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 *
  Bennett James Edward
 2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2012		 3. Issuer Name and Ticker or Trading Symbol
DICE HOLDINGS, INC. [DHX]
(Last)
(First)
(Middle)
C/O DICE HOLDINGS, INC., 1040 AVENUE OF THE AMERICAS, 16TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Global MD eFinancialCareers
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10018		 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 (1) 5,960
D
 
Common Stock (2) 27,000
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
Employee Stock Option (Right to Buy)   (3) 11/01/2016 Common Stock 90,000 $ 4.19 D  
Employee Stock Option (Right to Buy)   (4) 02/12/2015 Common Stock 80,000 $ 6.65 D  
Employee Stock Option (Right to Buy)   (5) 02/09/2016 Common Stock 40,000 $ 2.88 D  
Employee Stock Option (Right to Buy)   (6) 07/13/2016 Common Stock 22,500 $ 4.03 D  
Employee Stock Option (Right to Buy)   (7) 02/10/2017 Common Stock 56,000 $ 6.08 D  
Employee Stock Option (Right to Buy)   (8) 03/03/2018 Common Stock 20,000 $ 14.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bennett James Edward
C/O DICE HOLDINGS, INC.
1040 AVENUE OF THE AMERICAS, 16TH FLOOR
NEW YORK, NY 10018		       Global MD eFinancialCareers  

Signatures

/s/ James Edward Bennett 03/06/2012
**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) Represents a grant of restricted stock. The restricted stock vests over four years, with 25% having already vested on each of February 10, 2011 and February 10, 2012, and with 25% vesting on each of February 10, 2013 and February 10, 2014. 2,040 shares of the already vested restricted stock were previously disposed of incident to such vesting.
(2) Represents a grant of restricted stock. The restricted stock vests over four years, with 25% vesting on each of March 3, 2012, March 3, 2013, March 3, 2014 and March 3, 2015.
(3) The options vested over four years, with the first 25% vesting on the first anniversary of the date of grant (November 1, 2007) and 6.25% vesting quarterly thereafter.
(4) The options vested over four years, with the first 25% vesting on the first anniversary of the date of grant (February 12, 2009) and 6.25% vesting quarterly thereafter.
(5) The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (February 9, 2010) and 6.25% vesting quarterly thereafter.
(6) The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (July 13, 2010) and 6.25% vesting quarterly thereafter.
(7) The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (February 10, 2011) and 6.25% vesting quarterly thereafter.
(8) The options vest over four years, with the first 25% vesting on the first anniversary of the date of grant (March 3, 2012) and 6.25% vesting quarterly thereafter.

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