UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment
No. 1  to  FORM 20-F
 (Mark One)
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    Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
 or
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    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
fiscal year ended December 31, 2008.
 or
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    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from _______ to _______
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    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number 001-
 Focus Media Holding Limited
 (Exact Name of Registrant as Specified in Its Charter)
 Cayman Islands
(Jurisdiction of Incorporation or Organization)
 28-30/F, Zhao Feng World Trade Building
369 Jiangsu Road, Shanghai 200050, PRC
(Address of Principal Executive Offices)
 Contact Person: Mr. Alex Yang
Acting Chief Financial Officer
Phone: +86 21 2216 4088
Facsimile: +86 21 2216 4174
Address: 28-30/F, Zhaofeng World Trade Building
369 Jiangsu Road, Shanghai 200050, P.R.C.
*(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredOrdinary Shares, par value US$0.00005 per share
    
    Nasdaq Global Market
  (Title of Class)
  (Title of Class)
  664,692,030 Ordinary Shares
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  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o  þ
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 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)
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EXPLANATORY NOTE
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ITEM 19.  EXHIBITS
 ExhibitNumber
    
    Description of Exhibits3.1*
    
    Amended and Restated Memorandum and Articles of Association of Focus Media
Holding Limited.4.1*
    
    Specimen Ordinary Share Certificate.4.2*
    
    Amended and Restated Shareholders Agreement of Focus Media Holding
Limited, dated December 2, 2004, among Focus Media Holding Limited, its
subsidiaries, its ordinary shareholders, its preferred shareholders and
the investors named therein.4.3*
    
    Deposit Agreement dated July 18, 2005 among the Registrant, Citibank, N.A.
and holders of the American Depositary Receipts (incorporated by reference
to the registration statement on Form F-6 (File No. 333-126011) filed with
the Securities and Exchange Commission with respect to American Depositary
Shares representing ordinary shares).5.1*
    
    Form of opinion of Conyers, Dill & Pearman, Cayman Islands special counsel
to the registrant, regarding the validity of the ordinary shares being
registered.5.2*
    
    Form of opinion of Global Law Office, counsel as to PRC law to the
registrant, regarding the validity of (i) the corporate structure of Focus
Media Technology (Shanghai) Co., Ltd. and Shanghai Focus Media
Advertisement Co., Ltd. and contractual arrangements among Focus Media
Technology (Shanghai) Co., Ltd., Shanghai Focus Media Advertisement Co.,
Ltd. and its subsidiaries, Jason Nanchun Jiang and Jimmy Wei Yu, (ii) the
corporate structure of Framedia Investment and Shanghai Framedia
Advertisement Development Co., Ltd. and contractual arrangements among
Framedia Investment and Shanghai Framedia Advertisement Development Co.,
Ltd. and its subsidiaries, Jason Nanchun Jiang and Jimmy Wei Yu and (iii)
the corporate structure of Shanghai Focus Media Advertisement Co., Ltd.,
Shanghai Focus Media Advertising Agency Co., Ltd., Beijing Dotad
Technology Co., Ltd., Beijing Focus Media Wireless Technology Co., Ltd.,
Jason Nanchun Jiang and Jimmy Wei Yu.8.1*
    
    Form of opinion of Conyers, Dill & Pearman, special Cayman Islands tax
counsel to the registrant, regarding tax matters.10.1*
    
    Rules of the 2003 Employee Share Option Scheme and form of grant letter.10.2*
    
    Technology License and Service Agreement, dated March 28, 2005, by and
among Focus Media Digital Information Technology (Shanghai) Co., Ltd.,
Shanghai Focus Media Advertisements Co., Ltd. and the subsidiaries of
Shanghai Focus Media Advertisement Co., Ltd.10.3*
    
    Business Cooperation Agreement, dated March 28, 2005, by and among
Shanghai Focus Media Advertisement Co., Ltd., Shanghai Focus Media
Advertising Agency Co., Ltd. and the subsidiaries of Shanghai Focus Media
Advertisement Co., Ltd.10.4*
    
