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             Identification No.)
                 organization)                               
                        
              3700 West Juneau Avenue
               Milwaukee, Wisconsin                      53208
     (Address of principal executive offices)          (Zip Code)


                 Harley-Davidson, Inc. 1998 Director Stock 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                     Maximum       Maximum
     Securities       Amount       Offering     Aggregate       Amount of
        to be         to be         Price       Offering      Registration
     Registered   Registered(1)   Per Share       Price            Fee

    Common
    Stock,       100,000 shares   $33.50(2)   $3,350,000(2)      $988.25
    $.01 par     
    value

    Preferred
    Stock         12,500 rights      (3)           (3)             (3)
    Purchase
    Rights
       

   (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 that may become issuable as a
            result of stock splits, stock dividends, or similar transactions
            pursuant to the anti-dilution provisions of the 1998 Director
            Stock Plan.

   (2)      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 on
            April 27, 1998.

   (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, 1997.

             2.  All other reports filed since December 31, 1997 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.

   Item 6.   Indemnification of Directors and Officers.

             The Harley-Davidson, Inc. 1998 Director Stock 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 advance 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.

   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 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.

   <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 2, 1998.

                                      HARLEY-DAVIDSON, INC.


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


             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below as of May 2, 1998, by the
   following persons in the capacities indicated.  Each person whose
   signature appears below constitutes and appoints James M. Brostowitz and
   James L. Ziemer, 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           President, Chief Executive Officer
    Jeffrey L. Bleustein               and Director (Principal Executive
                                       Officer)


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



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




    /s/ Richard F. Teerlink            Chairman of the Board and Director
    Richard F. Teerlink



    /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

   <PAGE>

                                  EXHIBIT INDEX
                 Harley-Davidson, Inc. 1998 Director Stock Plan

    Exhibit No.                             Exhibit

    (4.1)         Harley-Davidson, Inc. 1998 Director Stock Plan.

    (4.2)         Form of Rights Agreement between the Registrant and
                  Firstar Trust Company (incorporated by reference hereinto
                  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)).

    (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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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             Identification No.)
                 organization)                               
                        
              3700 West Juneau Avenue
               Milwaukee, Wisconsin                      53208
     (Address of principal executive offices)          (Zip Code)

                 Harley-Davidson, Inc. 1998 Director Stock 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                     Maximum       Maximum
     Securities       Amount       Offering     Aggregate       Amount of
        to be         to be         Price       Offering      Registration
     Registered   Registered(1)   Per Share       Price            Fee

    Common
    Stock,       100,000 shares   $33.50(2)   $3,350,000(2)      $988.25
    $.01 par     
    value

    Preferred
    Stock         12,500 rights      (3)           (3)             (3)
    Purchase
    Rights
       

   (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 that may become issuable as a
            result of stock splits, stock dividends, or similar transactions
            pursuant to the anti-dilution provisions of the 1998 Director
            Stock Plan.

   (2)      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 on
            April 27, 1998.

   (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, 1997.

             2.  All other reports filed since December 31, 1997 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.

   Item 6.   Indemnification of Directors and Officers.

             The Harley-Davidson, Inc. 1998 Director Stock 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 advance 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.

   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 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.
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 2, 1998.

                                      HARLEY-DAVIDSON, INC.

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

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below as of May 2, 1998, by the
   following persons in the capacities indicated.  Each person whose
   signature appears below constitutes and appoints James M. Brostowitz and
   James L. Ziemer, 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           President, Chief Executive Officer
    Jeffrey L. Bleustein               and Director (Principal Executive
                                       Officer)

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

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

    /s/ Richard F. Teerlink            Chairman of the Board and Director
    Richard F. Teerlink

    /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
EXHIBIT INDEX
                 Harley-Davidson, Inc. 1998 Director Stock Plan

    Exhibit No.                             Exhibit

    (4.1)         Harley-Davidson, Inc. 1998 Director Stock Plan.

    (4.2)         Form of Rights Agreement between the Registrant and
                  Firstar Trust Company (incorporated by reference hereinto
                  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)).

    (5)           Opinion of Foley & Lardner

    (23.1)        Consent of Ernst & Young LLP

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