Registration No. 333-_______


                       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 Retirement Savings Plan for Salaried Employees
              Harley-Davidson Retirement Savings Plan for Milwaukee
                  and Tomahawk Hourly Bargaining Unit Employees
             Harley-Davidson Retirement Savings Plan for Kansas City
                        Hourly Bargaining Unit Employees
                Harley-Davidson Retirement Savings Plan for York
                        Hourly Bargaining Unit Employees
                Buell Motorcycle Company Retirement Savings Plan
                            (Full title of the plans)
                           --------------------------
                               Gail A. Lione, Esq.
                  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)
                           --------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------- ------------------- ------------------ ----------------- ----------------

     Title of              Amount        Proposed Maximum   Proposed Maximum
 Securities to be          to be          Offering Price       Aggregate         Amount of
    Registered           Registered          Per Share          Offering       Registration
                                                                 Price              Fee
-------------------- ------------------- ------------------ ----------------- ----------------

<S>                     <C>                  <C>              <C>                 <C>
Common Stock,           600,000 shares       $59.875(1)       $35,925,000(1)      $9,484.20
$.01 par value

Preferred Stock         75,000 rights            (2)                (2)             (2)
Purchase Rights
-------------------- ------------------- ------------------ ----------------- ----------------

(1)Estimated  pursuant to Rule 457(c)  under the  Securities  Act of 1933 solely
   for the purpose of calculating the  registration  fee based on the average of
   the high and low prices for  Harley-Davidson,  Inc.  Common  Stock on the New
   York Stock Exchange consolidated reporting system on December 22, 1999.

(2)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.
</TABLE>

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

   In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.


<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   with  the   Commission   by
Harley-Davidson,  Inc. (the "Company") or the Harley-Davidson Retirement Savings
Plan for Salaried Employees (the "Salaried Employees Plan"), the Harley-Davidson
Retirement  Savings Plan for  Milwaukee  and  Tomahawk  Hourly  Bargaining  Unit
Employees (the "Milwaukee and Tomahawk Plan"),  the  Harley-Davidson  Retirement
Savings Plan for Kansas City Hourly  Bargaining Unit Employees (the "Kansas City
Plan"), the  Harley-Davidson  Retirement Savings Plan for York Hourly Bargaining
Unit  Employees  (the "York Plan") or the Buell  Motorcycle  Company  Retirement
Savings Plan (the "Buell Plan" and together  with the Salaried  Employees  Plan,
the Milwaukee  and Tomahawk  Plan,  the Kansas City Plan and the York Plan,  the
"Plans") are hereby incorporated herein by reference:

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

               2. Each of the Salaried  Employee  Plan's and the  Milwaukee  and
Tomahawk  Plan's Annual  Reports on Form 11-K for the fiscal year ended December
31, 1998.

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

               4. 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  or the Plans
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


                                      -2-

<PAGE>

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.

               None.

Item 6. Indemnification of Directors and Officers.

               The Plans provide that, to the maximum  extent allowed by law and
to the extent  not  otherwise  indemnified,  the  Company  shall  indemnify  the
Administrator,  and any other current or former officer, director or employee of
the  Company,  against  any  and  all  claims,  losses,  damages,  and  expenses
(including  counsel fees) incurred by such persons and any liability,  including
any amounts paid in settlement  with the Company's  approval,  arising from such
person's   action  or  failure  to  act  with  regard  to  Plan   management  or
administration.

               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.

               The undersigned Registrant hereby undertakes to submit the Kansas
City Plan,  the York Plan and the Buell  Plan to the  Internal  Revenue  Service
("IRS") in a timely  manner  and will make all  changes  required  by the IRS in
order to qualify such plans under  Section 401 of the  Internal  Revenue Code of
1986, as amended (the "Code").

               The undersigned  Registrant has submitted the Salaried  Employees
Plan and the  Milwaukee  and Tomahawk Plan to the IRS in a timely manner and has
made all  changes  required  by the IRS in order to  qualify  such  plans  under
Section 401 of the Code.

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;

                                      -4-

<PAGE>

                  (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, as amended, 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, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the  Securities  Exchange Act of 1934,  as amended,  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, as amended, 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 December 30,1999.


                                        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 December  30, 1999,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints James L. Ziemer,  James M. Brostowitz 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 or she 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 or her 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



                                      S-1

<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. 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



                                      S-2

<PAGE>


               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson  Retirement  Savings Plan for Salaried Employees has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Milwaukee, and the State of Wisconsin,
on this 30th day of December, 1999.


                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR SALARIED EMPLOYEES




                                    By: /s/ James L. Ziemer
                                            James L. Ziemer



                                    By:
                                            James M. Brostowitz



                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    Salaried Employees




                                      S-3
<PAGE>


               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson  Retirement  Savings  Plan for  Milwaukee  and  Tomahawk  Hourly
Bargaining  Unit  Employees  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Milwaukee, and the State of Wisconsin, on this 30th day of December, 1999.