    Equity Pledge Agreement, dated March 28, 2005, by and among Jason Nanchun
Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus
Media Technology (Shanghai) Co., Ltd., Focus Media Digital Information
Technology (Shanghai) Co., Ltd. and the subsidiaries of Shanghai Focus
Media Advertisement Co., Ltd.10.5*
    
    Call Option Agreement, dated March 28, 2005, among Jason Nanchun Jiang,
Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd. and Focus Media
Technology (Shanghai) Co., Ltd.10.6*
    
    Shareholders Voting Rights Proxy Agreement, dated March 28, 2005, among
Jason Nanchun Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co.,
Ltd., Focus Media Technology (Shanghai) Co., Ltd. and the subsidiaries of
Shanghai Focus Media Advertisement Co., Ltd.10.7*
    
    Trust Agreement, dated March 28, 2005, by and between Shanghai Focus Media
Advertisement Co., Ltd. and Focus Media Technology (Shanghai) Co., Ltd.
 2




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ExhibitNumber
    
    Description of Exhibits10.8*
    
    Trademark License Agreement, dated March 28, 2005, by and among Focus
Media Technology (Shanghai) Co., Ltd., Shanghai Focus Media Advertisement
Co., Ltd. and its subsidiaries.10.9*
    
    Loan Agreement, dated June 10, 2003, among Focus Media Holding Limited,
Jason Nanchun Jiang, Jimmy Wei Yu, Yuanzhe Fu, Yibing Zhou and Yiqing Hou.10.10*
    
    Loan Agreement, dated March 28, 2005, by and between Jason Nanchun Jiang
and Focus Media Technology (Shanghai) Co., Ltd.10.11*
    
    Loan Agreement, dated March 28, 2005, by and among Jimmy Wei Yu, Focus
Media Technology (Shanghai) Co., Ltd. and Shanghai Focus Media
Advertisement Co., Ltd.10.12*
    
    Form of Employment Agreement of Focus Media Technology (Shanghai) Co., Ltd.10.13*
    
    Manager Non-Competition Agreement entered into by Focus Media Holding
Limited and Jason Nanchun Jiang on November 29, 2004.10.14*
    
    Technology Transfer Agreement entered into by Jimmy Wei Yu and Focus Media
Digital Information (Shanghai) Co., Ltd., dated November 1, 2004.10.15*
    
    Asset and Business Acquisition Agreement between Shanghai Everease
Communication Company and Shanghai Focus Media Advertisement Co., Ltd.
dated July 1, 2003.10.16*
    
    Everease Non-competition Agreement between Focus Media Holding Limited and
Shanghai Everease Communication Company, dated as of November 2004.10.17*
    
    Sales Contract between Shanghai Everease Communication Company and
Shanghai Focus Media Advertisement Co., Ltd., dated May 2003.10.18*
    
    Project Cooperation Framework Agreement between Shanghai Everease
Communication Company and Beijing Suodi Advertising Co., Ltd., dated
February, April and June 2003.10.19*
    
    Transfer Agreement on Project Cooperation Framework Agreement between
Shanghai Focus Media Advertisement Co., Ltd. and Beijing Suodi Advertising
Co., Ltd., dated August 28, 2003.10.20*
    
    Business Agency Agreement between Shanghai On-Target Advertising Co., Ltd.
and Shanghai Focus Media Advertisement Co., Ltd.10.21*
    
    Agreement between Shanghai On-Target Advertising Co., Ltd., Jimmy Wei Yu,
Shanghai Focus Media Advertisement Co., Ltd., Union Enterprise Holding
Co., Ltd. and Shenlong Lin, dated October 15, 2003.10.22*
    
    Acknowledgement Letter entered into as of March 28, 2005 by and among
Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology
(Shanghai) Co., Ltd., Focus Media Digital Information Technology
(Shanghai) Co., Ltd. and subsidiaries of Shanghai Focus Media
Advertisement Co., Ltd.10.23*
    
    Share Option Plan 2005.10.24*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Fuzhou Fukesi Advertisement Co., Ltd.10.25*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Hefei Fukesi Advertisement Co., Ltd.
 3




