**FORM 10-K**

**SECURITIES ANDEXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**(Mark One)**
| **ý** | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13  OR 15(D) OF THE  SECURITIES EXCHANGE ACT OF 1934**                                                                                          |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       | **For the fiscal year ended December 31,  2004**                                                                                                                                    |
|       |       |                                                                                                                                                                                     |
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(D) OF THE  SECURITIES EXCHANGE ACT OF 1934**                                                                                      |
|       |       | **For the transition period from               to            .** |
|       |       |                                                                                                                                                                                     |
| ** ** |       | **Commission file number: 333-98975-03**                                                                                                                                                 |

 

**HARLEY-DAVIDSONMOTORCYCLE TRUST 2004-3**

**(Harley-DavidsonCustomer Funding Corp)**

(Exact name of registrant as specified in itscharter)

 
| **Delaware**                                                            |     | **51-6557804**                        |
|-------------------------------------------------------------------------|----------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization)         | * * | (I.R.S. Employer Identification  No.) |
|                                                                    |     |                                  |
| **Rodney Square North  1100 North Market Street  Wilmington, Delaware** |     | **19890-0001**                        |
| (Address of principal executive  offices)                               | * * | (zip code)                            |

 

**Registrant’s telephone number, including area code: ****(302) 651-1000**

 

**Securities registered pursuant to Section 12(b) of the Act: None.**

 

**Securities registered pursuant to section 12(g) of the Act:  None**

 

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.                                                                                                                                                                                                                                      Yes ý  Noo

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K    ý

 

Indicate by check mark whether the registrant is anaccelerated filer (as described in Rule 12b-2 of the Act).            Yeso  No ý

 

 

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**PART I**

 

**ITEM 1.****                                                    ****BUSINESS**

 

This Annual Report on Form 10-K (the “Report”) is filedwith respect to Harley-Davidson Motorcycle Trust 2004-3 (the “Trust”).  In 2004, the Trust issued $625,000,000.00 inaggregate principal amount of asset-backed notes (the “Notes”).  Certain information otherwise required to beincluded in this Report by the Instructions to Form 10-K has been omitted inreliance on the letter relief granted by the staff of the SEC to othercompanies in similar circumstances.

 

**ITEM 2.****                                                    ****PROPERTIES**

 

The assets of the Trustprimarily include a pool of conditional sales contracts and promissory notesand security agreements secured by new or used motorcycles.

 

**ITEM 3.****                                                    ****LEGAL PROCEEDINGS**

 

There were no legal proceedings.

 

**ITEM 4.****                                                    ****SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

 

There were no matters submitted to a vote of the Trust’s security holders during the fourthquarter of 2004.

 

**PART II**

 

**ITEM 5.****                  MARKETFOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASESOF EQUITY SECURITIES**

 

There were less than 300 participants per trust in the DTCsystem holding positions in the Cede Certificates as of December 31,2004.  The following were noteholders ofrecord as of the end of the reporting year:

 
| Series 2004-3 Class A-1 |   | Cede & Co. |
|-------------------------|--------|----------------|
| Series 2004-3 Class A-2 |   | Cede & Co. |
| Series 2004-3 Class B   |   | Cede & Co. |

 

There is no established public trading market for theNotes.

 

**ITEM 6.****                                                    ****SELECTED FINANCIAL DATA**

 

Notapplicable.

 

**ITEM 7.****                 ****MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

Not applicable.

 

**ITEM 7A.****                                           ****QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK**

 

Not applicable.

 

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**ITEM 8.****                                                    ****FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

 

Notapplicable.

 

**ITEM 9.****                 ****CHANGES IN ANDDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

There were no changes in and/or disagreements withAccountants on Accounting and Financial Disclosures.

 

**ITEM 9A.****                                           ****CONTROLS AND PROCEDURES**

 

Notapplicable.

 

**ITEM 9B.****                                            OTHERINFORMATION**

 

Not applicable.

 

**PART III**

 

**ITEM 10.****                                             ****DIRECTORS AND EXECUTIVE OFFICERS OF THECOMPANY**

 

Notapplicable.

 

**ITEM 11.****                                             ****EXECUTIVE COMPENSATION**

 

Notapplicable.

 

**ITEM 12.****                                             ****SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT**

 

The Notes are represented by one or more notes registeredin the name of Cede & Co., the nominee of The Depository TrustCompany.  An investor holding Notes isnot entitled to receive a certificate representing such Notes, except inlimited circumstances.  Accordingly, Cede& Co. is the sole holder of Notes, which it holds on behalf of brokers,dealers, banks and other participants in the DTC system.  Such participants may hold Notes for theirown accounts or for the accounts of their customers.  The address of Cede & Co. is:

Cede & Co.

c/o The Depository TrustCompany

Seven Hanover Square

New York, New York 10004

 

**ITEM 13.****                                             ****CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

Nothingto report.

 

**ITEM 14.****                                             ****PRINCIPAL ACCOUNTING FEES AND SERVICES**

 

Not applicable.

 

**PART IV**

 

**ITEM 15.****                                             ****EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

 

(a)                                  The following documents are filed as part of thisForm 10-K.

 

1.                                       Not applicable.

 

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2.                                       Not applicable.

 

3.                                       Exhibits

31.1 Certification Pursuant to Section 302(A)the Sarbanes-Oxley Act of 2002.

99.1  Annual Servicer Statement

99.2  Management’s Report on Internal ControlOver the Servicing and Preparation of Monthly Servicer’s Certificates.

99.3  Report of Independent Accountants.

 

(b)                                 The Registrant has filedCurrent Reports on Form 8-K with the Securities and Exchange Commission dated September 15,2004, October 15, 2004, November 15, 2004, December 15, 2004,and January 15, 2005.

 

(c)                                  Not applicable.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|   | HARLEY-DAVIDSON MOTORCYCLE TRUST 2004-3 |
|--------|-----------------------------------------|
|   |                                    |
|   | By:                                     | Harley-Davidson Credit Corp., |
|   |                                    | as Administrator |
|   |                                    |
|   | By:                                     | /s/ Perry A. Glassgow |   |
|   |                                    | Perry A. Glassgow |
|   |                                    | Vice President and Treasurer |
|        |                                         |  |  |  |

 

March 30,2005

 

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**Index to Exhibits**

 
| **Exhibit  Number** | ** ** | **Exhibit**                                                                                                               |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------|
| 31.1                |       | Certification Pursuant to** **Section 302(A) the Sarbanes-Oxley Act  of 2002.                                   |
| 99.1                |       | Annual Servicer Statement .                                                                                               |
| 99.2                |       | Management’s Report on Internal Control Over the  Servicing and Preparation of Monthly Servicer’s Certificates. |
| 99.3                |       | Report of Independent Accountants.                                                                                        |

 

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