Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

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

            Wisconsin                                    39-1382325
  (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

       3700 West Juneau Avenue
        Milwaukee, Wisconsin                             53208
(Address of principal executive offices)                 (Zip Code)

        Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan
                            (Full title of the plan)

                                  Gail A. Lione
                  Vice President, General Counsel and Secretary
                              Harley-Davidson, Inc.
                             3700 West Juneau Avenue
                           Milwaukee, Wisconsin 53208
                                 (414) 343-4680
 (Name, address and telephone number, including area code, of agent for service)
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
---------------- ------------- ---------------- ------------------ ------------
  Title of         Amount      Proposed Maximum  Proposed Maximum   Amount of
Securities to      to be        Offering Price  Aggregate Offering Registration
be Registered    Registered(1)   Per Share            Price            Fee
---------------- ------------- ---------------- ------------------ ------------
Common Stock,
$.01 par value   30,000 shares   $56.40625(2)     $1,692,187.5(2)    $470.43

Preferred Stock
Purchase Rights   3,750 rights       (3)               (3)              (3)
---------------- -------------- --------------- ------------------ ------------

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
     Statement  also  covers an  indeterminate  number of  additional  shares of
     Common Stock (and related  Preferred Stock Purchase Rights) that may become
     issuable  as  a  result  of  stock  splits,  stock  dividends,  or  similar
     transactions   pursuant  to  the  anti-dilution   provisions  of  the  1998
     Non-Exempt Employee Stock Option Plan.

(2)  Estimated  pursuant to Rule 457(c) under the  Securities Act of 1933 solely
     for the purposes of calculating the  registration  fee based on the average
     of the high and low prices of Harley-Davidson, Inc. Common Stock on the New
     York Stock Exchange consolidated reporting system on March 24, 1999.

(3)  The value  attributable to the Preferred Stock Purchase Rights is reflected
     in the market price of the Common Stock to which the Rights are attached.
                           ---------------------------

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information  specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Harley-Davidson,  Inc. (the "Company")
with the Commission are hereby incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.

         2. All other  reports  filed  since  December  31,  1998 by the Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended.

         3. The  description of the Company's  Common Stock and Preferred  Stock
Purchase
Rights  contained  in  Item 4 of  the  Registration  of  Securities  of  Certain
Successor Issuers on Form 8-B, dated June 21, 1991 (File No. 1-8193),  including
any amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


                                       2
<PAGE>


Item 6.  Indemnification of Directors and Officers.

         The  Harley-Davidson,  Inc. 1998 Non-Exempt  Employee Stock Option Plan
(the "Plan") provides that, in addition to such other rights of  indemnification
as they may have as  members  of the  Board of  Directors  of the  Company  (the
"Board"),  or the Human Resources Committee of the Board (the "Committee"),  the
members of the  Committee  and the Board  shall be  indemnified  by the  Company
against all costs and expenses  reasonably  incurred by them in connection  with
any  action,  suit or  proceeding  to which  they or any of them may be party by
reason of any action taken or failure to act in  connection  with the  adoption,
administration,  amendment or  termination  of the Plan, and against all amounts
paid by them in  settlement  thereof  (provided  such  settlement is approved by
independent  legal  counsel  selected  by  the  Company)  or  paid  by  them  in
satisfaction  of a judgment in any such  action,  suit or  proceeding,  except a
judgment based upon a finding of bad faith;  provided that upon the  institution
of any such action,  suit or  proceeding a Committee or Board member  shall,  in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same before such  Committee or Board member  undertakes
to handle and defend it on such member's own behalf.