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ExhibitNumber
    
    Description of Exhibits10.26*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated
January 13, 2006, of Shanghai Focus Media Co., Ltd. and Hefei Fukesi
Advertisement Co., Ltd.10.27*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Shenyang Focus Media Advertisement Co., Ltd.10.28*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Shenzhen Bianjie Building Advertisement Co., Ltd.10.29*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated
January 13, 2006, of Shanghai Focus Media Co., Ltd. and Shenzhen Bianjie
Building Advertisement Co., Ltd.10.30*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Fuzhou Fukesi Advertisement Co., Ltd.10.31*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Hefei Fukesi Advertisement Co., Ltd.10.32*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated
January 13, 2006, of Shanghai Focus Media Co., Ltd. and Hefei Fukesi
Advertisement Co., Ltd.10.33*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Shenyang Focus Media Advertisement Co., Ltd.10.34*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated
January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and
Shenzhen Bianjie Building Advertisement Co., Ltd.10.35*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated
January 13, 2006, of Shanghai Focus Media Co., Ltd. and Shenzhen Bianjie
Building Advertisement Co., Ltd.10.36*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights
Proxy Agreement, dated January 13, 2006, of Shanghai Focus Media
Advertisement Co., Ltd. and Fuzhou Fukesi Advertisement Co., Ltd.10.37*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights
Proxy Agreement, dated January 13, 2006, of Shanghai Focus Media
Advertisement Co., Ltd. and Hefei Fukesi Advertisement Co., Ltd.10.38*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights
Proxy Agreement, dated January 13, 2006, of Shanghai Focus Media Co., Ltd.
and Hefei Fukesi Advertisement Co., Ltd.10.39*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights
Proxy Agreement, dated January 13, 2006, of Shanghai Focus Media
Advertisement Co., Ltd. and Shenyang Focus Media Advertisement Co., Ltd.10.40*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights
Proxy Agreement, dated January 13, 2006, of Shanghai Focus Media
Advertisement Co., Ltd. and Shenzhen Bianjie Building Advertisement Co.,
Ltd.
 4




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ExhibitNumber
    
    Description of Exhibits10.41*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights
Proxy Agreement, dated January 13, 2006, of Shanghai Focus Media Co., Ltd.
and Shenzhen Bianjie Building Advertisement Co., Ltd.10.42*
    
    Equity Pledge Agreement, dated January 13, 2006, by and among Shanghai
Focus Media Advertisement Co., Ltd., Shanghai Focus Media Co., Ltd.,
Shanghai Framedia Investment Consultancy Co., Ltd. and the Local
Advertisement Companies named therein.10.43*
    
    Call Option Agreement, dated January 13, 2006, by and among Shanghai Focus
Media Advertisement Co., Ltd., Shanghai Focus Media Co., Ltd., Shanghai
Framedia Investment Consultancy Co., Ltd. and the Local Advertisement
Companies named therein.10.44*
    
    Shareholders Voting Rights Proxy Agreement, dated January 13, 2006, by
and among Shanghai Focus Media Advertisement Co., Ltd., Shanghai Focus
Media Co., Ltd., Shanghai Framedia Investment Consultancy Co., Ltd. and
the Local Advertisement Companies named therein.10.45*
    
    Equity Pledge Agreement, dated January 13, 2006, by and among Lei Liu,
Yong Shi, Shanghai Framedia Investment Consultancy Co., Ltd. and Guangdong
Century Shenghuo Advertisement Co., Ltd.10.46*
    
    Call Option Agreement, dated January 13, 2006, by and among Lei Liu, Yong
Shi, Shanghai Framedia Investment Consultancy Co., Ltd. and Guangdong
Century Shenghuo Advertisement Co., Ltd.10.47*
    
    Shareholders Voting Rights Proxy Agreement, dated January 13, 2006, by
and among Lei Liu, Yong Shi, Shanghai Framedia Investment Consultancy Co.,
Ltd. and Guangdong Century Shenghuo Advertisement Co., Ltd.10.48*
    
