Securities and Exchange Commission
                             Washington, D. C. 20549

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

                               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 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:        4,000,000
         7)     Sole dispositive power:     - 0 -
         8)     Shared dispositive power:   4,000,000

         9)     Aggregate amount beneficially owned by each reporting person:
                  4,000,000

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

         11)    Percent of class represented by amount in row (9): 4.71%

         12)    Type of reporting person: IA, CO

CUSIP No. 005125109

         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: Maryland

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): 3.53%

         12)      Type of reporting person: IA, OO

CUSIP No. 005125109

         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:        614,800
         7)     Sole dispositive power:     - 0 -
         8)     Shared dispositive power:   614,800

         9)     Aggregate amount beneficially owned by each reporting person:
                  614,800

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

         11)    Percent of class represented by amount in row (9): 0.72%

         12)    Type of reporting person: IA, 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 Funds Management, Inc.
                           LMM, LLC
                           Legg Mason Capital Management, Inc.

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

         Item 2c)    Citizenship:
                           Legg Mason Funds Management, Inc.
                             A Maryland corporation
                           LMM, LLC
                             A Maryland limited liability company
                           Legg Mason Capital Management, Inc.
                             A 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)[ ] 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: 7,614,800

         (b)      Percent of Class: 8.97%

         (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:
                                    7,614,800
                  (iii)sole power to dispose or to direct the disposition of:
                                    - 0 -
                  (iv) shared power to dispose or to direct the disposition of:
                                    7,614,800

         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 owns more than 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:
                         Legg Mason Funds Management, Inc.-investment adviser
                         LMM, LLC-investment adviser
                         Legg Mason Capital Management, Inc.-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
                                     -----------

         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 Funds Management, Inc.

         By___________________________________________
                 Jennifer Murphy, Senior Vice President

         LMM, LLC

         By ____________________________________________
                  Jennifer Murphy, Chief Operations Officer

         Legg Mason Capital Management, Inc.

         By___________________________________________
                 Andrew J. Bowden, Senior Vice President

                                    Exhibit A
                             Joint Filing Agreement

                     --------------------------------------
         This Joint Filing Agreement confirms the agreement by and among the
undersigned that the Schedule 13G is filed on behalf of each member of the
group identified in Item 8.

         Legg Mason Funds Management, Inc.

         By____________________________________________
                Jennifer Murphy, Senior Vice President

         LMM, LLC

         By ____________________________________________
               Jennifer Murphy, Chief Operations Officer

         Legg Mason Capital Management, Inc.

         By_____________________________________________
                Andrew J. Bowden, Senior Vice President