Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CHRISTIANSON TONY
   2. Issuer Name and Ticker or Trading Symbol
Titan Machinery Inc. [TITN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
301 CARLSON PARKWAY, SUITE 103		 3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008
(Street)

MINNETONKA, MN 55305		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/17/2008   J(1)   188,235 D (1) 0 I By Titan Income Holdings, LLLP (2)
Common Stock 12/17/2008   J(3)   60,019 A (3) 162,161 I By Adam Smith Fund, LLC (4)
Common Stock 12/18/2008   S   20,000 D $ 13.016 (5) 142,161 I By Adam Smith Fund, LLC (4)
Common Stock 12/19/2008   S   5,000 D $ 13.0032 (5) 137,161 I By Adam Smith Fund, LLC (4)
Common Stock 12/17/2008   J(3)   10,859 A (3) 10,859 I By Adam Smith Companies, LLC (6)
Common Stock 12/18/2008   S   80,000 D $ 13.016 (5) 565,021 I By Adam Smith Growth Partners (7)
Common Stock 12/19/2008   S   20,000 D $ 13.0032 (5) 545,021 I By Adam Smith Growth Partners (7)
Common Stock               1,214 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     44,975 04/15/2005 04/15/2015 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     16,062 06/09/2005 06/09/2015 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     9,638 07/08/2005 07/08/2015 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     6,425 09/07/2005 09/07/2015 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     9,638 11/18/2005 11/18/2015 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     22,487 12/29/2005 12/29/2015 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(1)     6,425 02/06/2006 02/06/2016 Common Stock 0 $ 0 0 I By Titan Income Holdings, LLLP (2)
Warrant (right to buy) $ 3.5 12/17/2008   J(3)   36,874   02/15/2005 04/07/2013 Common Stock 36,784 $ 0 36,784 I By Adam Smith Fund, LLC (4)
Warrant (right to buy) $ 3.5 12/17/2008   J(3)   6,672   02/15/2005 04/07/2013 Common Stock 6,672 $ 0 6,672 I By Adam Smith Companies, LLC (6)
Warrant (right to buy) $ 3             04/07/2003 04/07/2013 Common Stock 8,938   8,938 I By Cherry Tree Companies, LLC (9)
Warrant (right to buy) $ 3.5 (8)             08/01/2004 08/01/2014 Common Stock 6,071   6,071 I By Cherry Tree Companies, LLC (9)
Stock Option (right to buy) $ 4.5             02/02/2007 02/02/2017 Common Stock 2,667   2,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHRISTIANSON TONY
301 CARLSON PARKWAY
SUITE 103
MINNETONKA, MN 55305		   X      

Signatures

 /s/ Ryan C. Brauer as Attorney-in-Fact for Tony Christianson pursuant to Power of Attorney previosly filed.   12/19/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Transfer of shares and warrants from the limited liability limited partnership to the partners of the limited liability limited partnership.
(2) Reporting person owns a controlling interest in Titan Income Holdings, LLLP which owns the shares and warrants. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the shares and warrants.
(3) Receipt of shares and warrants by partner of the limited liability limited partnership pursuant to a transfer of shares and warrants by the limited liability limited partnership.
(4) Reporting person owns a controlling interest in Adam Smith Fund, LLC which owns the shares. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the shares. Adam Smith Fund, LLC was formerly known as Adam Smith Activist Fund, LLC.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.80 to $13.70, inclusive. The reporting person undertakes to provide Titan Machinery Inc., any security holder of Titan Machinery Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth is footnote (5) to this Form 4.
(6) Reporting person owns a controlling interest in Adam Smith Companies, LLC which owns the shares and warrants. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the shares and warrants.
(7) Reporting person owns a controlling interest in Adam Smith Growth Partners which owns the shares. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the shares.
(8) Exercise price previously incorrectly reported as $6.50.
(9) Reporting person owns a controlling interest in Cherry Tree Companies, LLC which owns the warrants. Reporting person expressly disclaims beneficial ownership except to the extent of his pecuniary interest in the entity owning the warrants.

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