    Share Purchase Agreement, dated October 15, 2005, as amended and
supplemented, among Focus Media Holding Limited, Infoachieve Limited,
Total Team Investments Limited and the other Infoachieve parties named
therein.10.49*
    
    Share Purchase Agreement, dated as of January 7, 2006, among Focus Media
Holding Limited, Target Media Holdings Limited and Its Shareholders.10.50*
    
    Asset Transfer Agreement, dated December 31, 2005, by and between Focus
Media Digital Information Technology (Shanghai) Co., Ltd. and Shanghai New
Focus Media Advertisement Co., Ltd.10.51*
    
    Share Purchase Agreement, dated March 7, 2006, by and among Focus Media
Holding Limited and Dotad Wireless Holdings Co., Ltd.10.52*
    
    Equity Pledge Agreement, dated May 22, 2006, by and among Shanghai Focus
Media Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency
Co., Ltd., Beijing Dotad Technology Co., Ltd and Beijing Focus Media
Wireless Co., Ltd.10.53*
    
    Call Option Agreement, dated May 22, 2006, by and among Shanghai Focus
Media Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency
Co., Ltd., Beijing Dotad Technology Co., Ltd and Beijing Focus Media
Wireless Co., Ltd.10.54*
    
    Shareholders Voting Rights Proxy Agreement, dated May 22, 2006, by and
among Shanghai FocusMedia Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency
Co., Ltd., Beijing Dotad Technology Co., Ltd and Beijing Focus Media
Wireless Co., Ltd.
 5




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ExhibitNumber
    
    Description of Exhibits10.55*
    
    Equity Pledge Agreement, dated May 22, 2006, by and among Shanghai Focus
Media Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency
Co., Ltd., Shanghai Framedia Investment Consulting Co., Ltd. and Guandong
Shiji Shenghuo Advertisement Co., Ltd.10.56*
    
    Call Option Agreement, dated May 22, 2006, by and among Shanghai Focus
Media Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency
Co., Ltd., Shanghai Framedia Investment Consulting Co., Ltd. and Guandong
Shiji Shenghuo Advertisement Co., Ltd.10.57*
    
    Shareholders Voting Rights Proxy Agreement, dated May 22, 2006, by and
among Shanghai Focus Media Advertisement Co., Ltd., Shanghai Focus Media
Advertising Agency Co., Ltd., Shanghai Framedia Investment Consulting Co.,
Ltd. and Guandong Shiji Shenghuo Advertisement Co., Ltd.10.58*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai New Focus Media Advertisement Co., Ltd.10.59*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai New Focus Media Advertisement Co., Ltd.10.60*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai New Focus Media
Advertisement Co., Ltd.10.61*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai New Focus Media Advertising Agency Co., Ltd.10.62*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai New Focus Media Advertising Agency Co., Ltd.10.63*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai New Focus Media
Advertising Agency Co., Ltd.10.64*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai Target Media Co., Ltd.10.65*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai Target Media Co., Ltd.10.66*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai Target Media Co., Ltd.10.67*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Dongguan Focus Media Advertisement Co., Ltd.10.68*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Dongguan Focus Media Advertisement Co., Ltd.10.69*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Dongguan Focus Media Advertisement
Co., Ltd.10.70*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.10.71*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.
 6




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ExhibitNumber
    
    Description of Exhibits10.72*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Fuzhou Fukesi Advertising Co.,
Ltd.10.73*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Hefei Fukesi Advertising Co., Ltd.10.74*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Hefei Fukesi Advertising Co., Ltd.10.75*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Hefei Fukesi Advertising Co., Ltd.10.76*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai On-Target Advertisement Co., Ltd.10.77*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai On-Target Advertisement Co., Ltd.10.78*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai On-Target Advertisement
Co., Ltd.10.79*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai Jiefang Focus Media Advertisement Co., Ltd.10.80*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai Jiefang Focus Media Advertisement Co., Ltd.10.81*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai Jiefang Focus Media
Advertisement Co., Ltd.10.82*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.10.83*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.10.84*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shanghai Perfect Media Advertising
Agency Co., Ltd.10.85*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shenzhen E-Time Commercial Consulting Co., Ltd.10.86*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shenzhen E-Time Commercial Consulting Co., Ltd.10.87*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shenzhen E-Time Commercial
Consulting Co., Ltd.10.88*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shenzhen Bianjie Building Advertisement Co., Ltd.10.89*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shenzhen Bianjie Building Advertisement Co., Ltd.
 7




