HAYZ Hayes Lemmerz International (MM)

CUSIP No. 420781304 13G/A Page 2 of 5 Pages


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 (1) NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NO.
 OF ABOVE PERSONS (ENTITIES ONLY)
 JANA PARTNERS LLC
--------------------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
 (a) [ ]
 (b) [ ]
--------------------------------------------------------------------------------
 (3) SEC USE ONLY
--------------------------------------------------------------------------------
 (4) CITIZENSHIP OR PLACE OF ORGANIZATION
 DELAWARE
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NUMBER OF (5) SOLE VOTING POWER
 5,600,000
SHARES -----------------------------------------------------------------

BENEFICIALLY (6) SHARED VOTING POWER
 0
OWNED BY -----------------------------------------------------------------

EACH (7) SOLE DISPOSITIVE POWER
 5,600,000
REPORTING -----------------------------------------------------------------

PERSON WITH (8) SHARED DISPOSITIVE POWER
 0
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 5,600,000
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 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 5.5%
--------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON **
 IA
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 ** SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 420781304 13G/A Page 3 of 5 Pages


Item 1(a). Name of Issuer:
 Hayes Lemmerz International, Inc.

Item 1 (b). Address of Issuer's Principal Executive Offices:
 15300 Centennial Drive
 Northville, MI 48168

Item 2 (a). Name of Person Filing:
 JANA Partners LLC

Item 2 (b). Address of Principal Business Office or, if None, Residence:
 767 Fifth Avenue, 8th Floor
 New York, NY 10153

Item 2 (c). Citizenship:

 This Statement is filed by JANA Partners LLC, a Delaware limited
 liability company. JANA Partners LLC is a private money
 management firm which holds the Common Stock of the Issuer in
 various accounts under its management and control. The
 principals of JANA Partners LLC, Barry Rosenstein and Gary
 Claar, are U.S. citizens.

Item 2 (d). Title of Class of Securities:

 Common Stock, par value $0.01 per share

Item 2 (e). CUSIP No:

 420781304

Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b)
 or 240.13d-2(b) or (c), check whether the person filing is a:

 (a) [ ] Broker or dealer registered 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)(19) of the
 Act,

 (d) [ ] Investment Company registered under Section 8 of the
 Investment Company Act of 1940,

 (e) [ ] Investment Adviser in accordance with Rule
 13d-1(b)(1)(ii)(E),

 (f) [ ] Employee Benefit Plan or Endowment Fund in accordance
 with Rule 13d-1(b)(1)(ii)(F),

 (g) [ ] Parent Holding Company or control person in accordance
 with Rule 13d-1(b)(1)(ii)(G),

 (h) [ ] Savings Association as defined in Section 3(b) of the
 Federal Deposit Insurance Act,

CUSIP No. 420781304 13G/A Page 4 of 5 Pages


 (i) [ ] Church Plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the Investment
 Company Act of 1940,

 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Item 4. Ownership

(a) Amount beneficially owned: 5,600,000
(b) Percent of Class: 5.5%
(c) Number of shares as to which JANA Partners LLC has:
 (i) Sole power to vote or to direct the vote: 5,600,000
 (ii) Shared power to vote or to direct the vote: 0
 (iii) Sole power to dispose or to direct the disposition: 5,600,000
 (iv) Shared power to dispose or to direct the disposition of: 0

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 Reported on 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.

CUSIP No. 420781304 13G/A Page 5 of 5 Pages


Item 10. Certification.

 The Reporting Person hereby makes the following certification:

 By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were not acquired and are not being
held for the purpose of or with the effect of changing or influencing the
control of the issuer of such 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

After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete, and
correct.


DATED: February 17, 2009




 JANA PARTNERS LLC


 By: /s/ Barry Rosenstein
 -------------------------------------
 Barry Rosenstein
 Managing Partner


 By: /s/ Gary Claar
 -------------------------------------
 Gary Claar
 General Partner