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

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 9)*

                                   Akorn, Inc.
                                (Name of Issuer)

                           Common Stock, no par value
                         (Title of Class of Securities)

                                    009728106
                                 (CUSIP Number)

                                  May 31, 2009
                      (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>




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                                          1,315,285
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                         0
    Each
Reporting                   7             Sole Dispositive Power
    Person                                         1,315,285
    With
                            8             Shared Dispositive Power
                                                   0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    1,315,285

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)

                                    1.5%

12       Type of Reporting Person (See Instructions)

                                    IA, CO



<PAGE>


Item     1(a)     Name of Issuer:  Akorn, Inc. (the "Issuer").

         1(b)     Address of the Issuer's Principal Executive Offices: 1925 W.
                  Field Ct, Suite 300, Lake Forest, IL 60045

Item     2(a) - (c)        Name, Principal Business Address, and Citizenship of
                           Person Filing:
                           Pequot Capital Management, Inc.
                           187 Danbury Road, Wilton, CT 06897
                           which is a Connecticut corporation.

         2(d) Title of Class of Securities: Common Stock, no par value

         2(e) CUSIP Number: 009728106

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 May 31, 2009 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 a 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.



<PAGE>


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>


                                   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:  June 10, 2009                   PEQUOT CAPITAL MANAGEMENT, INC.

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