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ExhibitNumber
    
    Description of Exhibits10.90*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shenzhen Bianjie Building
Advertisement Co., Ltd.10.91*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated
May 22, 2006, of Shenyang Focus Media Advertising Co., Ltd.10.92*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated
May 22, 2006, of Shenyang Focus Media Advertising Co., Ltd.10.93*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights
Proxy Agreement, dated May 22, 2006, of Shenyang Focus Media Advertising
Co., Ltd.10.94*
    
    Cooperation Agreement, dated May 22, 2006, by and among Shanghai Focus
Media Advertisement Co. Ltd. and its local advertising subsidiaries named
therein and Shanghai New Focus Media Advertisement Co. Ltd.10.95*
    
    Technology Transfer Agreement, dated as of May 22, 2006, by and between
Focus Media Digital Information Technology (Shanghai) Co., Ltd. and
Shanghai New Focus Media Advertisement Co., Ltd.10.96*
    
    Advertisement Dissemination Agreement, dated May 22, 2006, by and between
Shanghai Focus Media Advertising Agency Co., Ltd. and Shanghai New Focus
Media Advertisement Co., Ltd.10.97*
    
    2006 Share Option Plan.10.98*
    
    Share Purchase Agreement, dated as of February 28, 2007, among Allyes
Information Technology Company Limited, the selling shareholders named
therein and Focus Media Holding Limited.10.99*
    
    Asset Transfer Agreement, dated as of January 30, 2003, among Shanghai
Allyes Advertisement Co., Ltd., New Allyes Information Technology
(Shanghai) Co., Ltd., Xiangdong Xiong and Jiangang Wang.10.100*
    
    Call Option Agreement, dated as of January 30, 2003, among Jiangang Wang,
New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Allyes
Advertisement Co., Ltd.10.101*
    
    Call Option Agreement, dated as of January 30, 2003, among Xiangdong
Xiong, new Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai
Allyes Advertisement Co., Ltd.10.102*
    
    Equity Interests Pledge Agreement, dated as of January 30, 2003, between
New Allyes Information Technology (Shanghai) Co., Ltd. and Jianggang Wang.10.103*
    
    Equity Interests Pledge Agreement, dated as of January 30, 2003, between
New Allyes Information Technology (Shanghai) Co., Ltd. and Xiangdong
Xiong.10.104*
    
    Exclusive Service Agreement, dated as of January 20, 2003, by and among
Shanghai Allyes Advertisement Co., Ltd. and New Allyes Information
Technology (Shanghai) Co., Ltd.10.105*
    
    Loan Agreement, dated as of January 10, 2003, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.106*
    
    Loan Agreement, dated as of January 10, 2003, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Xiangdong Xiong.
 8




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ExhibitNumber
    
    Description of Exhibits10.107*
    
    Shareholders Voting Rights Proxy Agreement, dated as of January 30, 2003,
among Xiangdong Xiong, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shanghai Allyes Advertisement Co., Ltd.10.108*
    
    Call Option Agreement, dated November 1, 2004, among Jiangang Wang, New
Allyes Information Technology (Shanghai) Co., Ltd. and Shenzhen Baifen
Creation Advertisement Co., Ltd.10.109*
    
    Call Option Agreement, dated November 1, 2004, among Xiangdong Xiong, New
Allyes Information Technology (Shanghai) Co., Ltd. and Shenzhen Baifen
Creation Advertisement Co., Ltd.10.110*
    
    Equity Interests Pledge Agreement, dated November 1, 2004, by and between
New Allyes Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.111*
    
    Equity Interests Pledge Agreement, dated November 1, 2004, by and between
New Allyes Information Technology (Shanghai) Co., Ltd. and Xiangdong
Xiong.10.112*
    
