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


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                             (Amendment No.__6___)*

                             Valassis Communications
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    918866104
                         -----------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).

*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).

SEC 1745 (10-88)



-------------------------                                     ------------------
  CUSIP NO.  918866104                                         Page 2 of 5 Pages
-------------------------                                     ------------------

--------------------------------------------------------------------------------
 1    Names of Reporting Persons.
      I.R.S. Identification Nos. of Above Persons (entities only).

          ARIEL CAPITAL MANAGEMENT, INC.
          # 36-3219058
--------------------------------------------------------------------------------
 2    Check the Appropriate Box If a Member of a Group (See Instructions)
                                                                (a) [_]
          Not Applicable                                        (b) [_]
--------------------------------------------------------------------------------
 3    SEC Use Only

--------------------------------------------------------------------------------
 4    Citizenship or Place of Organization

          Illinois Corporation
--------------------------------------------------------------------------------
                     5    Sole Voting Power

   NUMBER OF                  Ariel - 7,611,285
    SHARES         -------------------------------------------------------------
 BENEFICIALLY        6    Shared Voting Power
   OWNED BY
     EACH                     Ariel - 0
   REPORTING       -------------------------------------------------------------
    PERSON           7    Sole Dispositive Power
     WITH
                              Ariel - 9,106,315
                   -------------------------------------------------------------
                     8    Shared Dispositive Power

                              Ariel - 0
--------------------------------------------------------------------------------
 9    Aggregate Amount Beneficially Owned by Each Reporting Person

         Ariel - 9,110,810
--------------------------------------------------------------------------------
10    Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*

         Not Applicable
--------------------------------------------------------------------------------
11    Percent of Class Represented by Amount in Row (9)

         Ariel - 9,110,810 / 52,025,718 = 17.512%
--------------------------------------------------------------------------------
12    Type of Reporting Person *(See Instructions)

         Ariel - IA
--------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILING OUT!

*   This report is being made on behalf of John W. Rogers, Jr., Chairman and
Chief Executive Officer of Ariel Capital Management, Inc., who may be deemed to
have beneficial ownership of the securities of the issuer. Mr. Rogers disclaims
beneficial ownership of shares held by Ariel Capital Management, Inc.



                                                              Date:  09/30/2003
                                                                     ----------
                                                                  Page 3 of 5

Item 1(a)        Name of Issuer

                  Valassis Communications
                 ------------------------

Item 1(b)        Address of Issuer's Principal Executive Offices

                 19975 Victor Parkway; Livonia, Michigan  48152
                 -----------------------------------------------

Item 2(a)        Name of Person Filing

                 Ariel Capital Management, Inc.
                 ------------------------------

Item 2(b)        Address of Principal Business Office:

                 200 E. Randolph Drive, Suite 2900, Chicago, IL 60601
                 -------------------------------------------

Item 2(c)        Citizenship:

                 an Illinois corporation
                 -----------------------

Item 2(d)        Title of Class of Securities:

                 Common Stock
                 ------------

Item 2(e)        CUSIP Number

                 918866104
                 ------------

Item 3.          This statement is filed pursuant to 13d-1(b) or 13d-2(b) and
                 the person filing is an investment adviser registered under
                 section 203 of the Investment Advisers Act of 1940.

Item 4.          Ownership.

                 (a) Amount beneficially owned:

                      (See Page 2, No. 9)
                      -------------------



                                                              Date:   09/30/2003
                                                                      ----------
                                                                   Page 4 of 5

                (b)    Percent of class:

                       (See Page 2, No. 11)
                       --------------------

                (c)    Number of shares as to which the person has:
                       (i)     Sole power to vote or to direct the vote
                               (See Page 2, No. 5)
                               -------------------

                       (ii)    Shared power to vote or to direct the vote
                               (See Page 2, No. 6)
                               -------------------

                       (ii)    Sole power to dispose or to direct the
                               disposition of  (See Page 2, No. 7)
                                               -------------------

                       (iii)   Shared power to dispose or to direct the
                               disposition of (See Page 2, No. 8)
                                              -------------------

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: [_]

Item 6.         Ownership of More than Five Percent on Behalf of Another Person.

                       All securities reported upon this Schedule are owned
                by investment advisory clients of Ariel Capital Management,
                Inc., no one of which to the knowledge of Ariel Capital
                Management, Inc. owns more than 5% of the class.

Item 7.         Identification and Classification of the Subsidiary 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 a Group

                Not Applicable
                --------------



                                                              Date:   09/30/2003
                                                                      ----------
                                                                    Page 5 of 5

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

     The undersigned hereby agree that this statement is being filed on behalf
of each of them and hereby certify, after reasonable inquiry and to the best of
their knowledge and belief, that the information set forth in this statement is
true, complete and correct.

                                     ARIEL CAPITAL MANAGEMENT, INC.


                                     By:    /s/ John P. Miller, CFA
                                          ----------------------------------
                                                 John P. Miller, CFA

                                                 Senior Vice President,
                                                 Portfolio Management