Washington, D.C. 20549

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                                  NOVAMED, INC.
                                (Name of Issuer)

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

                                 (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

                          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)


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


                            5             Sole Voting Power
Number of                                          0
Beneficially                6             Shared Voting Power
  Owned By                                         0
Reporting                   7             Sole Dispositive Power
    Person                                         0
                            8             Shared Dispositive Power

9        Aggregate Amount Beneficially Owned by Each Reporting Person


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:  Novamed, Inc. (the "Issuer").

         1(b)      Address of the Issuer's Principal Executive Offices: 980 N.
                   Michigan Avenue, Suite 1620, Chicago, IL 60611

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, $0.01 par value

         2(e) CUSIP Number: 66986W108

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

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.

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

                  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.

                                                               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.

                                                               Page 5 of 5 Pages


      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 12, 2008           PEQUOT CAPITAL MANAGEMENT, INC.

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