Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2009, the Board of Directors (the "Board") of Harley-Davidson, Inc. (the "Company") approved an amendment to the By-laws of the Company to add Section 2.08 to implement a form of majority voting for directors. Section 2.08 requires that any nominee for director in an uncontested election who receives more "withheld" votes than "for" votes in his or her election must promptly tender his or her resignation to the Chairman of the Board. The Nominating and Corporate Governance Committee of the Board will promptly consider that resignation and will recommend to the Board whether to accept the tendered resignation or reject it based on all relevant factors. The Board must then act on that recommendation no later than 90 days following the date of the shareholders' meeting at which the election occurred. However, the Board may determine to extend such 90-day period by an additional period of up to 90 days if it determines that such an extension is in the best interests of the Company and its shareholders. Within four days of the Board's decision, the Company must disclose the decision in a Current Report on Form 8-K filed with the Securities and Exchange Commission that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation. These requirements do not apply in a contested election.

The foregoing description of the amendment to the By-laws of the Company is qualified in its entirety by reference to the text of the amendment to the Company's By-laws attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference and to the full text of the Company's By-laws, as so amended, which are attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.