         Article V of the Company's  By-Laws requires that the Company shall, to
the fullest  extent  permitted  or required  by Sections  180.0850 to  180.0859,
inclusive,  of the Wisconsin Business  Corporation Law, including any amendments
thereto  (but in the  case  of any  such  amendment,  only  to the  extent  such
amendment permits or requires the corporation to provide broader indemnification
rights than prior to such  amendment),  indemnify  its  Directors  and  Officers
against any and all  liabilities,  and advance any and all reasonable  expenses,
incurred  thereby in any  proceedings to which any such Director or Officer is a
party  because he or she is or was a Director  or  Officer of the  Company.  The
Company  shall also  indemnify an employee who is not a Director or Officer,  to
the extent that the employee has been  successful  on the merits or otherwise in
defense of a  proceeding,  for all expenses  incurred in the  proceeding  if the
employee was a party because he or she is or was an employee of the Company. The
rights  to  indemnification  granted  under  the  By-Laws  shall  not be  deemed
exclusive  of any other rights to  indemnification  against  liabilities  or the
advancement  of expenses  which a Director,  Officer or employee may be entitled
under  any  written  agreement,  Board  resolution,  vote of  shareholders,  the
Wisconsin Business Corporation Law or otherwise.  The Company may, but shall not
be required to,  supplement  the  foregoing  rights to  indemnification  against
liabilities  and advancement of expenses under this paragraph by the purchase of
insurance on behalf of any one or more of such Directors, Officers or employees,
whether or not the Company  would be obligated to indemnify or advance  expenses
to such Director,  Officer or employee  under this  paragraph.  All  capitalized
terms used in this  paragraph  and not otherwise  defined  herein shall have the
meaning set forth in Section 180.0850 of the Wisconsin Business Corporation Law.

         The Company  maintains a liability  insurance  policy for its directors
and  officers as  permitted  by  Wisconsin  law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.


                                       3
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933, as amended;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in


                                       4
<PAGE>


this Registration  Statement shall be deemed to be a new registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Milwaukee, State of Wisconsin, on February 19, 1999.

                                   HARLEY-DAVIDSON, INC.


                                   By:  /s/ Jeffrey L. Bleustein        
                                        Jeffrey L. Bleustein
                                        Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below as of February  19, 1999,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints James M. Brostowitz,  James L. Ziemer and
Gail A. Lione, and each of them individually,  his or her  attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in  connection  therewith,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Signatures                                   Title


/s/ Jeffrey L. Bleustein              
---------------------------------     Chairman, Chief Executive Officer and
Jeffrey L. Bleustein                  Director (Principal Executive Officer)


/s/ James L. Ziemer                   
---------------------------------     Vice President and Chief Financial Officer
James L. Ziemer                       (Principal Financial Officer)


/s/ James M. Brostowitz               
---------------------------------     Vice President, Controller and Treasurer
James M. Brostowitz                   (Principal Accounting Officer)


                                       6
<PAGE>


/s/ Barry K. Allen                    Director
---------------------------------
Barry K. Allen


/s/ Richard I. Beattie                Director
---------------------------------
Richard I. Beattie


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


/s/ Donald A. James                   Director
---------------------------------
Donald A. James


/s/ Richard G. Le Fauve               Director
---------------------------------
Richard G. LeFauve


/s/ Sara L. Levinson                  Director
---------------------------------
Sara L. Levinson


/s/ James A. Norling                  Director
---------------------------------
James A. Norling


/s/ Richard F. Teerlink               Director
---------------------------------
Richard F. Teerlink


                                       7
<PAGE>


                                  EXHIBIT INDEX

        Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan

Exhibit No.                      Exhibit

(4.1)    Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan.

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

(4.3)    Amendment to Rights  Agreement dated as of June 21, 1991  (incorporated
         by  reference  herein to Exhibit 4.8 to the  Registrant's  Registration
         Statement on Form 8-B, dated June 24, 1991 (File No. 1-9183)).

(4.4)    Amendment to Rights Agreement dated as of August 23, 1995 (incorporated
         by reference herein to Exhibit 4 to the  registrant's  Quarterly Report
         on Form  10-Q  for the  period  ended  September  24,  1995  (File  No.
         1-9183)).

(4.5)    Amendment   to  Rights   Agreement   dated  as  of  February  19,  1999
         (incorporated by reference to Exhibit 4.4 to the  Registrant's  Current
         Report on Form 8-K dated February 18, 1999 (File No. 1-9183)).

