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

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*

                           DUSA PHARMACEUTICALS, INC.
                                (Name of Issuer)

                           COMMON STOCK, NO PAR VALUE
                         (Title of Class of Securities)

                                    266898105
                                 (CUSIP Number)

                                FEBRUARY 28, 2006
                      (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






266898105                                                      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                                          45,600
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                         0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                         45,600
    With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    45,600

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)

                                    0.3%

12       Type of Reporting Person (See Instructions)

                                     IA, CO



266898105                                                      PAGE 3 OF 5 PAGES


ITEM 1(A) NAME OF ISSUER: DUSA Pharmaceuticals, Inc. (the "Issuer").

     1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
          25 Upton Drive, Wilmington, MA 01887

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, no par value per
          share

     2(E) CUSIP NUMBER: 266898105

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 February 28, 2006 is incorporated herein by reference
          from items (5) - (9) and (11) of the cover page of the Reporting
          Person.

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 [X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

          Not applicable.

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.




266898105                                                      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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.





266898105                                                      PAGE 5 OF 5 PAGES


                                   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:  March 10, 2006               PEQUOT CAPITAL MANAGEMENT, INC.



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