UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._)*
Harley-Davidson Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
412822108
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(CUSIP Number)
July 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initialfiling on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1745 (03-06)
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CUSIP No. 412822108 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Davis Selected Advisers, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Colorado Limited Partnership
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5. Sole Voting Power
Number of 22,455,704 shares
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
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Each 7. Sole Dispositive Power
Reporting 23,700,604 shares
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
23,700,604 shares
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
10.07%
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12. Type of Reporting Person
IA
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Item 1(a). Name of Issuer:
Harely-Davidson, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3700 W JUNEAU AVE
MILWAUKEE, WISCONSIN 53208
Item 2(a). Name of Persons Filing:
Davis Selected Advisers, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
Item 2(c). Citizenship:
Colorado Limited Partnership
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
412822108
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[X] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the response(s) to Item 5
on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the response(s) to
Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition of: See the
response(s) to Item 7 on the attached cover page(s).
(iv). Shared power to dispose or to direct the disposition of: See the
response(s) to Item 8 on the attached cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
BY /s/ Anthony Frazia
PRINT Anthony Frazia,JD, CRCP
Co-Chief Compliance Officer/Director of
Institutional Operations, Compliance and Risk
Management
DATE August 8, 2008