Securities and Exchange Commission
                             Washington, D. C. 20549

                                  Schedule 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)

                               Acxiom Corporation
                                  Common Stock
                             CUSIP Number 005125109

Date of Event Which Requires Filing of this Statement:     December 31, 2003

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. 005125109

         1)      Name of reporting person:
                    Legg Mason, Inc.
                 Tax Identification No.:
                    52-1200960

         2)      Check the  appropriate  box if a member of a group:
                    a) n/a
                    b) n/a

         3)      SEC use only

         4)      Place of organization: Maryland

Number of shares beneficially owned: *

        *Beneficial   ownership  of  the  issuer's   securities  is  no  longer
        attributed  to Legg Mason,  Inc. as parent  company and is now reported
        directly by its investment  adviser  subsidiaries.  See Item 4 for more
        details.

         5)    Sole voting power:          - 0 -
         6)    Shared voting power:        - 0 -
         7)    Sole dispositive power:     - 0 -
         8)    Shared dispositive power:   - 0 -

         9)    Aggregate amount  beneficially owned by each reporting person:
                  - 0 -

         10)   Check if the aggregate amount in row (9) excludes certain shares:
                  n/a

         11)   Percent of class represented by amount in row (9):
                        0%

         12)   Type of reporting person: HC, CO

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         Item 1a)     Name of issuer:
                           Acxiom Corporation

         Item 1b) Address of issuer's principal executive offices:
                           1 Information Way
                           P. O. Box 8180
                           Little Rock, Arkansas  72203-0180

         Item 2a)    Name of person filing:
                           Legg Mason, Inc.

         Item 2b) Address of principal business office:
                           100 Light Street
                           Baltimore, MD  21202

         Item 2c)    Citizenship:
                           Maryland Corporation

         Item 2d) Title of class of securities:
                           Common Stock

         Item 2e)    CUSIP number:     005125109

        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)[X] Parent holding company, in accordance with 240.13d-1(b)(ii)(G),
        (h)[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

        Item 4)    Ownership:

        (a)     Amount beneficially owned:           - 0 - *

        *In  accordance  with  Exchange Act Release No. 39538,  the  investment
        adviser subsidiaries of Legg Mason, Inc. have established informational
        barriers and therefore  beneficial ownership of the issuer's securities
        is no longer attributed to Legg Mason, Inc. as parent company.

        The investment  adviser  subsidiaries with beneficial  ownership of
        5% or more of the issuer's  securities have filed a separate  Schedule
        13G that discloses their beneficial ownership as of December 31, 2003.
        See Schedule 13G filing by Legg Mason Funds Management, Inc.

        (b)  Percent of Class: 0%

        (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:
                                    - 0 -
                  (iii)sole  power  to  dispose  or to  direct  the
                       disposition of:
                                     - 0 -
                  (iv) shared  power to  dispose  or to direct  the
                       disposition of:
                                    - 0 -

         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:
                           n/a

         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:
                           n/a

         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
                held in the ordinary  course of business and were not acquired
                and 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  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 my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete
and correct.

         -------------------------------
         Date - February 13, 2004

         Legg Mason, Inc.

         By   ____________________________________________________
                   Peter L. Bain, Executive Vice President