    Exclusive Service Agreement, dated as of November 1, 2004, by and among
Shenzhen Baifen Creation Advertisement Co., Ltd. and New Allyes
Information Technology (Shanghai) Co., Ltd.10.113*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.114*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Xiangdong Xiong.10.115*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 1, 2004,
among Jiangang Wang, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shenzhen Baifen Creation Advertisement Co., Ltd.10.116*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 1, 2004,
among Xiangdong Xiong, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shenzhen Baifen Creation Advertisement Co., Ltd.10.117*
    
    Asset Transfer Agreement, dated November 30, 2004, among Shanghai Huxin
Advertisement Co., Ltd., New Allyes Information Technology (Shanghai) Co.,
Ltd., Suyang Zhang and Hailong Zhu.10.118*
    
    Call Option Agreement, dated November 30, 2004, among Suyang Zhang, New
Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Huxin
Advertisement Co., Ltd.10.119*
    
    Call Option Agreement, dated November 30, 2004, among Hailong Zhu, New
Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Huxin
Advertisement Co., Ltd.10.120*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between
New Allyes Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.121*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between
New Allyes Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.122*
    
    Exclusive Service Agreement, dated as of November 11, 2004, by and among
Shanghai Huxin Advertisement Co., Ltd. and New Allyes Information
Technology (Shanghai) Co., Ltd.10.123*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes
Information Technology(Shanghai) Co., Ltd. and Suyang Zhang.
 9




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ExhibitNumber
    
    Description of Exhibits10.124*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.125*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30,
2004, among Suyang Zhang, New Allyes Information Technology (Shanghai)
Co., Ltd. and Shanghai Huxin Advertisement Co., Ltd.10.126*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30,
2004, among Hailong Zhu, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shanghai Huxin Advertisement Co., Ltd.10.127*
    
    Asset Transfer Agreement, dated as of November 30, 2004, among Shanghai
MSN Advertisement Co., Ltd., New Allyes Information Technology (Shanghai)
Co., Ltd., Suyang Zhang and Hailong Zhu.10.128*
    
    Call Option Agreement, dated November 30, 2004, among Suyang Zhang, New
Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai MSN
Advertisement Co., Ltd.10.129*
    
    Call Option Agreement, dated November 30, 2004, among Hailong Zhu, New
Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai MSN
Advertisement Co., Ltd.10.130*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between
New Allyes Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.131*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between
New Allyes Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.132*
    
    Exclusive Service Agreement, dated as of November 3, 2004, by and among
Shanghai MSN Advertisement Co., Ltd. and New Allyes Information Technology
(Shanghai) Co., Ltd.10.133*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.134*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.135*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30,
2004, among Suyang Zhang, New Allyes Information Technology (Shanghai)
Co., Ltd. and Shanghai MSN Advertisement Co., Ltd.10.136*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30,
2004, among Hailong Zhu, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shanghai MSN Advertisement Co., Ltd.10.137*
    
    Asset Transfer Agreement, dated as of May 17, 2005, among Shanghai Quanshi
Advertisement Co., Ltd., New Allyes Information Technology (Shanghai) Co.,
Ltd., Suyang Zhang and Hailong Zhu.10.138*
    
    Call Option Agreement, dated May 17, 2005, among Hailong Zhu, New Allyes
Information Technology (Shanghai) Co., Ltd. and Shanghai Quanshi
Advertisement Co., Ltd.10.139*
    
    Call Option Agreement, dated May 17, 2005, among Hailong Zhu, New Allyes
Information Technology (Shanghai) Co., Ltd. and Shanghai Quanshi
Advertisement Co., Ltd.
 10




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##### 



ExhibitNumber
    
    Description of Exhibits10.140*
    
    Equity Interests Pledge Agreement, dated May 17, 2005, by and between New
Allyes Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.141*
    
    Equity Interests Pledge Agreement, dated May 17, 2005, by and between New
Allyes Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.142*
    
    Exclusive Service Agreement, dated as of April 20, 2005, by and among
Shanghai Quanshi Advertisement Co., Ltd. and New Allyes Information
Technology (Shanghai) Co., Ltd.10.143*
    
