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SCHEDULE 13G

(RULE 13d-102)

Information to be included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


(Name of Issuer)

Common Stock


(Title of Class of Securities)

024061103


(Cusip Number)

Year ending December 31, 2004


(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 


 

             
13G
CUSIP No. 024061103

  1. Name of Reporting Person:
Sandra J. Dauch Gift Trust
dated May 25, 1998
I.R.S. Identification Nos. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Citizenship or Place of Organization:
N/A

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
5,075,207

6. Shared Voting Power:
0

7. Sole Dispositive Power:
5,075,207

8.Shared Dispositive Power:
0

  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,075,207

  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

  11.Percent of Class Represented by Amount in Row (9):
10.2%

  12.Type of Reporting Person:
OO

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13G

       
Item 1. NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
  (a) NAME OF ISSUER:
    American Axle & Manufacturing Holdings, Inc., a Delaware corporation
  (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
    American Axle & Manufacturing Holdings, Inc.
One Dauch Drive, Detroit, Michigan, 48211-1198

 
Item 2. PERSON FILING:
  (a) IDENTITY OF PERSON FILING:
    Sandra J. Dauch Gift Trust dated May 25, 1998.
  (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
    c/o American Axle & Manufacturing Holdings, Inc.
One Dauch Drive, Detroit, Michigan, 48211-1198

  (c)CITIZENSHIP:
    N/A
  (d) TITLE OF CLASS OF SECURITIES:
    Common Stock
  (e) CUSIP NUMBER:
    024061103
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

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13G

       
Item 4. Ownership.
  (a) AMOUNT BENEFICIALLY OWNED:
    See Item 9 of Cover Page
  (b) PERCENT OF CLASS:
    See Item 11 of Cover Page
  (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
    (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
      See Item 5 of the Cover Page
    (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
      See Item 6 of the Cover Page
    (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
      See Item 7 of the Cover Page
    (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
      See Item 8 of the Cover Page
 

The Sandra J. Dauch Gift Trust dated May 25, 1998 beneficially owns 5,075,207 shares of common stock of American Axle & Manufacturing Holdings, Inc. as of 12/31/04.

 
Item 5.Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
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.
 

(a) N/A

(b) N/A.

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13G

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 14, 2005
   
By: /s/ Patrick S. Lancaster
Signature of Reporting Person
Attorney in fact

POWER OF ATTORNEY

     Sandra J. Dauch, as trustee of the Sandra J. Dauch Gift Trust dated May 25, 1998 (“SJD Trust”), hereby appoints Patrick S. Lancaster as attorney-in-fact with full power of substitution, to prepare, execute and file any documents as such attorney-in-fact deems advisable on behalf of the undersigned with respect to holdings of the SJD Trust of equity securities issued by American Axle & Manufacturing Holdings, Inc. This Power of Attorney shall include, without limitation, reports to be filed by the SJD Trust pursuant to Sections 13(d), 13(f) and 13(g) of the Securities Exchange Act of 1934.

     This Power of Attorney has been executed as of the 17th day of February, 2004.

   
Sandra J. Dauch Gift Trust dated May 25, 1998
   
By: /s/ Sandra J. Dauch
Sandra J. Dauch, Trustee


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