Edgar Filing: WINNEBAGO INDUSTRIES INC

<TYPE>SC 13G/A

<SEQUENCE>1

<FILENAME>r13gwgo122007.txt

<DESCRIPTION>No.1 WINNEBAGO INDUSTRIES, INC.

<TEXT>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

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

(Amendment No. 1)

WINNEBAGO INDUSTRIES INC.

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

(Name of Issuer)

COMMON STOCK

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

(Title of Class of Securities)

974637100

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

(CUSIP Number)

DECEMBER 31, 2007

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

(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 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).

Page 1 of 8 Pages

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CUSIP NO. 974637100 PAGE 2 OF 8 PAGES

SCHEDULE 13G

1 NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Fenimore Asset Management, Inc.

14-1564237

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]

(B) [X]

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION

New York State

NUMBER OF

SHARES 5 SOLE VOTING POWER

BENEFICIALLY 1,447,605

OWNED BY

EACH 6 SHARED VOTING POWER

REPORTING 0

PERSON WITH

7 SOLE DISPOSITIVE POWER

1,447,605

8 SHARED DISPOSITIVE POWER

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,447,605

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.90%

12 TYPE OF REPORTING PERSON

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CUSIP NO. 974637100 PAGE 3 OF 8 PAGES

1 NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Thomas O. Putnam

N/A

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]

(B) [X]

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES 5 SOLE VOTING POWER

BENEFICIALLY 0

OWNED BY

EACH 6 SHARED VOTING POWER

REPORTING 1,447,605

PERSON

WITH 7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER

1,447,605

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,447,605

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.90%

12 TYPE OF REPORTING PERSON

<PAGE>

CUSIP NO. 974637100 PAGE 4 OF 8 PAGES

Item 1. ( a ). Name of Issuer: Winnebago Industries, Inc.

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

P. O. Box 152

Forest City , IA 50436

Item 2. ( a ). Name of Persons Filing:

Fenimore Asset Management, Inc. ("Fenimore")

(ii) Thomas O. Putman ("Putnam")

(b). Address of Principal Business Office for Each of the Above:

384 N. Grand Street, Box 310

Cobleskill, NY 12043

(c). Citizenship or Place of Organization:

Fenimore: New York State

(ii) Putnam: United States

(d). Title of Class of Securities: Common Stock

(e). CUSIP Number: 974637100

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;

Exchange Act;

(d) [ ] Investment company registered under Section 8 of the

Investment Company Act;

(e) [ x ] 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);

(g) [ ] A parent holding company or control person in accordance

with Rule 13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the

Federal Deposit Insurance Act;

[ ] 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;

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

<PAGE>

CUSIP NO. 974637100 PAGE 5 OF 8 PAGES

Item 4. Ownership.

( a ). Amount beneficially owned:

Fenimore: 1,447,605

(ii) Putnam: 1,447,605

(b). Percent of class:

Fenimore: 4.90%

(ii) Putnam: 4.90%

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

(1) Sole power to vote or to direct the vote:

Fenimore: 1,447,605

(ii) Putnam: 0

(2) Shared power to vote or to direct the vote:

Fenimore: 0

(ii) Putnam: 1,447,605

(3) Sole power to dispose or to direct the disposition of :

Fenimore: 1,447,605

(ii) Putnam: 0

(4) Shared power to dispose or to direct the disposition of:

Fenimore: 0

(ii) Putnam: 1,447,605

<PAGE>

CUSIP NO. 974637100 PAGE 6 OF 8 PAGES

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:

[X]

Item 6. Ownership of More Than Five Percent on Behalf of Another

Person:

Not Applicable.

Item 7. Identification and Classification of Subsidiaries which Acquired the

Security Being Reported on by the Parent Holding Company:

Not Applicable

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 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.

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934,

each of the persons filing this statement expressly disclaim the

beneficial ownership of the securities covered by this statement and

the filing of this report shall not be construed as an admission by

such persons that they are the beneficial owners of such securities.

<PAGE>

CUSIP NO. 974637100 PAGE 7 OF 8 PAGES

SIGNATURES

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 .

FENIMORE ASSET MANAGEMENT, INC.

Date: January 28, 2008 By: /S/ JOSEPH A. BUCCI

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

Joseph A. Bucci

Secretary

THOMAS O. PUTNAM

Date: January 28, 2008 By: /S/ THOMAS O. PUTNAM

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

Thomas O. Putman

<PAGE>

CUSIP NO. 974637100 PAGE 8 OF 8 PAGES

EXHIBIT 1

JOINT FILING AGREEMENT AMONG FENIMORE ASSET

MANAGEMENT, INC. AND THOMAS O. PUTNAM

WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act

of 1934 (the "Act"), only one joint statement and any amendments thereto need to

be filed whenever one or more persons are required to file such a statement or

any amendments thereto pursuant to Section 13(d) of the Act with respect to the

same securities, provided that said persons agree in writing that such statement

or amendments thereto is filed on behalf of each of them;

NOW, THEREFORE, the parties hereto agree as follows:

FENIMORE ASSET MANAGEMENT, INC. AND THOMAS O. PUTNAM hereby agree, in accordance

with Rule 13d-1(k) under the Act, to file a statement on Schedule 13G relating

to their ownership of Common Stock of the Issuer and do hereby further agree

that said statement shall be filed on behalf of each of them.

FENIMORE ASSET MANAGEMENT, INC.

Date: January 28, 2008 By: /S/ JOSEPH A. BUCCI

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

Joseph A. Bucci

Secretary

THOMAS O. PUTNAM

Date: January 28, 2008 By: /S/ THOMAS O. PUTNAM

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

Thomas O. Putnam

</TEXT>

</DOCUMENT>