Ownership Submission
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 *
  Blair John Allen
 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)
_____ Director _____ 10% Owner
__X__ 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)
Common Stock 58,936
D
 

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)   (1) 05/25/2015 Common Stock 40,000 $ 12.92 D  
Convertible Series A-1 Participating Preferred Stock   (2)   (2) Common Stock 979,919 $ (2) I By DJR US, LLC (3)
Convertible Series C Preferred Stock   (4)   (4) Common Stock 316,749 $ (4) I By DJR US, LLC (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blair John Allen
C/O DEALERTRACK HOLDINGS, INC.
1111 MARCUS AVENUE, SUITE M04
LAKE SUCCESS, NY 11042		       *  

Signatures

/s/ Eric D. Jacobs as attorney-in-fact for John Allen Blair 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) 25% of the shares subject to the option will vest on the first anniversary date of May 26, 2005, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on May 26, 2009.
(2) The shares of Convertible Series A-1 Participating Preferred Stock shall automatically convert into shares of common stock on a 1-to-1.5688 basis upon the closing of the Issuer's initial public offering. DJR US, LLC holds such shares and will sell a total of 289,046 shares of common stock in the Issuer's initial public offering.
(3) Douglas W. Aiken is a Manager and Member of, and John A. Blair and Raj Sundaram are Members of, DJR US, LLC (formerly known as Automotive Lease Guide (alg), LLC), and, as such, exercise voting and/or dispositive powers over the shares held by DJR US, LLC. Each of Messrs. Aiken, Blair and Sundaram disclaims beneficial ownership of all of the shares held by DJR US, LLC except to the extent of his pecuniary interest therein.
(4) The shares of Convertible Series C Preferred Stock shall automatically convert into shares of common stock on a 1-to-1.1706 basis upon the closing of the Issuer's initial public offering. DJR US, LLC holds such shares and will sell a total of 289,046 shares of common stock in the Issuer's initial public offering.
 
Remarks:
* Mr. Blair is the Chief Executive Officer of DealerTrack Data Services, Inc.

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