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 *   PASSIONE VINCENT 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) President--DealerTrack, Inc. 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 15,000 (1) D   Common Stock 79,285 I By Spouse and Sister as Trustees for the 2005 Vincent Passione Grantor Retained Annuity Trust

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	60,000	$ 12.92	D	Â
Non-Qualified Stock Option (right to buy)	  (3)	08/17/2014	Common Stock	103,000	$ 2.8	D	Â
Non-Qualified Stock Option (right to buy)	  (4)	01/29/2014	Common Stock	10,000	$ 2.8	D	Â
Non-Qualified Stock Option (right to buy)	  (5)	01/29/2014	Common Stock	5,000	$ 2.8	D	Â
Non-Qualified Stock Option (right to buy)	  (6)	09/07/2013	Common Stock	205,715	$ 2.8	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PASSIONE VINCENT C/O DEALERTRACK HOLDINGS, INC. 1111 MARCUS AVENUE, SUITE M04 LAKE SUCCESS, NY 11042	Â	Â	  President--DealerTrack, Inc.	Â

Signatures

/s/ Eric D. Jacobs as attorney-in-fact for Vincent Passione		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 of restricted common stock will vest yearly from May 26, 2005, such that 100% of the shares will be fully vested on May 26, 2009.
(2)	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.
(3)	25% of the shares subject to the option will vest on the first anniversary date of August 18, 2004, 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 August 18, 2008.
(4)	100% of the shares subject to the option are fully vested and exercisable.
(5)	25% of the shares subject to the option will vest on the first anniversary date of January 1, 2004, 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 January 1, 2008.
(6)	An option to purchase 285,000 shares of common stock was originally granted and Mr. Passione has exercised his option to purchase 79,285 of such shares. 25% of the originally granted shares subject to the option will vest on the first anniversary date of September 8, 2003, 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 September 8, 2007.

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