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

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                                TeleTech Holdings
                                -----------------
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                          -----------------------------
                         (Title of Class of Securities)

                                    879939106
                                    ---------
                                 (CUSIP Number)

                                December 31, 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










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

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                        0

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)

                                    0.0%

12       Type of Reporting Person (See Instructions)

                                    IA, CO








                                                               Page 3 of 5 Pages


Item 1(a)         Name of Issuer:

                  TeleTech Holdings, Inc. (the "Issuer").

Item 1(b)         Address of the Issuer's Principal Executive Offices:

                  9197 South Peoria Street, Englewood, CO 80112

Item 2(a)         Name of Person Filing:

                  This   statement   is  filed  on  behalf  of  Pequot   Capital
                  Management, Inc. (the "Reporting Person").

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  The address of the principal  business office of the Reporting
                  Person is 500 Nyala Farm Road, Westport, CT, 06880.

Item 2(c)         Citizenship:

                  Pequot Capital Management, Inc. is a Connecticut corporation.

Item 2(d)         Title of Class of Securities:

                  Common Stock, $0.01 par value per share (the "Common Stock").

Item 2(e)         CUSIP Number:

                  879939106

Item 3.           This statement is filed pursusant to Rule 13d-1(b)(1)(ii)(E).

                  The Reporting Person is an investment adviser registered under
                  Section 203 of the Investment Advisers Act of 1940.

Item 4.           Ownership:

                  Ownership as of December 31, 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.



                                                               Page 4 of 5 Pages

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.

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 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
                  that purpose or effect.




                                                               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:  February 14, 2007       PEQUOT CAPITAL MANAGEMENT, INC.

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