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<SEC-DOCUMENT>0000921530-06-000226.txt : 20060214
<SEC-HEADER>0000921530-06-000226.hdr.sgml : 20060214
<ACCEPTANCE-DATETIME>20060214170254
ACCESSION NUMBER:		0000921530-06-000226
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060214
DATE AS OF CHANGE:		20060214

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HEALTHCARE SERVICES GROUP INC
		CENTRAL INDEX KEY:			0000731012
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
		IRS NUMBER:				232018365
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-35875
		FILM NUMBER:		06616747

	BUSINESS ADDRESS:	
		STREET 1:		2643 HUNTINGDON PIKE
		CITY:			HUNTINGDON VALLEY
		STATE:			PA
		ZIP:			19006
		BUSINESS PHONE:		2159381661

	MAIL ADDRESS:	
		STREET 1:		2643 HUNTINGDON PIKEE
		CITY:			HUNTINGDON VALLEY
		STATE:			PA
		ZIP:			19006

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PEQUOT CAPITAL MANAGEMENT INC
		CENTRAL INDEX KEY:			0001071955
		IRS NUMBER:				061524885
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		500 NYALA FARM ROAD
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2034292200

	MAIL ADDRESS:	
		STREET 1:		500 NYALA FARM ROAD
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PEQUOT CAPITAL MANAGEMENT INC/CT/
		DATE OF NAME CHANGE:	19981118
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>healthcare_13g-020906.txt
<DESCRIPTION>FORM 13G
<TEXT>

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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 6)*

                         Healthcare Services Group, Inc.
                                (Name of Issuer)

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

                                    421906108
                                 (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:

                                [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>


                                                              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                                      2,210,650
  Shares
Beneficially            6             Shared Voting Power
  Owned By                                     0
    Each
Reporting               7             Sole Dispositive Power
    Person                                     2,246,050
    With
                        8             Shared Dispositive Power
                                               0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    2,246,050

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)

                                    8.4%

12       Type of Reporting Person (See Instructions)

                                    IA, CO





<PAGE>


                                                              Page 3 of 5 Pages


Item     1(a)     Name of Issuer: Healthcare Services Group, Inc.
                  (the "Issuer").

         1(b)     Address of the Issuer's Principal Executive Offices: 3220
                  Tillman Drive, Suite 300, Bensalem, PA 19020

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
                  per share

         2(e)     CUSIP Number: 421906108

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 December 31, 2005 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:

                  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.
                  Although such accounts do not have beneficial ownerhip of such
                  shares  for  purposes  of  Section  13 and  Section  16 of the
                  Securities  Exchange Act of 1934, one account of the reporting
                  person,  Pequot Scout Fund, L.P., owns of record 5% or more of
                  the Issuer's outstanding Securities.

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>

                                                              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 that purpose or effect.




<PAGE>



                                   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, 2006         PEQUOT CAPITAL MANAGEMENT, INC.

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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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