FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MCHUGH M JOSEPH   2. Issuer Name and Ticker or Trading Symbol PGT, Inc. [PGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6334 GLENDORA AVE 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2010 (Street) DALLAS, TX 75237 4. If Amendment, Date Original Filed(Month/Day/Year) 03/01/2010 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 02/26/2010   X   8,592 (1) (2) A $ 1.5 33,705 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights (right to buy)

$ 1.5

02/26/2010

X

8,592 (3)

02/12/2010

03/12/2010(4)

Common Stock, par value $0.01 per share

17,724

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCHUGH M JOSEPH 6334 GLENDORA AVE DALLAS, TX 75237	X

Signatures

/s/ M. Joseph McHugh		03/22/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	(1) These shares of common stock, par value $0.01 per share, of PGT, Inc. (the "Company") were purchased by M. Joseph McHugh upon exercise of subscription rights issued pro rata to holders of the Company's common stock as of the close of business on February 8, 2010, to purchase shares of the Company's common stock at a subscription price of $1.50 per share (the "Rights Offering") under M. Joseph McHugh's over-subscription privilege in the Rights Offering. This Form 4 amends the Form 4 filed on March 1, 2010, which reported the purchase of 9,132 shares of the Company's common stock under M. Joseph McHugh's basic subscription privilege in the Rights Offering.
(2)	(2) Pursuant to the over-subscription privilege in the Rights Offering, M. Joseph McHugh was entitled to acquire, on a pro rata basis, a portion of any shares of the Company's common stock that were not purchased by other stockholders as of the expiration of the Rights Offering under the basic subscription privilege of the Rights Offering at the same subscription price of $1.50 per share. On March 18, 2010, M. Joseph McHugh was notified that he purchased 8,592 additional shares of the Company's common stock.
(3)	(3) These subscription rights were exercised by M. Joseph McHugh under his over-subscription privilege in the Rights Offering, as described above in Notes 1 and 2.
(4)	(4) The Rights Offering expired at 5:00 p.m., Eastern Time, on March 12, 2010. M. Joseph McHugh exercised subscription rights under his basic subscription privilege and over-subscription privilege in the Rights Offering on February 26, 2010, and was notified on March 18, 2010 of the number of shares of the Company's common stock he purchased under his over-subscription privilege, as described above in Notes 1 and 2.

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