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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)

(Amendment No. 3)*

      Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)
	o	Rule 13d-1(c)
	x	Rule 13d-1(d)

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     * 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 in 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 1734 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).

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Item 1(a). Name of Issuer:

     Cross Country Healthcare, Inc. (the “Company”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

     6551 Park of Commerce Blvd, N.W., Boca Raton, Florida 33487

Item 2(a). Name of Person Filing:

     This statement is filed on behalf of the persons identified below. In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1734, as amended (the “Exchange Act”), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Morgan Stanley (“MS”)
Morgan Stanley Venture Capital III, Inc. (“MSVC III, Inc.”)
Morgan Stanley Venture Partners III, L.L.C. (“MSVP III, L.L.C.”)
Morgan Stanley Venture Partners III, L.P. (“MSVP III, L.P.”)
Morgan Stanley Venture Investors III, L.P. (“MSVI III, L.P.”)
The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. (the “Entrepreneur Fund”)
MSDW Capital Partners IV, Inc. (“MSDWCP IV, Inc.”)
MSDW Capital Partners IV, LLC (“MSDWCP IV, LLC”)
Morgan Stanley Dean Witter Capital Investors IV, L.P. (“MSDWCPI IV, L.P.”)

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

     The address of the principal business office of MS, MSVC III, Inc., MSVP III, L.L.C., MSVP III, L.P., MSVI III, L.P., the Entrepreneur Fund, MSDWCP IV, Inc., MSDWCP IV, LLC and MSDWCPI IV, L.P. is:

     1585 Broadway
     New York, New York 10036

Item 2(c). Citizenship:

     The citizenship of MS, MSVC III, Inc., MSVP III, L.L.C., MSVP III, L.P., MSVI III, L.P., the Entrepreneur Fund, MSDWCP IV, Inc., MSDWCP IV, LLC and MSDWCPI IV, L.P. is Delaware.

Item 2(d). Title of Class of Securities:

     This statement relates to the Company’s Common Stock, par value $0.0001 per share (the “Shares”).

Item 2(e). CUSIP Number:

     22748P105

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;

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	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
			If this statement is filed pursuant to Rule 13d-1(c), check this box. o

Item 4. Ownership.

     The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.

     (a)  Amount beneficially owned:

     As of December 31, 2004: (i) MSVP III, L.P. owned directly 381,845 Shares; (ii) MSVI III, L.P. owned directly 36,668 Shares; (iii) the Entrepreneur Fund owned directly 16,696 Shares; and (iv) MSDWCPI IV, L.P. owned directly 119,459 Shares.

     MSVP III, L.L.C. is the general partner of MSVP III, L.P., MSVI III, L.P. and the Entrepreneur Fund (collectively, “Funds III”), and, as such, has the power to vote or direct the vote and to dispose or direct the disposition of all Shares held by Funds III. MSVC III, Inc. is the institutional managing member of MSVP III, L.L.C., and, as such, shares, together with the remaining managing members, the power to direct the actions of MSVP III, L.L.C. MS, as the sole shareholder of MSVC III, Inc., controls the actions of MSVC III, Inc. Therefore, each of MS, MSVP III, L.L.C. and MSVC III, Inc. may be deemed to have beneficial ownership of the 435,209 Shares held collectively by Funds III.

     MSDWCP IV, LLC is the general partner of MSDWCPI IV, L.P. MSDWCP IV, Inc. is the institutional managing member of MSDWCP IV, LLC. MS, as the sole shareholder of MSDWCP IV, Inc., controls the actions of MSDWCP IV, Inc. By virtue of these relationships, each of MS, MSDWCP IV, Inc. and MSDWCP IV, LLC may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of all Shares held by MSDWCPI IV, L.P. Therefore, each of each of MS, MSDWCP IV, Inc. and MSDWCP IV, LLC may be deemed to have beneficial ownership of the 119,459 Shares held by MSDWCPI IV, L.P.

     In addition, MSDWCP IV, LLC is the general partner of Morgan Stanley Dean Witter Capital Partners IV, L.P. (“MSDWCP IV, L.P.”) and MSDW IV 892 Investors, L.P. (“MSDW IV 892, L.P.”). By virtue of a subadvisory arrangement, Metalmark Capital LLC (“Metalmark”) may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of the Shares held by MSDWCP IV, L.P. and MSDW IV 892, L.P. In addition, under the subadvisory arrangement, MSDWCPI IV, L.P. is effectively obligated to vote or direct the vote and to dispose or direct the disposition of any Shares owned directly by it on the same terms and conditions as MSDWCP IV, L.P. and MSDW IV 892, L.P. See the Report on Schedule 13D relating to the Shares, originally filed on August 3, 2004, as amended by Amendment No. 1 thereto filed on February 14, 2004, jointly filed on behalf of Metalmark, MSDWCP IV, L.P. and MSDW IV 892, L.P.

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     MS is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, one of its business units.

      (b) Percent of class:*

Morgan Stanley		1.7% of the Shares
Morgan Stanley Venture Capital III, Inc.		1.4% of the Shares
Morgan Stanley Venture Partners III, L.L.C.		1.4% of the Shares
Morgan Stanley Venture Partners III, L.P.		1.2% of the Shares
Morgan Stanley Venture Investors III, L.P.		0.1% of the Shares
The Morgan Stanley Venture Partners		0.1% of the Shares
Entrepreneur Fund, L.P.
MSDW Capital Partners IV, Inc.		0.4% of the Shares
MSDW Capital Partners IV, LLC		0.4% of the Shares
Morgan Stanley Dean Witter Capital Investors IV, L.P.		0.4% of the Shares

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     * Based on the 32,058,963 Shares reported to be outstanding as of October 31, 2004 on the Form 10-Q filed with the SEC, for the quarter ended September 30, 2004.

(c) Number of shares as to which such person has:

		(i)		(ii)		(iii)		(iv)
		Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
Morgan Stanley		0		554,668		0		554,668
Morgan Stanley Venture Capital III, Inc.		0		435,209		0		435,209
Morgan Stanley Venture Partners III, L.L.C.		0		435,209		0		435,209
Morgan Stanley Venture Partners III, L.P.		0		381,845		0		381,845
Morgan Stanley Venture Investors III, L.P.		0		36,668		0		36,668
The Morgan Stanley Venture
Partners Entrepreneur Fund, L.P.		0		16,696		0		16,696
MSDW Capital Partners IV, Inc.		0		119,459		0		119,459
MSDW Capital Partners IV, LLC		0		119,459		0		119,459
Morgan Stanley Dean Witter Capital
Investors IV, L.P.		0		119,459		0		119,459

 

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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.

      By virtue of the subadvisory arrangement described in Item 4 of this statement, Metalmark may be deemed to have the sole power to direct the receipt of dividends declared on the Shares held by MSDWCP IV, L.P. and MSDW IV 892, L.P. and the proceeds from the sale of such Shares. See response to Item 4 above.

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. Certifications.

     Not applicable

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SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2005

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