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

                                  SCHEDULE 13G

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

                           Focus Media Holding Limited
                           ---------------------------
                                (Name of Issuer)

                       Ordinary Shares, $0.00005 par value
                       -----------------------------------
                         (Title of Class of Securities)

                                       N/A
                                       ---
                                 (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  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                                          46,521,400
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                         0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                         48,869,400
    With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                   48,869,400

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)

                                    7.7%

12       Type of Reporting Person (See Instructions)

                                    IA, CO





                                                               Page 3 of 5 Pages


Item     1(a)     Name of Issuer: Focus Media Holding Limited (the "Issuer").

         1(b)     Address of the Issuer's Principal Executive Offices:
                  28-30/F, Zhao Feng World Trade Building, 369 Jiangsu Road,
                  Shanghai 200050 China

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: Ordinary Shares, $0.00005 par value

         2(e)     CUSIP Number: N/A

Item     3.       This statement is filed pursuant to Rule 13d-1(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, 2007 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)
                  includes  29,119,400 ordinary shares of the Issuer represented
                  by American  depositary shares and 19,750,000  ordinary shares
                  of  the  Issuer  represented  by  American  depositary  shares
                  underlying  options, in each case held for the accounts of the
                  Reporting Person's clients.

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.

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 Group:

                  Not applicable.





                                                               Page 4 of 5 Pages


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 such  securities  and were not acquired and are not held in connection
with or as a participant in any transaction having such 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 14, 2008          PEQUOT CAPITAL MANAGEMENT, INC.

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