                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR MILWAUKEE AND TOMAHAWK
                                    HOURLY BARGAINING UNIT EMPLOYEES




                                    By: /s/ James L. Ziemer
                                            James L. Ziemer



                                    By:
                                            James M. Brostowitz



                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    Milwaukee  and  Tomahawk  Hourly  Bargaining
                                    Unit Employees




                                      S-4
<PAGE>

               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson  Retirement  Savings Plan for Kansas City Hourly Bargaining Unit
Employees has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milwaukee, and the
State of Wisconsin, on this 30th day of December, 1999.


                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR KANSAS CITY HOURLY
                                    BARGAINING UNIT EMPLOYEES




                                    By: /s/ James L. Ziemer
                                            James L. Ziemer



                                    By:
                                            James M. Brostowitz



                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    Kansas City Hourly Bargaining Unit Employees



                                      S-5
<PAGE>


               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson   Retirement  Savings  Plan  for  York  Hourly  Bargaining  Unit
Employees,  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Milwaukee,
and the State of Wisconsin, on this 30th day of December, 1999.


                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR YORK HOURLY BARGAINING
                                    UNIT EMPLOYEES




                                    By: /s/ James L. Ziemer
                                            James L. Ziemer



                                    By:
                                            James M. Brostowitz



                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    York Hourly Bargaining Unit Employees



                                      S-6
<PAGE>


               Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Buell  Motorcycle   Company  Retirement  Savings  Plan,  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Milwaukee,  and the State of Wisconsin, on this
30th day of December, 1999.


                                    BUELL MOTORCYCLE COMPANY
                                    RETIREMENT SAVINGS PLAN



                                    By: /s/ James L. Ziemer
                                            James L. Ziemer



                                    By:
                                            James M. Brostowitz



                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which  is the  administrator  of  the  Buell
                                    Motorcycle Company Retirement Savings Plan




                                      S-7
<PAGE>

                                  EXHIBIT INDEX


Exhibit No.                                  Exhibit

(4.1)    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)).

(4.2)    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)).

(4.3)    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)).

(4.4)    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)).

(23)     Consent of Ernst & Young LLP.

(24)     Powers of Attorney relating to subsequent  amendments  (included on the
         signature page to this Registration Statement).



                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26990}]
{"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": "333-93879", "film-number": "99783869"}, "business-address": {"street1": "3700 W JUNEAU AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53208", "phone": "4143424680"}}
Registration No. 333-_______

                       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 Retirement Savings Plan for Salaried Employees
              Harley-Davidson Retirement Savings Plan for Milwaukee
                  and Tomahawk Hourly Bargaining Unit Employees
             Harley-Davidson Retirement Savings Plan for Kansas City
                        Hourly Bargaining Unit Employees
                Harley-Davidson Retirement Savings Plan for York
                        Hourly Bargaining Unit Employees
                Buell Motorcycle Company Retirement Savings Plan
                            (Full title of the plans)
                           --------------------------
                               Gail A. Lione, Esq.
                  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
 Securities to be          to be          Offering Price       Aggregate         Amount of
    Registered           Registered          Per Share          Offering       Registration
                                                                 Price              Fee
-------------------- ------------------- ------------------ ----------------- ----------------
Common Stock,           600,000 shares       $59.875(1)       $35,925,000(1)      $9,484.20
$.01 par value

Preferred Stock         75,000 rights            (2)                (2)             (2)
Purchase Rights
-------------------- ------------------- ------------------ ----------------- ----------------

(1)Estimated  pursuant to Rule 457(c)  under the  Securities  Act of 1933 solely
   for the purpose of calculating the  registration  fee based on the average of
   the high and low prices for  Harley-Davidson,  Inc.  Common  Stock on the New
   York Stock Exchange consolidated reporting system on December 22, 1999.

(2)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.
--------------------------

   In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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   with  the   Commission   by
Harley-Davidson,  Inc. (the "Company") or the Harley-Davidson Retirement Savings
Plan for Salaried Employees (the "Salaried Employees Plan"), the Harley-Davidson
Retirement  Savings Plan for  Milwaukee  and  Tomahawk  Hourly  Bargaining  Unit
Employees (the "Milwaukee and Tomahawk Plan"),  the  Harley-Davidson  Retirement
Savings Plan for Kansas City Hourly  Bargaining Unit Employees (the "Kansas City
Plan"), the  Harley-Davidson  Retirement Savings Plan for York Hourly Bargaining
Unit  Employees  (the "York Plan") or the Buell  Motorcycle  Company  Retirement
Savings Plan (the "Buell Plan" and together  with the Salaried  Employees  Plan,
the Milwaukee  and Tomahawk  Plan,  the Kansas City Plan and the York Plan,  the
"Plans") are hereby incorporated herein by reference:

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

               2. Each of the Salaried  Employee  Plan's and the  Milwaukee  and
Tomahawk  Plan's Annual  Reports on Form 11-K for the fiscal year ended December
31, 1998.

