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. 2001 York Hourly-Paid Employees 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
================================================================================
                                      Proposed        Proposed
  Title of            Amount          Maximum         Maximum        Amount of
Securities to         to be        Offering Price     Aggregate     Registration
be Registered      Registered(1)     Per Share      Offering Price      Fee
================================================================================
Common Stock,
$.01 par value     300,000 shares    $46.03(2)      $13,809,000(2)   $3,453.00

Preferred Stock
Purchase Rights    300,000 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 2001 York
     Hourly-Paid Employees 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 May 6, 2001.

(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, 2000.

          2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

          3. The description of the Company's Common Stock 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.

          4. The description of the Company's Preferred Share Purchase Rights
contained in the Registration Statement on Form 8-A of Harley-Davidson, Inc.
dated as of February 18, 2000 (Commission File No. 1-9183), 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.


                                      -2-
<PAGE>

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Harley-Davidson, Inc. 2001 York Hourly-Paid Employees 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.


                                      -3-
<PAGE>

          The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-Laws is not exclusive of any other rights to which a
director or officer of the Company may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances which an officer or
director may be required to bear the economic burden of the foregoing
liabilities and expense.

          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.

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


                                      -4-
<PAGE>
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 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 May 14, 2001.

                                        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 May 14, 2001, 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
------------------------------------  Director (Principal Executive Officer)
Jeffrey L. Bleustein


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


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


                                  -6-
<PAGE>
     Signatures                                 Title
     ----------                                 -----


/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. LeFauve                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. 2001 York Hourly-Paid Employees Stock Option Plan
     -----------------------------------------------------------------------

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

(4.1)          Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock
               Option Plan.

(4.2)          Rights Agreement, dated as of February 17, 2000, between
               Harley-Davidson, Inc. and Firstar Bank, N.A. [Incorporated by
               reference to Exhibit (4.1) to the Registration Statement on Form
               8-A of Harley-Davidson, Inc. dated as of February 18, 2000
               (Commission 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": "333-60840", "film-number": "1632499"}, "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. 2001 York Hourly-Paid Employees 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
================================================================================
                                      Proposed        Proposed
  Title of            Amount          Maximum         Maximum        Amount of
Securities to         to be        Offering Price     Aggregate     Registration
be Registered      Registered(1)     Per Share      Offering Price      Fee
================================================================================
Common Stock,
$.01 par value     300,000 shares    $46.03(2)      $13,809,000(2)   $3,453.00

Preferred Stock
Purchase Rights    300,000 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 2001 York
     Hourly-Paid Employees 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 May 6, 2001.

(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, 2000.

          2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.

          3. The description of the Company's Common Stock 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.

          4. The description of the Company's Preferred Share Purchase Rights
contained in the Registration Statement on Form 8-A of Harley-Davidson, Inc.
dated as of February 18, 2000 (Commission File No. 1-9183), 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.

                                      -2-
Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Harley-Davidson, Inc. 2001 York Hourly-Paid Employees 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.

                                      -3-
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-Laws is not exclusive of any other rights to which a
director or officer of the Company may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances which an officer or
director may be required to bear the economic burden of the foregoing
liabilities and expense.

          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.

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

                                      -4-
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 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 May 14, 2001.

                                        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 May 14, 2001, 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
------------------------------------  Director (Principal Executive Officer)
Jeffrey L. Bleustein

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

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

                                  -6-
Signatures                                 Title
     ----------                                 -----

/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. LeFauve                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. 2001 York Hourly-Paid Employees Stock Option Plan
     -----------------------------------------------------------------------

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

(4.1)          Harley-Davidson, Inc. 2001 York Hourly-Paid Employees Stock
               Option Plan.

(4.2)          Rights Agreement, dated as of February 17, 2000, between
               Harley-Davidson, Inc. and Firstar Bank, N.A. [Incorporated by
               reference to Exhibit (4.1) to the Registration Statement on Form
               8-A of Harley-Davidson, Inc. dated as of February 18, 2000
               (Commission 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)

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