-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JD+QbhBRxiei+xf60HBS5wbEOzbeh8mj5VcFCXZ2FnQOQWNCB8RY7ZmdhhCTRDva
 HkTDHK8wEZD4vHDm7sPgzA==

<SEC-DOCUMENT>0000921530-07-000105.txt : 20070214
<SEC-HEADER>0000921530-07-000105.hdr.sgml : 20070214
<ACCEPTANCE-DATETIME>20070214135220
ACCESSION NUMBER:		0000921530-07-000105
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070214
DATE AS OF CHANGE:		20070214
GROUP MEMBERS:		PEQUOT CAPITAL MANAGEMENT, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IRIDEX CORP
		CENTRAL INDEX KEY:			0001006045
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				770210467
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0102

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-48169
		FILM NUMBER:		07617790

	BUSINESS ADDRESS:	
		STREET 1:		1212 TERRA BELLA AVE
		CITY:			MOUNTAIN VIEW
		STATE:			CA
		ZIP:			94043
		BUSINESS PHONE:		6509404700

	MAIL ADDRESS:	
		STREET 1:		1212 TERRA BELLA AVENUE
		CITY:			MOUNTAIN VIEW
		STATE:			CA
		ZIP:			94043

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/A

	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/A
<SEQUENCE>1
<FILENAME>iridex_13ga1-123106.txt
<DESCRIPTION>DECEMBER 31, 2006
<TEXT>

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

                                  SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No.1)*

                               Iridex Corporation
                                (Name of Issuer)

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

                                    462684101
                                 (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 4 Pages



<PAGE>




                                                              Page 2 of 4 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                                   305,600
  Shares
Beneficially         6             Shared Voting Power
  Owned By                                  0
    Each
Reporting            7             Sole Dispositive Power
    Person                                  305,600
    With
                     8             Shared Dispositive Power
                                            0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    305,600

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)

                                    3.9%

12       Type of Reporting Person (See Instructions)

                                    IA, CO



<PAGE>



                                                              Page 3 of 4 Pages


Item     1(a)     Name of Issuer: Iridex Corporation (the "Issuer").

         1(b)     Address of the Issuer's Principal Executive Offices:
                  1212 Terra Bella Avenue, Mountain View, CA  94043-1824

Item     2(a) - (c)   Name, Principal Business Address, and Citizenship of
                      Persons 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: 462684101

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 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.

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 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 that purpose or effect.




<PAGE>


                                                              Page 4 of 4 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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