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

               4. 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  or the Plans
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

                                      -2-
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.

               None.

Item 6. Indemnification of Directors and Officers.

               The Plans provide that, to the maximum  extent allowed by law and
to the extent  not  otherwise  indemnified,  the  Company  shall  indemnify  the
Administrator,  and any other current or former officer, director or employee of
the  Company,  against  any  and  all  claims,  losses,  damages,  and  expenses
(including  counsel fees) incurred by such persons and any liability,  including
any amounts paid in settlement  with the Company's  approval,  arising from such
person's   action  or  failure  to  act  with  regard  to  Plan   management  or
administration.

               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.

               The undersigned Registrant hereby undertakes to submit the Kansas
City Plan,  the York Plan and the Buell  Plan to the  Internal  Revenue  Service
("IRS") in a timely  manner  and will make all  changes  required  by the IRS in
order to qualify such plans under  Section 401 of the  Internal  Revenue Code of
1986, as amended (the "Code").

               The undersigned  Registrant has submitted the Salaried  Employees
Plan and the  Milwaukee  and Tomahawk Plan to the IRS in a timely manner and has
made all  changes  required  by the IRS in order to  qualify  such  plans  under
Section 401 of the Code.

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;

                                      -4-
(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, as amended, 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, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the  Securities  Exchange Act of 1934,  as amended,  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, as amended, 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 December 30,1999.

                                        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 December  30, 1999,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints James L. Ziemer,  James M. Brostowitz 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 or she 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 or her 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

                                      S-1
/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

                                      S-2
Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson  Retirement  Savings Plan for Salaried Employees has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the City of Milwaukee, and the State of Wisconsin,
on this 30th day of December, 1999.

                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR SALARIED EMPLOYEES

                                    By: /s/ James L. Ziemer
                                            James L. Ziemer

                                    By:
                                            James M. Brostowitz

                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    Salaried Employees

                                      S-3
Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson  Retirement  Savings  Plan for  Milwaukee  and  Tomahawk  Hourly
Bargaining  Unit  Employees  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Milwaukee, and the State of Wisconsin, on this 30th day of December, 1999.

                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR MILWAUKEE AND TOMAHAWK
                                    HOURLY BARGAINING UNIT EMPLOYEES

                                    By: /s/ James L. Ziemer
                                            James L. Ziemer

                                    By:
                                            James M. Brostowitz

                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    Milwaukee  and  Tomahawk  Hourly  Bargaining
                                    Unit Employees

                                      S-4
Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson  Retirement  Savings Plan for Kansas City Hourly Bargaining Unit
Employees has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milwaukee, and the
State of Wisconsin, on this 30th day of December, 1999.

                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR KANSAS CITY HOURLY
                                    BARGAINING UNIT EMPLOYEES

                                    By: /s/ James L. Ziemer
                                            James L. Ziemer

                                    By:
                                            James M. Brostowitz

                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    Kansas City Hourly Bargaining Unit Employees

                                      S-5
Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Harley-Davidson   Retirement  Savings  Plan  for  York  Hourly  Bargaining  Unit
Employees,  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of Milwaukee,
and the State of Wisconsin, on this 30th day of December, 1999.

                                    HARLEY-DAVIDSON RETIREMENT SAVINGS
                                    PLAN FOR YORK HOURLY BARGAINING
                                    UNIT EMPLOYEES

                                    By: /s/ James L. Ziemer
                                            James L. Ziemer

                                    By:
                                            James M. Brostowitz

                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which   is   the    administrator   of   the
                                    Harley-Davidson  Retirement Savings Plan for
                                    York Hourly Bargaining Unit Employees

                                      S-6
Pursuant to the  requirements  of the  Securities Act of 1933, as
amended, the Harley-Davidson  Retirement Plans Committee,  which administers the
Buell  Motorcycle   Company  Retirement  Savings  Plan,  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Milwaukee,  and the State of Wisconsin, on this
30th day of December, 1999.

                                    BUELL MOTORCYCLE COMPANY
                                    RETIREMENT SAVINGS PLAN

                                    By: /s/ James L. Ziemer
                                            James L. Ziemer

                                    By:
                                            James M. Brostowitz

                                    By: /s/ Gail A. Lione
                                            Gail A. Lione

                                    The foregoing persons are all members of the
                                    Harley-Davidson  Retirement Plans Committee,
                                    which  is the  administrator  of  the  Buell
                                    Motorcycle Company Retirement Savings Plan

                                      S-7
EXHIBIT INDEX

Exhibit No.                                  Exhibit

(4.1)    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)).

(4.2)    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)).

(4.3)    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)).

(4.4)    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)).

(23)     Consent of Ernst & Young LLP.

(24)     Powers of Attorney relating to subsequent  amendments  (included on the
         signature page to this Registration Statement).

                                      E-1