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 *   Melrose Constance 2. Date of Event Requiring Statement (Month/Day/Year) 07/17/2007 3. Issuer Name and Ticker or Trading Symbol DICE HOLDINGS, INC. [DHX] (Last) (First) (Middle) C/O DICE HOLDINGS, INC., 3 PARK AVENUE, 33RD FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) VP Treas. & Strategic Planning / See Remarks 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10016 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)

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
Series A Convertible Preferred Stock	  (1)	  (1)	Common Stock	11,525	$ (1)	D	Â
Employee Common Stock Option (Right to Buy)	  (2)	11/07/2015	Common Stock	145,215	$ 2.17 (2)	D	Â
Employee Common Stock Option (Right to Buy)	  (3)	01/31/2017	Common Stock	11,525	$ 6.49	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Melrose Constance C/O DICE HOLDINGS, INC. 3 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10016	Â	Â	  VP Treas. & Strategic Planning	See Remarks

Signatures

/s/ Constance Melrose		07/17/2007
**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)	Any holder of shares of Series A Convertible Preferred Stock has the right, at its option, at any time and from time to time, to convert such shares into common stock on a one-for-one basis. The holders of at least 66 2/3% of all outstanding shares of Series A Convertible Preferred Stock have the right, at any time, to require that all of the outstanding shares of Series A Convertible Preferred Stock be converted into shares of common stock on a one-for-one basis. There is no expiration on either the optional or mandatory conversion right
(2)	The options vest over four years, with the first 25% vesting on the first anniversary of the vesting commencement date (August 31, 2005) and 6.25% vesting quarterly thereafter. The option exercise price with respect to 54,455 options was reduced to $1.98 (after giving effect to a stock split) to reflect a non-recurring dividend to preferred stockholders on October 27, 2006. On March 23, 2007, the option exercise price on 90,760 options which were then unvested (including 9,075 options which have since become vested and exerciseable) was reduced to $0.20 (after giving effect to a stock split) to reflect a payment received by each holder of vested options in lieu of a dividend.
(3)	The options vest over four years, with the first 25% vesting on the first anniversary of the vesting commencement date (January 31, 2007) and 6.25% vesting quarterly thereafter.
  Remarks: The reporting person may be deemed to be a member of a  "group"  for purposes of the Securities Exchange Act of 1934 owning more than 10% of the common stock. The reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person.  This report shall not be deemed an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

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