4
Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(amendment #1)
Pulte Homes Inc.
Common Stock
CUSIP Number 745867101
Date of Event Which Requires Filing of this Statement: March 31, 2006
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)
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CUSIP No. 745867101
1) Name of reporting person:
Legg Mason Capital Management, Inc.
Tax Identification No.:
52-1268629
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 20,268,142
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 20,268,142
9) Aggregate amount beneficially owned by each reporting person:
20,268,142
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
7.86%
12) Type of reporting person:
IA, CO
CUSIP No. 745867101
1) Name of reporting person:
Legg Mason Funds Management, Inc.
Tax Identification No.:
52-2268681
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 2,817,923
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 2,817,923
9) Aggregate amount beneficially owned by each reporting person:
2,817,923
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
1.09%
12) Type of reporting person:
IA, CO
CUSIP No. 745867101
1) Name of reporting person:
LMM LLC
Tax Identification No.:
52-2204753
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Delaware
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 3,000,000
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 3,000,000
9) Aggregate amount beneficially owned by each reporting person:
3,000,000
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
1.16%
12) Type of reporting person:
IA, OO
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Item 1a) Name of issuer:
Pulte Homes, Inc.
Item 1b) Address of issuer's principal executive offices:
100 BLOOMFIELD HILLS PKWY STE 300
BLOOMFIELD HILLS MI 48304
Item 2a) Name of person filing:
Legg Mason Capital Management, Inc.
Legg Mason Funds Management, Inc.
LMM LLC
Item 2b) Address of principal business office:
100 Light Street
Baltimore, MD 21202
Item 2c) Citizenship:
Legg Mason Capital Management, Inc. - Maryland corporation
Legg Mason Funds Management, Inc. - Maryland corporation
LMM LLC - Delaware limited liability company
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 745867101
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a :
(a) [ ] Broker or dealer under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(6) of the Act.
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to ERISA
of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
(g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)
(G)
(h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4) Ownership:
(a) Amount beneficially owned: 26,086,065
(b) Percent of Class: 10.12%
(c) Number of shares as to which such person has: (i) sole power
to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
26,086,065
(iii) sole power to dispose or to direct the
disposition of: - 0 -
(iv) shared power to dispose or to direct the
disposition of: 26,086,065
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various accounts managed by the investment advisers identified
in Item 8 have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale
of shares of the issuer. No such account holds more then 5% of
the shares outstanding.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding company:
n/a
Item 8) Identification and classification of members of the group:
a. Legg Mason Capital Management, Inc.-investment adviser
b. Legg Mason Funds Management, Inc.-investment adviser
c. LMM LLC-investment adviser
Item 9) Notice of dissolution of group:
n/a
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.
Signature
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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.
--------------------------------
Date - April 10, 2006
Legg Mason Capital Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Funds Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
LMM LLC
By___________________________________________
Jennifer Murphy, Chief Operations Officer
Exhibit A
Joint Filing Agreement
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This Joint Filing Agreement confirms the agreement by and
among the undersigned that this Schedule 13G is filed on behalf of
each member of the group identified in Item 8.
Legg Mason Capital Management, Inc.
By__________________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Funds Management, Inc.
By__________________________________________________
Andrew J. Bowden, Senior Vice President
LMM LLC
By__________________________________________________
Jennifer Murphy, Chief Operations Officer