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

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)*

                                   TIERONE INC
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    88650R108
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

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)

*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 ("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. 88650R108
- --------------------------------------------------------------------------------
1.   Names of Reporting Persons.
     I.R.S. Identification Nos. of above persons (entities only).
     PETER B. CANNELL & CO., INC.
     13-3346990
- --------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a)

     (b)
- --------------------------------------------------------------------------------
3.   SEC Use Only

- --------------------------------------------------------------------------------
4.   Citizenship or Place of Organization: DELAWARE

- --------------------------------------------------------------------------------
                    5.   Sole Voting Power:         1,018,453

Number             -------------------------------------------------------------
of Shares           6.   Shared Voting Power        0
Beneficially
Owned by           -------------------------------------------------------------
Each Reporting      7.   Sole Dispositive Power:    1,018,453
Person With
                   -------------------------------------------------------------
                    8.   Shared Dispositive Power   0

- --------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person: 1,018,453

- --------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

- --------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9) 7.4%

- --------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions): IA

- --------------------------------------------------------------------------------



ITEM 1.

     (a)  Name of Issuer: TIERONE INC.

     (b)  Address of Issuer's Principal Executive Offices:

          1235 "N" STREET

          LINCOLN, NEBRASKA 68508

ITEM 2.

     (a)  Name of Person Filing: PETER B. CANNELL & CO., INC.

     (b)  Address of Principal Business Office or, if none, Residence:

          645 MADISON AVENUE, 8TH FL.

          NEW YORK, NY 10022


     (c)  Citizenship: DELAWARE

     (d)  Title of Class of Securities: COMMON STOCK

     (e)  CUSIP Number: 88650R108

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.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
             (15 U.S.C. 78o).

     (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c) [ ] Insurance company as defined in section 3(a)(19) of the Act
             (15 U.S.C. 78c).

     (d) [ ] Investment company registered under section 8 of the Investment
             Company Act of 1940 (15 U.S.C 80a-8).

     (e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

     (f) [ ] An employee benefit plan or endowment fund in accordance with
             ss.240.13d-1(b)(1)(ii)(F);

     (g) [ ] A parent holding company or control person in accordance with
             ss. 240.13d-1(b)(1)(ii)(G);

     (h) [ ] A savings associations as defined in Section 3(b) of the Federal
             Deposit Insurance Act (12 U.S.C. 1813);

     (i) [ ] 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) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).




ITEM 4. OWNERSHIP.

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned: 1,018,453

     (b)  Percent of class: 7.4%

     (c)  Number of shares as to which the person has:

          (i)   Sole power to vote or to direct the vote: 1,018,453

          (ii)  Shared power to vote or to direct the vote 0

          (iii) Sole power to dispose or to direct the disposition of 1,018,453

          (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

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 [ ].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: N/A

If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
        PERSON: N/A

If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: N/A

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.





ITEM 9. NOTICE OF DISSOLUTION OF GROUP: N/A

Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.

ITEM 10.

     Buy 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 this 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.


                                                  02/10/06
                                      --------------------------------
                                                    Date

                                             /s/ Paul Mittelman
                                        ----------------------------
                                                  Signature


                                          Paul Mittelman, Treasurer
                                          -------------------------
                                                 Name/Title