    Loan Agreement, dated as of April 20, 2005, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.144*
    
    Loan Agreement, dated as of April 20, 2005, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.145*
    
    Shareholders Voting Rights Proxy Agreement, dated as of May 17, 2005,
among Suyang Zhang, New Allyes Information Technology (Shanghai) Co., Ltd.
and Shanghai Quanshi Advertisement Co., Ltd.10.146*
    
    Shareholders Voting Rights Proxy Agreement, dated as of May 17, 2005,
among Hailong Zhu, New Allyes Information Technology (Shanghai) Co., Ltd.
and Shanghai Quanshi Advertisement Co., Ltd.10.147*
    
    Supplemental Agreement for Loan Agreement, dated as of March 20, 2006, by
and among New Allyes Information Technology (Shanghai) Co., Ltd. and
Suyang Zhang.10.148*
    
    Supplemental Agreement for Loan Agreement, dated as of March 20, 2006, by
and among New Allyes Information Technology (Shanghai) Co., Ltd. and
Hailong Zhu.10.149*
    
    Call Option Agreement, dated July 1, 2006, among Hailong Zhu, New Allyes
Information Technology (Shanghai) Co., Ltd. and Shanghai Kuantong
Advertisement Co., Ltd.10.150*
    
    Call Option Agreement, dated July 1, 2006, among Hailong Zhu, New Allyes
Information Technology (Shanghai) Co., Ltd. and Shanghai Kuantong
Advertisement Co., Ltd.10.151*
    
    Equity Interests Pledge Agreement, dated July 1, 2006, by and between New
Allyes Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.152*
    
    Equity Interests Pledge Agreement, dated July 1, 2006, by and between New
Allyes Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.153*
    
    Exclusive Service Agreement, dated as of July 1, 2006, by and among
Shanghai Kuantong Advertisement Co., Ltd. and New Allyes Information
Technology (Shanghai) Co., Ltd.10.154*
    
    Loan Agreement, dated as of June 20, 2006, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.155*
    
    Loan Agreement, dated as of June 20, 2006, by and among New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.156*
    
    Shareholders Voting Rights Proxy Agreement, dated as of July 1, 2006,
among Jiangang Wang, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shanghai Kuantong Advertisement Co., Ltd.10.157*
    
    Shareholders Voting Rights Proxy Agreement, dated as of July 1, 2006,
among Suyang Zhang, New Allyes Information Technology (Shanghai) Co., Ltd.
and Shanghai Kuantong Advertisement Co., Ltd.
 11




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##### 



ExhibitNumber
    
    Description of Exhibits10.158*
    
    Share Purchase Agreement, dated as of July 21, 2006, among EFT Partners
Limited, Focus Media Holdings Limited, Appreciate Capital Ltd., Zhang
Qingyong and Wang Yongmei.10.159*
    
    Registration Rights Agreement, dated as of March 28, 2007, by and among
Focus Media Holding Limited and Persons who represent certain former
shareholders, warrant holders and options holders of Allyes Information
Technology Company Limited.10.160*
    
    Shareholders Voting Rights Proxy Agreement, dated as of January 30, 2003,
among Jiangang Wang, New Allyes Information Technology (Shanghai) Co.,
Ltd. and Shanghai Allyes Advertisement Co., Ltd.10.161*
    
    2007 Share Option Plan10.162*
    
    Share Purchase Agreement, dated as of December 8, 2007, among Focus Media
Holding Limited, CGEN Digital Media Company Limited and the selling
shareholders and other parties named therein.10.163*
    
    Registration Rights Agreement, dated as of January 2, 2008, among Focus
Media Holding Limited and the former shareholders of CGEN Digital Media
Company Limited named therein.10.164*
    
    Equity Pledge Agreement, dated as of January 5, 2008, among Shanghai Focus
Media Advertisement Co., Ltd, Shanghai Focus Media Advertising Agency Co.,
Ltd., CGEN Digital Technology (Shanghai) Company Ltd. And Shanghai CGEN
Culture Communication Company Ltd.10.165*
    
