SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Anding Julie M

(Last) (First) (Middle)
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 53208

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2019
3. Issuer Name and Ticker or Trading Symbol
HARLEY DAVIDSON INC [ HOG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, CHRO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 773.198 I By 401(k)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Common Stock 19,284 0.0000 D
Stock Option (right to buy) 02/06/2012(2) 02/06/2022 Common Stock 2,471 45.32 D
Stock Option (right to buy) 02/04/2013(2) 02/04/2023 Common Stock 2,287 51.78 D
Stock Option (right to buy) 02/04/2014(2) 02/04/2024 Common Stock 1,985 62.33 D
Stock Option (right to buy) 02/03/2015(2) 02/03/2025 Common Stock 2,066 63.49 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted on 10/24/16, 2/1/17, 2/2/18 and 2/1/19 each vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.
2. All options are currently exercisable.
Remarks:
andingpoa.txt
/s/ Paul J. Krause, as Power of Attorney 02/05/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby constitutes and 
appoints each of Paul J. Jones, Paul J. Krause and John A. Olin, or either
of them acting singly and with full power of substitution, the 
undersigned's true and lawful attorney-in-fact to:
      1. execute for and on behalf of the undersigned (in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder (the Exchange Act) and Rule 144 of the Securities Act 
of 1933, as amended (the Securities Act), in the undersigned's capacity 
as an officer or director or both of Harley-Davidson, Inc. (the Company),
any and all Form IDs, Forms 3, 4 and 5 and/or 144, and any amendments 
thereto, that are necessary or advisable for the undersigned to file under 
Section 16(a) of the Exchange Act and Rule 144 of the Securities Act 
(collectively, Documents);
      2. do and perform any and all acts for and on behalf of the 
undersigned that may be necessary or desirable to complete and execute any 
such Documents and timely file such Documents with the United States 
Securities and Exchange Commission and any stock exchange or similar authority;
      3. seek or obtain, as the undersigned's representative
 and on the 
undersigned's behalf, information on transactions in the Company's securities 
from any third party, including brokers, employee benefit plan administrators 
and trustees, and the undersigned hereby authorizes any such person to release 
any such information to each of the undersigned's attorneys-in-fact appointed 
by this Limited Power of Attorney and approves and ratifies any such release of
information; and
      4. take any other action in connection with the foregoing which, in the 
opinion of such attorney-in-fact, may be of benefit to, in the best interest 
of, 
or legally required by or for, the undersigned, it being understood that the 
documents executed by such attorney-in-fact on behalf of the undersigned 
pursuant to this Limited Power of Attorney shall be in such form and shall 
contain such information and disclosure as such attorney-in-fact may approve 
in
such attorney-in-fact's discretion. The undersigned hereby grants to each such 
attorney-in-fact full power and authority to do and perform any and every act 
and thing whatsoever required, necessary or proper to be done in the exercise 
of
any of the rights and powers herein granted, as fully to all intents and 
purposes as the undersigned might or could do if personally present, with full 
power of substitution or revocation, hereby ratifying and confirming all that 
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, 
shall lawfully do or cause to be done by virtue of this Limited Power of 
Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving 
in 
such capacity at the request and on the behalf of the undersigned, are not 
assuming, nor is the Company assuming, any of the undersigned's 
responsibilities 
to comply with, or any liability for the failure to comply with, any provision 
of 
Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Documents with respect to the 
undersigneds holdings of and transaction in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing delivered to 
each of 
the foregoing attorney-in-fact.
      IN WITNESS WHEREOF, the undersigned has executed this Limited Power of 
Attorney as of this 18th day of January, 2019.

Signed and acknowledged:

_/s/ Julie Anding________
Signature
                                                                    
Julie Anding
Printed Name