UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 5, 2010
 
DEALERTRACK HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)

Delaware
  
000-51653
  
52-2336218
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)

1111 Marcus Ave., Suite M04, Lake Success, NY
  
11042
(Address of principal executive offices)
  
(Zip Code)
 
Registrant's telephone number, including area code: 516-734-3600
 
Not Applicable
 Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 2.02 Results of Operations and Financial Condition.
 
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the first quarter of 2010 and forward-looking statements relating to 2010, as presented in a press release of May 5, 2010. The information in this Current Report on Form 8-K is furnished under Item 2.02 - "Results of Operations and Financial Condition." Such information, including the exhibits attached hereto, shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.
 
Exhibit
No.
  
Description
99.1
  
Registrant’s Press Release dated May 5, 2010.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 5, 2010

  DealerTrack Holdings, Inc.
     
   
By: /s/ Eric D. Jacobs
   
Eric D. Jacobs
   
Senior Vice President, Chief Financial and Administrative
Officer

EXHIBIT INDEX
 
Exhibit
No.
  
Description
99.1
  
Registrant’s Press Release dated May 5, 2010.