(5)      Opinion of Foley & Lardner

(23.1)   Consent of Ernst & Young LLP

(23.2)   Consent of Foley & Lardner (contained in Exhibit (5) hereto)


                                       8
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{"company-data": {"conformed-name": "HARLEY DAVIDSON INC", "cik": "0000793952", "assigned-sic": "3751", "irs-number": "391382325", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75347", "film-number": "99582373"}, "business-address": {"street1": "3700 W JUNEAU AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53208", "phone": "4143424680"}}
Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

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

            Wisconsin                                    39-1382325
  (State or other jurisdiction                           (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

       3700 West Juneau Avenue
        Milwaukee, Wisconsin                             53208
(Address of principal executive offices)                 (Zip Code)

        Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan
                            (Full title of the plan)

                                  Gail A. Lione
                  Vice President, General Counsel and Secretary
                              Harley-Davidson, Inc.
                             3700 West Juneau Avenue
                           Milwaukee, Wisconsin 53208
                                 (414) 343-4680
 (Name, address and telephone number, including area code, of agent for service)
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
---------------- ------------- ---------------- ------------------ ------------
  Title of         Amount      Proposed Maximum  Proposed Maximum   Amount of
Securities to      to be        Offering Price  Aggregate Offering Registration
be Registered    Registered(1)   Per Share            Price            Fee
---------------- ------------- ---------------- ------------------ ------------
Common Stock,
$.01 par value   30,000 shares   $56.40625(2)     $1,692,187.5(2)    $470.43

Preferred Stock
Purchase Rights   3,750 rights       (3)               (3)              (3)
---------------- -------------- --------------- ------------------ ------------

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
     Statement  also  covers an  indeterminate  number of  additional  shares of
     Common Stock (and related  Preferred Stock Purchase Rights) that may become
     issuable  as  a  result  of  stock  splits,  stock  dividends,  or  similar
     transactions   pursuant  to  the  anti-dilution   provisions  of  the  1998
     Non-Exempt Employee Stock Option Plan.

(2)  Estimated  pursuant to Rule 457(c) under the  Securities Act of 1933 solely
     for the purposes of calculating the  registration  fee based on the average
     of the high and low prices of Harley-Davidson, Inc. Common Stock on the New
     York Stock Exchange consolidated reporting system on March 24, 1999.

(3)  The value  attributable to the Preferred Stock Purchase Rights is reflected
     in the market price of the Common Stock to which the Rights are attached.
                           ---------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information  specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Harley-Davidson,  Inc. (the "Company")
with the Commission are hereby incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.

         2. All other  reports  filed  since  December  31,  1998 by the Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended.

         3. The  description of the Company's  Common Stock and Preferred  Stock
Purchase
Rights  contained  in  Item 4 of  the  Registration  of  Securities  of  Certain
Successor Issuers on Form 8-B, dated June 21, 1991 (File No. 1-8193),  including
any amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

         The  Harley-Davidson,  Inc. 1998 Non-Exempt  Employee Stock Option Plan
(the "Plan") provides that, in addition to such other rights of  indemnification
as they may have as  members  of the  Board of  Directors  of the  Company  (the
"Board"),  or the Human Resources Committee of the Board (the "Committee"),  the
members of the  Committee  and the Board  shall be  indemnified  by the  Company
against all costs and expenses  reasonably  incurred by them in connection  with
any  action,  suit or  proceeding  to which  they or any of them may be party by
reason of any action taken or failure to act in  connection  with the  adoption,
administration,  amendment or  termination  of the Plan, and against all amounts
paid by them in  settlement  thereof  (provided  such  settlement is approved by
independent  legal  counsel  selected  by  the  Company)  or  paid  by  them  in
satisfaction  of a judgment in any such  action,  suit or  proceeding,  except a
judgment based upon a finding of bad faith;  provided that upon the  institution
of any such action,  suit or  proceeding a Committee or Board member  shall,  in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same before such  Committee or Board member  undertakes
to handle and defend it on such member's own behalf.

