by the Board of
Directors to serve as auditors for the present year. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE STOCKHOLDERS RATIFY ITS SELECTION OF PRICE WATERHOUSE LLP AS
INDEPENDENT AUDITORS TO AUDIT THE ACCOUNTS OF THE COMPANY AND ITS SUBSIDIARIES
FOR 1997. If the stockholders fail to ratify the Board's selection of Price
Waterhouse LLP, the Board will consider this fact when selecting auditors for
1998.

Price Waterhouse LLP has served as the Company's independent auditors since
1983.

A representative of Price Waterhouse LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if he or she desires to do
so, and will be available to respond to appropriate questions which stockholders
might have.

OTHER MATTERS

Management does not intend to present to the Annual Meeting any business
other than the items stated in the "Notice of Annual Meeting of Stockholders"
and does not know of any matters to be brought before the Annual Meeting other
than those referred to above. If, however, any other matters properly come
before the Annual Meeting requiring a stockholder vote, the persons designated
as proxies will vote on each such matter in accordance with their best judgment.

Whether or not you expect to be at the Annual Meeting in person, please
sign, date and return promptly the enclosed Proxy. No postage is necessary if
the Proxy is mailed in the United States.

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12

STOCKHOLDER PROPOSALS

Any proposal to be presented at next year's Annual Meeting must be received
at the principal executive offices of the Company no later than December 10,
1997. Any such proposals should be directed to the attention of the Secretary
for consideration for inclusion in the Company's Proxy Statement and Form of
Proxy relating to the next Annual Meeting. Any such proposals must comply in all
respects with the rules and regulations of the Securities and Exchange
Commission and it is suggested that proponents of any proposals submit such
proposals to the Company sufficiently in advance of the deadline by Certified
Mail-Return Receipt Requested.

By Order of the Board of Directors,

CHERI T. HOLLEY
Secretary

10
13

NOTES
14

NOTES
15

DIRECTIONS TO WYNDHAM GARDEN HOTEL -- CONFERENCE CENTER

MAP

The Wyndham Garden Hotel is located at Detroit Metropolitan Airport off the
Merriman Road exit (#198) on I-94.
16
PROXY PROXY

TITAN WHEEL INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
MAY 22, 1997, 11:00 A.M. EASTERN STANDARD TIME
WYNDHAM GARDEN, 8600 MERRIMAN ROAD
ROMULUS, MICHIGAN

The undersigned hereby constitutes and appoints Maurice M. Taylor, Jr., and
Cheri T. Holley, and each of them, attorneys with full power of substitution,
with the powers the undersigned would possess if personally present, to vote all
shares of Common Stock of the undersigned in TITAN WHEEL INTERNATIONAL, INC., at
the Annual Meeting of Stockholders to be held on Thursday, May 22, 1997 and at
any adjournments thereof and on all matters properly coming before the meeting.

THIS PROXY WILL BE VOTED AS DIRECTED BELOW OR, IF NO DIRECTION IS
INDICATED, WILL BE VOTED FOR ITEMS 1, 2 AND 3 AND AS SAID PROXIES DEEM ADVISABLE
ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
IN THE ENVELOPE PROVIDED.

(Continued and to be signed on reverse side.)
17
TITAN WHEEL INTERNATIONAL, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3.
1. ELECTION OF DIRECTORS-- FOR WITHHOLD FOR ALL, (Except Nominee(s) written below)
Nominees for Election as Class III Director / / / / / /
to serve until 2000 Annual Meeting: _____________________________
Erwin H. Billing and Anthony L. Soave

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2. Amendment of the Articles of Incorporation / / / / / / 3. To ratify the selection of / / / / / /
to change the name of the Company to Titan Price Waterhouse LLP, as the
International, Inc. Independent auditors for 1997.

4. In their discretion, the proxy holders are authorized
to vote upon such other business as may properly come
before the meeting.

Dated:________________________, 1997

____________________________________________
Signature

(This proxy must be signed exactly as the
name appears hereon. If acting as attorney,
executor, or trustee, or in a corporate or
representative capacity, please sign name
/ / Mark here for address change and mark such change on address label. and title.)