SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
                  AND AMENDMENTS THERETO FILED PURSUANT TO 13d

                                (Amendment No.3)*

Aether Holdings, Inc. (f/k/a Aether Systems, Inc.)
(Name of Issuer)

Common Stock
(Title of Class of Securities)

00808V105
(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:

[ ]      Rule 13d-1(b)
[x]      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
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 the Following Pages)



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Amaranth LLC

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [x]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  7,302,500

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  7,302,500

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  See 6 and 8 above.

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  16.6%

12.      TYPE OF REPORTING PERSON*

                  CO



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Amaranth Advisors L.L.C.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [x]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  7,302,500

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  7,302,500

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  See 6 and 8 above.

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  16.6%

12.      TYPE OF REPORTING PERSON*

                  IA



1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Nicholas M. Maounis

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [ ]
         (b)      [x]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  7,302,500

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  7,302,500

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  See 6 and 8 above.

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  16.6%

12.      TYPE OF REPORTING PERSON*

                  IN, HC



This statement is filed with respect to the shares of common stock,  having $.01
par value (the "Common  Stock") of Aether  Systems,  Inc. (f/k/a Aether Systems,
Inc.) (the  "Issuer")  beneficially  owned by  Amaranth  LLC,  a Cayman  Islands
exempted   company,   Amaranth   Advisors   L.L.C.   and   Nicholas  M.  Maounis
(collectively,  the  "Reporting  Persons") as of February 3, 2006 and amends and
supplements  the  Schedule  13G filed  October 4, 2004,  as  previously  amended
(collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G
is unmodified.

Item 4.   Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          7,302,500

     (b)  Percent of class:

          16.6%

     (c)  Number of shares as to which such person has:

          (i)   Sole power to vote or direct the vote

                0

          (ii)  Shared power to vote or to direct the vote

                See Item 4(a).

          (iii) Sole power to dispose or to direct the disposition of

                0

          (iv)  Shared power to dispose or to direct the disposition of

                See Item 4(a).



Item 10.  Certification.

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
knowledge and belief, the securities referred to above 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 its knowledge and belief,  each
of the undersigned  certifies that the information  with respect to it set forth
in this statement is true, complete, and correct.


Dated:   February 3, 2006

         AMARANTH  LLC,
             by Amaranth Advisors L.L.C., as Trading Advisor

                By: /s/ Karl Wachter
                    ----------------
                        Karl Wachter, Vice President


          AMARANTH ADVISORS L.L.C.

                By: /s/ Karl Wachter
                    ----------------
                        Karl Wachter, Vice President


          NICHOLAS M. MAOUNIS

          /s/ Karl Wachter
          ----------------
              Karl Wachter by Power of Attorney for Nicholas M. Maounis



                                    EXHIBIT A

                                POWER OF ATTORNEY

The undersigned hereby makes,  constitutes and appoints each of Karl Wachter and
Charles  H.   Winkler   as  the   undersigned's   true  and  lawful   authorized
representative,  attorney-in-fact and agent, each with the power individually to
execute for and on behalf of the undersigned and to file with and deliver to the
United States  Securities  and Exchange  Commission  and any other  authority or
party  required or  entitled  to receive  the same:  (a) any Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and the rules promulgated thereunder; and (b) any Schedule 13D
or Schedule 13G, and any  amendments  thereto,  on behalf of the  undersigned in
accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such  attorney-in-fact the full power
and  authority  to do and  perform  all  and  every  act  and  thing  whatsoever
requisite,  necessary and proper to be done in the exercise of any of the rights
and  powers  herein  granted,  hereby  ratifying  and  confirming  all that such
attorney-in-fact  shall  lawfully do or cause to be done by virtue of this power
of  attorney  and  the  rights  and  powers  herein  granted.   The  undersigned
acknowledges  that each of the foregoing  attorneys-in-fact,  in serving in such
capacity  at  the  request  of  the  undersigned,  is  not  assuming  any of the
undersigned's  responsibilities  to comply with  Section 16 or Section 13 or any
other provision of the 1934 Act.

This  Power of  Attorney  shall  remain  in full  force  and  effect  until  the
undersigned is no longer  required to file any Forms 3, 4 or 5, or Schedules 13D
or 13G, unless earlier revoked by the undersigned in a signed writing  delivered
to the foregoing attorney-in-fact.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of March 12, 2004.


/s/ Nicholas M. Maounis
-----------------------
    Nicholas M. Maounis