         Article V of the Company's  By-Laws requires that the Company shall, to
the fullest  extent  permitted  or required  by Sections  180.0850 to  180.0859,
inclusive,  of the Wisconsin Business  Corporation Law, including any amendments
thereto  (but in the  case  of any  such  amendment,  only  to the  extent  such
amendment permits or requires the corporation to provide broader indemnification
rights than prior to such  amendment),  indemnify  its  Directors  and  Officers
against any and all  liabilities,  and advance any and all reasonable  expenses,
incurred  thereby in any  proceedings to which any such Director or Officer is a
party  because he or she is or was a Director  or  Officer of the  Company.  The
Company  shall also  indemnify an employee who is not a Director or Officer,  to
the extent that the employee has been  successful  on the merits or otherwise in
defense of a  proceeding,  for all expenses  incurred in the  proceeding  if the
employee was a party because he or she is or was an employee of the Company. The
rights  to  indemnification  granted  under  the  By-Laws  shall  not be  deemed
exclusive  of any other rights to  indemnification  against  liabilities  or the
advancement  of expenses  which a Director,  Officer or employee may be entitled
under  any  written  agreement,  Board  resolution,  vote of  shareholders,  the
Wisconsin Business Corporation Law or otherwise.  The Company may, but shall not
be required to,  supplement  the  foregoing  rights to  indemnification  against
liabilities  and advancement of expenses under this paragraph by the purchase of
insurance on behalf of any one or more of such Directors, Officers or employees,
whether or not the Company  would be obligated to indemnify or advance  expenses
to such Director,  Officer or employee  under this  paragraph.  All  capitalized
terms used in this  paragraph  and not otherwise  defined  herein shall have the
meaning set forth in Section 180.0850 of the Wisconsin Business Corporation Law.

         The Company  maintains a liability  insurance  policy for its directors
and  officers as  permitted  by  Wisconsin  law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

                                       3
Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933, as amended;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in

                                       4
this Registration  Statement shall be deemed to be a new registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Milwaukee, State of Wisconsin, on February 19, 1999.

                                   HARLEY-DAVIDSON, INC.

                                   By:  /s/ Jeffrey L. Bleustein        
                                        Jeffrey L. Bleustein
                                        Chairman and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below as of February  19, 1999,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints James M. Brostowitz,  James L. Ziemer and
Gail A. Lione, and each of them individually,  his or her  attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in  connection  therewith,  as fully to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Signatures                                   Title

/s/ Jeffrey L. Bleustein              
---------------------------------     Chairman, Chief Executive Officer and
Jeffrey L. Bleustein                  Director (Principal Executive Officer)

/s/ James L. Ziemer                   
---------------------------------     Vice President and Chief Financial Officer
James L. Ziemer                       (Principal Financial Officer)

/s/ James M. Brostowitz               
---------------------------------     Vice President, Controller and Treasurer
James M. Brostowitz                   (Principal Accounting Officer)

                                       6
/s/ Barry K. Allen                    Director
---------------------------------
Barry K. Allen

/s/ Richard I. Beattie                Director
---------------------------------
Richard I. Beattie

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

/s/ Donald A. James                   Director
---------------------------------
Donald A. James

/s/ Richard G. Le Fauve               Director
---------------------------------
Richard G. LeFauve

/s/ Sara L. Levinson                  Director
---------------------------------
Sara L. Levinson

/s/ James A. Norling                  Director
---------------------------------
James A. Norling

/s/ Richard F. Teerlink               Director
---------------------------------
Richard F. Teerlink

                                       7
EXHIBIT INDEX

        Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan

Exhibit No.                      Exhibit

(4.1)    Harley-Davidson, Inc. 1998 Non-Exempt Employee Stock Option Plan.

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

(4.3)    Amendment to Rights  Agreement dated as of June 21, 1991  (incorporated
         by  reference  herein to Exhibit 4.8 to the  Registrant's  Registration
         Statement on Form 8-B, dated June 24, 1991 (File No. 1-9183)).

(4.4)    Amendment to Rights Agreement dated as of August 23, 1995 (incorporated
         by reference herein to Exhibit 4 to the  registrant's  Quarterly Report
         on Form  10-Q  for the  period  ended  September  24,  1995  (File  No.
         1-9183)).

(4.5)    Amendment   to  Rights   Agreement   dated  as  of  February  19,  1999
         (incorporated by reference to Exhibit 4.4 to the  Registrant's  Current
         Report on Form 8-K dated February 18, 1999 (File No. 1-9183)).

(5)      Opinion of Foley & Lardner

(23.1)   Consent of Ernst & Young LLP

(23.2)   Consent of Foley & Lardner (contained in Exhibit (5) hereto)

                                       8