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 *   JP MORGAN PARTNERS 23A SBIC LP 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 J.P. MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 39TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10020 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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)

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
Convertible Series A Preferred Stock	  (1)	  (1)	Common Stock	3,264,200	$ 1.6321	D	Â
Convertible Series B Preferred Stock	  (1)	  (1)	Common Stock	2,040,125	$ 1.6321	D	Â
Convertible Series B-1 Preferred Stock	  (1)	  (1)	Common Stock	979,919	$ 1.5688	D	Â
Convertible Series C Preferred Stock	  (1)	  (1)	Common Stock	938,669	$ 1.1706	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JP MORGAN PARTNERS 23A SBIC LP C/O J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 39TH FLOOR NEW YORK, NY 10020	Â	  X	Â	Â
J P MORGAN PARTNERS 23A SBIC MANAGER INC C/O JPMORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK, NY 10021	Â	  X	Â	Â

Signatures

J.P. Morgan Partners (23A SBIC), L.P. By: J.P. Morgan Partners (23A SBIC Manager), Inc. Its General Partner By: /s/ Jeffrey C. Walker President		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)	Upon the close of the initial public offering of the Issuer, all shares of Convertible Series A, B, B-1and C Preferred Stock will automatically convert into Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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