    Call Option Agreement, dated as of January 5, 2008, among Shanghai Focus
Media Advertisement Co., Ltd, Shanghai Focus Media Advertising Agency Co.,
Ltd., CGEN Digital Technology (Shanghai) Company Ltd. And Shanghai CGEN
Culture Communication Company Ltd10.166*
    
    Shareholders Voting Rights Proxy Agreement, dated as of January 5, 2008,
among Shanghai Focus Media Advertisement Co., Ltd, Shanghai Focus Media
Advertising Agency Co., Ltd., CGEN Digital Technology (Shanghai) Company
Ltd. And Shanghai CGEN Culture Communication Company Ltd10.167*
    
    Exclusive Technology and Consulting Agreement, dated as of January 16,
2006, among CGEN Digital Technology (Shanghai) Company Ltd. And Shanghai
CGEN Culture Communication Company Ltd10.168*
    
    Termination and Release Agreement, dated as of December 8, 2008, among
Focus Media Holding Limited, CGEN Digital Media Company Limited, Chan Yi
Sing (individually and as representative of all CGEN selling
shareholders), Guanyong Tian and Mei Lijun.10.169*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH
Advertising Co., Ltd, Liu Yi Nuo and Shanghai Chuanzhi Advertisement Co.,
Ltd.10.170*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007,
among Shanghai OOH Advertising Co., Ltd, Liu Yi Nuo and Shanghai Chuanzhi
Advertisement Co., Ltd.10.171*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH
Advertising Co., Ltd, Pan Ze Xin and Shanghai Chuanzhi Advertisement Co.,
Ltd.10.172*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007,
among Shanghai OOH Advertising Co., Ltd, Pan Ze Xin and Shanghai Chuanzhi
Advertisement Co., Ltd.10.173*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH
Advertising Co., Ltd, Liu Yi Nuo and Shanghai Ruili Advertisement Co.,
Ltd.
 12




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##### 



ExhibitNumber
    
    Description of Exhibits10.174*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007,
among Shanghai OOH Advertisement Co., Ltd, Liu Yi Nuo and Shanghai Ruili
Advertisement Co., Ltd.10.175*
    
    Equity Pledge Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertising Co., Ltd, Ni He Ping and Shanghai Ruili Advertisement Co.,
Ltd.10.176*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007,
among Shanghai OOH Advertising Co., Ltd, Ni He Ping and Shanghai Ruili
Advertisement Co., Ltd.10.177*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH
Advertising Co., Ltd, Liu Yi Nuo and Shanghai Xinnuo Advertisement Co.,
Ltd.10.178*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007,
among Shanghai OOH Advertising Co., Ltd, Liu Yi Nuo and Shanghai Xinnuo
Advertisement Co., Ltd.10.179*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH
Advertising Co., Ltd, Pan Ze Xin and Shanghai Xinnuo Advertisement Co.,
Ltd.10.180*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007,
among Shanghai OOH Advertising Co., Ltd, Pan Ze Xin and Shanghai Xinnuo
Advertisement Co., Ltd.10.181
    
    Asset Purchase Agreement, dated as of December 22, 2008, between Focus
Media Holding Limited and SINA Corporation.12.1
    
    Certificate of Chief Executive Officer.12.2
    
    Certificate of Chief Financial Officer.13.1
    
    Certification of Periodic Financial Report.13.2
    
    Certification of Periodic Financial Report.15.1*
    
    Consent of Conyers, Dill & Pearman.15.2*
    
    Consent of Global Law Office.15.3*
    
    Consent of Deloitte Touche
Tohmatsu CPA Ltd.21.1*
    
    List of Subsidiaries.
 
 *
    
    Previously filed.
    
    Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2 promulgated under the Securities Exchange Act, which portions are omitted and filed separately with the Securities and Exchange Commission. 13




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##### 



SIGNATURES
  Focus Media Holding LimitedBy:

/s/
Jason Nanchun JiangName:
    Jason Nanchun JiangTitle:
    Chairman and Chief Executive Officer  14