FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Dietz Steven J 2. Date of Event Requiring Statement (Month/Day/Year) 12/12/2005 3. Issuer Name and Ticker or Trading Symbol DealerTrack Holdings, Inc. [TRAK] (Last) (First) (Middle) C/O DEALERTRACK HOLDINGS, INC., 1111 MARCUS AVENUE, SUITE M04 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) LAKE SUCCESS, NY 11042 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Restricted Common Stock 3,500 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	  (2)	05/25/2015	Common Stock	10,000	$ 12.92	D	Â
Non-Qualified Stock Option (right to buy)	  (3)	05/25/2015	Common Stock	30,000	$ 12.92	D	Â
Convertible Series C-1 Preferred Stock	  (4)	  (4)	Common Stock	2,237,502	$ (4)	I	By GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P. (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dietz Steven J C/O DEALERTRACK HOLDINGS, INC. 1111 MARCUS AVENUE, SUITE M04 LAKE SUCCESS, NY 11042	  X	Â	Â	Â

Signatures

/s/ Eric D. Jacobs as attorney-in-fact for Steven J. Dietz		12/12/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	1/3rd of the shares of restricted common stock will vest yearly from July 1, 2005, such that 100% of the shares will be fully vested on July 1, 2008.
(2)	100% of the shares subject to the option will vest on the first anniversary date of May 26, 2005.
(3)	1/3rd of the shares subject to the option will vest yearly from July 1, 2005, such that 100% of the shares subject to the option will be fully vested on July 1, 2008.
(4)	The shares of Convertible Series C-1 Preferred Stock will automatically convert into shares of common stock on a 1-to-1.0555 basis upon the closing of the Issuer's initial public offering.
(5)	GRPVC, L.P. ("GRPVC") is the general partner of each of GRP II, L.P. and GRP II Partners, L.P. and GRP Management Services Corp. ("GRP Management Services") is the general partner of GRPVC. Merchant Capital, Inc. is the general partner of GRP II Investors, L.P. and is in turn an indirect wholly-owned subsidiary of Credit Suisse/First Boston, Inc. Mr. Dietz is Vice President of GRP Management Services. Mr. Dietz disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

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