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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                         Navios Maritime Holdings, Inc.
                                (Name of Issuer)

                         Common Stock, $0.0001 par value
                         (Title of Class of Securities)

                                    Y62196103
                                 (CUSIP Number)

                                December 31, 2005
                      (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 on 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).

                          Continued on following pages
                                Page 1 of 5 Pages







                                                              Page 2 of 5 Pages

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

                  PEQUOT CAPITAL MANAGEMENT, INC.
                  06-1524885

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

                  CONNECTICUT

                       5             Sole Voting Power
Number of                                     5,215,400
  Shares
Beneficially           6             Shared Voting Power
  Owned By                                    0
    Each
Reporting              7             Sole Dispositive Power
    Person                                    5,386,200
    With
                       8             Shared Dispositive Power
                                              0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    5,386,200

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [   ]

11       Percent of Class Represented By Amount in Row (9)

                                    12.5%

12       Type of Reporting Person (See Instructions)

                                    IA, CO






                                                              Page 3 of 5 Pages


Item     1(a)     Name of Issuer: Navios Maritime Holdings, Inc. (the "Issuer").

         1(b)     Address of the Issuer's Principal Executive Offices:
                  67 Notara Street, Piraeus, Greece 185 35

Item     2(a) - (c)   Name, Principal Business Address, and Citizenship of
                      Person Filing: Pequot Capital Management, Inc., 500 Nyala
                      Farm Road, Westport, CT, 06880, which is a Connecticut
                      corporation.

         2(d)     Title of Class of Securities: Common Stock, $0.0001 par value
                  per share

         2(e)     CUSIP Number:  Y62196103

Item     3.       This statement is filed pursuant to Rule 13(d)(b)(1)(ii)(E).
                  Pequot Capital Management, Inc. is an investment adviser
                  registered under Section 203 of the Investment Advisers Act
                  of 1940.


Item     4.       Ownership:

                  Ownership as of December 31, 2005 is incorporated herein by
                  reference from items (5) - (9) and (11) of the cover page of
                  the Reporting Person.

                  The number of shares reported in Items (5) - (9) and (11)
                  consists of 2,209,600 shares and 3,176,600 shares issuable
                  upon the exercise of certain warrants held for the accounts of
                  the Reporting Person's clients. Certain of the shares reported
                  in Items (5) - (9) and (11) were acquired through the purchase
                  of units of the Issuer, each of which consists of one share
                  and two warrants to purchase shares.

Item     5.       Ownership of Five Percent or Less of a Class:

                  Not applicable.

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

                  The Reporting Person is an investment adviser registered under
                  Section  203 of the  Investment  Advisers  Act of 1940 and, as
                  such,  has  beneficial  ownership  of the shares which are the
                  subject of this filing through the  investment  discretion the
                  Reporting  Person   exercises  over  its  clients'   accounts.
                  Although  such  accounts do not have  beneficial  ownership of
                  such  shares for  purposes of Section 13 and Section 16 of the
                  Securities  Exchange Act of 1934, one account of the Reporting
                  Person, Pequot Scout Fund, L.P. owns of record more than 5% of
                  the Issuer's outstanding shares.

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.





                                                              Page 4 of 5 Pages

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.








                                   SIGNATURES


         After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Date:  February 13, 2006      PEQUOT CAPITAL MANAGEMENT, INC.

                              By:      /s/ Aryeh Davis
                                       -----------------------------
                              Name:    Aryeh Davis
                              Title:   Chief Operating Officer, General Counsel
                                       and Secretary