UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*


	Hayes Lemmerz International, Inc.
(Name of Issuer)

	Common Stock
(Title of Class of Securities)


			470781304
(CUSIP Number)


		July 24, 2005
Date of Event Which Requires Filing of the Statement

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

[   ]          Rule 13d-1(b)
[X]          Rule 13d-1(c)
[   ]          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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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).

CUSIP NO. 470781304

13G

Page 2 of 13 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	PN; HC

Page 2 of 13

CUSIP NO. 470781304

13G

Page 3 of 13 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Investment Group, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	OO; HC

Page 3 of 13

CUSIP NO. 470781304

13G

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1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth Griffin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	IN; HC

Page 4 of 13

CUSIP NO. 470781304

13G

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1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	OO; HC

Page 5 of 13

CUSIP NO. 470781304

13G

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1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Kensington Global Strategies Fund Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	CO; HC

Page 6 of 13

CUSIP NO. 470781304

13G

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1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Equity Fund Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	CO

Page 7 of 13

CUSIP NO. 470781304

13G

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1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wingate Capital Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 2,144,734 shares
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of the date of this filing
12.	TYPE OF REPORTING PERSON
	CO

Page 8 of 13

CUSIP NO. 470781304

13G

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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 48167

Item 2(a) Name of Person Filing

Item 2(b) Address of Principal Business Office

Item 2(c) Citizenship

	Citadel Limited Partnership
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	Illinois limited partnership

	Citadel Investment Group, L.L.C.
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	Delaware limited liability company

	Kenneth Griffin
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	U.S. Citizen

	Citadel Wellington LLC
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	Delaware limited liability company

	Citadel Kensington Global Strategies Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	Bermuda company

Page 9of 13

CUSIP NO. 470781304

13G

Page 10 of 13 Pages

	Citadel Equity Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

	Wingate Capital Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street
	32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

2(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

2(e) CUSIP Number: 470781304

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) [__] Broker or dealer registered under Section 15 of the Exchange Act;

(b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;

(d) [__] Investment company registered under Section 8 of the Investment Company Act;

(e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

Page 10 of 13

CUSIP NO. 470781304

13G

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(g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

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

If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4 Ownership:

CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.

WINGATE CAPITAL LTD.

(a) Amount beneficially owned:

2,144,734 shares

(b) Percent of Class:

Approximately 5.6% as of the date of this filing

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote:

See Item 4(a) above.

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

See Item 4(a) above.

Page 11 of 13

CUSIP NO. 470781304

13G

Page 12 of 13 Pages

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 Being Reported on by the Parent Holding Company:

See Item 2 above.

Item 8 Identification and Classification of Members of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable.

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

* Mathew B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 4, 2005, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.

Page 12 of 13

CUSIP NO. 470781304

13G

Page 13 of 13 Pages

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

Dated this 28th day of July, 2005

CITADEL INVESTMENT GROUP, L.L.C.		KENNETH GRIFFIN

By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, attorney-in-fact*
	Director and Deputy General Counsel
		CITADEL EQUITY FUND LTD.
CITADEL LIMITED PARTNERSHIP
		By:	Citadel Limited Partnership,
By:	Citadel Investment Group, L.L.C.,		its Portfolio Manager
	its General Partner
		By:	Citadel Investment Group, L.L.C.,
By:	/s/ Matthew B. Hinerfeld		its General Partner
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel	By:	/s/ Matthew B. Hinerfeld
			Matthew B. Hinerfeld, Managing
CITADEL WELLINGTON LLC			Director and Deputy General Counsel

By:	Citadel Limited Partnership,
	its Managing Member	WINGATE CAPITAL LTD.

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Limited Partnership,
	its General Partner		its Portfolio Manager

By:	/s/ Matthew B. Hinerfeld	By:	Citadel Investment Group, L.L.C.,
	Matthew B. Hinerfeld, Managing		its General Partner
	Director and Deputy General Counsel
		By:	/s/ Matthew B. Hinerfeld
CITADEL KENSINGTON GLOBAL			Matthew B. Hinerfeld, Managing
STRATEGIES FUND LTD.			Director and Deputy General Counsel

By:	Citadel Limited Partnership,
	its Portfolio Manager

By:	Citadel Investment Group, L.L.C.,
	its General Partner

By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel

Page 13 of 13