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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 3)*

                             Polaris Industries Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    731068102
                                 (CUSIP Number)

                               September 30, 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 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).



                                  SCHEDULE 13G

CUSIP No. 731068102

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1.   Names of Reporting Persons. I.R.S. Identification Nos. of above persons
     (entities only).

     INVESCO PLC

          AIM Advisors, Inc.
          AIM Funds Management Inc.
          Atlantic Trust Company, N.A.
          INVESCO Institutional (N.A.), Inc.
          PowerShares Capital Management LLC
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2.   Check the Appropriate Box if a Member of a Group
     (see Instructions)

     (a)                                                                     [ ]
     (b)                                                                     [ ]
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3.   SEC Use Only _______________________________________________

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4.   Citizenship or Place of Organization

     INVESCO PLC: England

     AIM Advisors, Inc.: United States
     AIM Funds Management Inc.: Canada
     Atlantic Trust Company, N.A.: United States
     INVESCO Institutional (N.A.), Inc.: United States
     PowerShares Capital Management LLC: United States
--------------------------------------------------------------------------------
               5.   Sole Voting Power 3,053,383: Such shares are held by the
                    following entities in the respective amounts listed:

                    AIM Advisors, Inc.: 45,590
                    AIM Funds Management Inc. 2,926,289
                    Atlantic Trust Company, N.A. 17,226
                    INVESCO Institutional (N.A.), Inc. 55,000
  Number of         PowerShares Capital Management LLC 9,178
   Shares      -----------------------------------------------------------------
Beneficially   6.   Shared Voting Power
    Owned
   by Each          -0-
  Reporting    -----------------------------------------------------------------
 Person With   7.   Sole Dispositive Power Power 3,053,383: Such shares are held
                    by the following entities in the respective amounts listed:

                    AIM Advisors, Inc.: 45,590
                    AIM Funds Management Inc. 2,926,289
                    Atlantic Trust Company, N.A. 17,226
                    INVESCO Institutional (N.A.), Inc. 55,000
                    PowerShares Capital Management LLC 9,178
               -----------------------------------------------------------------
               8.   Shared Dispositive Power

                    -0-



--------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     3,053,383
--------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions)

     N/A
--------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)

     8.51%
--------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions)

     IA, HC. See Items 2 and 3 of this statement.
--------------------------------------------------------------------------------



                                  SCHEDULE 13G

Item 1(a)   Name of Issuer:

            Polaris Industries Inc.

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

                 2100 Highway 55
                 Medina, MN  55340

Item 2(a)   Name of Person Filing:

            INVESCO PLC

            In accordance with Securities and Exchange Commission Release No.
            34-39538 (January 12, 1998), this statement on Schedule 13G or
            amendment thereto is being filed by INVESCO PLC ("INVESCO"), a U.K.
            entity, on behalf of itself and its subsidiaries listed in Item 4 of
            the cover of this statement. INVESCO through such subsidiaries
            provides investment management services to institutional and
            individual investors worldwide.

            Executive officers and directors of INVESCO or its subsidiaries may
            beneficially own shares of the securities of the issuer to which
            this statement relates (the "Shares"), and such Shares are not
            reported in this statement. INVESCO and its subsidiaries disclaim
            beneficial ownership of Shares beneficially owned by any of their
            executive officers and directors. Each of INVESCO's direct and
            indirect subsidiaries also disclaim beneficial ownership of Shares
            beneficially owned by INVESCO and any other subsidiary.

Item 2(b)   Address of Principal Business Office:

            30 Finsbury Square
            London EC2A 1AG
            England

Item 2(c)   Citizenship:

            See the response to Item 2(a) of this statement.

Item 2(d)   Title of Class of Securities:

            Common Stock, $.01 par value per share

Item 2(e)   CUSIP Number:

            731068102

Item 3      If this statement is filed pursuant to ss240.13d-1(b) or
            240.13d-2(b) or (c), check whether the person filing is a:

     (e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E)

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

            As noted in Item 2 above, INVESCO is making this filing on behalf of
            its subsidiaries listed herein. Each of these entities is either an
            investment adviser registered with the United States Securities and
            Exchange Commission under Section 203 of the Investment Advisers Act
            of 1940, as amended, or under similar laws of other jurisdictions.
            INVESCO is a holding company.



Item 4      Ownership:

            Please see responses to Items 5-8 on the cover of this statement,
            which are incorporated herein by reference.

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:

            N/A

Item 7      Identification and Classification of the Subsidiary Which Acquired
            the Security Being reported on By the Parent Holding Company:

            Please see Item 3 of this statement, which is incorporated herein by
            reference.

Item 8      Identification and Classification of Members of the Group:

            N/A

Item 9      Notice of Dissolution of a Group:

            N/A

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:

            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.

                                        10/10/2007
                                        Date

                                        INVESCO PLC


                                        By: /s/ Lisa Brinkley
                                            ------------------------------------
                                            Lisa Brinkley
                                            Chief Compliance Officer