UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

UNITED STATES ~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~Washington, ~~REPORT~~DC 20549

~~Pursuant~~FORM ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~ 8-K

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of the ~~Earliest~~Securities ~~Event~~Exchange ~~Reported):~~Act ~~October~~of ~~1, 2005~~1934

~~Ziff~~Date ~~Davis~~of ~~Holdings~~report ~~Inc. __________________________________________~~ (~~Exact~~date ~~name~~ of earliest ~~registrant~~event asreported) ~~specified~~– inMarch 20, ~~its charter)~~2006

Delaware	333-99939	36-4355050
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
28 East 28th Street, New York, New York		10016
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

ZIFF DAVIS HOLDINGS INC.

~~Registrant’s~~(Exact ~~telephone~~Name ~~number,~~of ~~including~~Registrant ~~area~~as ~~code:~~Specified ~~212-503-3500~~in Its Charter)

~~Not~~DELAWARE ~~Applicable ______________________________________________ Former~~(State ~~name~~or other jurisdiction of incorporation or ~~former~~organization) ~~address,~~333-99939 ifCommission ~~changed~~file ~~since~~number ~~last~~36-4355050 ~~report~~ (I.R.S. Employer Identification No.)

~~Check~~28 ~~the~~East ~~appropriate~~28th ~~box~~Street, ~~below~~New ifYork, ~~the~~New ~~Form~~York ~~8-K filing is intended to~~10016 ~~simultaneously~~(Address ~~satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices ~~any of~~including ~~the~~zip ~~following provisions:~~code)

~~[ ] Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~212) ~~[ ] Soliciting material pursuant to Rule 14a~~ 503-~~12 under the Exchange Act (17 CFR 240.14a-12)~~3500 ~~[ ] Pre-commencement communications pursuant to Rule 14d-2~~(b)Registrant’s ~~under~~telephone ~~the~~number, ~~Exchange~~including ~~Act~~area ~~(17 CFR 240.14d-2(b~~code)) ~~[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~Top~~obligation of the ~~Form~~registrant under any of the following provisions:

~~Item~~o 1Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.01425) ~~Entry~~o ~~into~~Soliciting amaterial ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~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))

OnTABLE ~~October~~OF 1, 2005, Mark D. Moyer and Ziff Davis Holdings Inc. executed a letter agreement pursuant to which Mr. Moyer will be employed as Senior Vice President of Finance and Chief Financial Officer of the Registrant, for an indefinite term, subject to termination by either party. The letter agreement provides that Mr. Moyer's annual base salary shall be $275,000 and his annualized incentive compensation target for 2005 shall be $150,000, pro rated for the year. The letter agreement also provides that the Registrant shall pay Mr. Moyer a sign-on bonus of $20,000. CONTENTS

~~Item~~ITEM 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Principal~~Financial ~~Officers;~~Condition ~~Election~~ITEM of9.01. ~~Directors;~~Financial ~~Appointment~~Statements, ofPro ~~Principal~~Forma ~~Officers~~Financial Information and Exhibits EXHIBIT INDEX SIGNATURE EX-99. 1: PRESS RELEASE

OnTable October 5, 2005, Ziff Davis Holdings Inc. announced that it has named Mark D. Moyer, age 46, as Senior Vice President of Finance and Chief Financial Officer. A copy of the press release entitled "Ziff Davis Names Mark D. Moyer CFO" is furnished as Exhibit 99.1 to this report. Terms of Mr. Moyer's employment agreement are described in Item 1.01 above, and the information contained in the press release is incorporated into this Item 5.02 by reference. Contents

~~Top~~ITEM 2.02. Results of ~~the~~Operations ~~Form~~ and Financial Condition

On March 20, 2006, Ziff Davis Holdings Inc. (“Ziff Davis”) announced via press release Ziff Davis’ preliminary results of operations for its year ended December 31, 2005. A copy of Ziff Davis’ press release is ~~SIGNATURES~~attached hereto as Exhibit 99.1. The information in this report and the attached exhibit are provided under Item 12 of Form 8-K and are furnished to the Securities and Exchange Commission (“SEC”), but shall be not deemed “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or of Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The furnishing of the information in this report and the attached exhibit shall not be deemed an admission that such furnishing is required by Regulation FD or that the information in this report and the attached exhibit contains material information that is not otherwise publicly available. The information in this report and the attached exhibit shall not be incorporated by reference into any filing of Ziff Davis, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

~~Pursuant~~For toadditional ~~the~~risks ~~requirements~~about ofZiff ~~the~~Davis’ ~~Securities~~business, ~~Exchange~~see ~~Act~~its ofAnnual ~~1934~~Report on Form 10-K for the year ended December 31, 2004, including disclosures under the ~~registrant~~captions ~~has~~“Risk ~~duly~~Factors” ~~caused~~and ~~this~~“Management’s ~~report~~Discussion toand beAnalysis ~~signed~~of onFinancial Condition ~~its~~and ~~behalf~~Results byof Operations,” which are filed with the Securities and ~~undersigned~~Exchange ~~hereunto~~Commission ~~duly~~and ~~authorized~~are available on the SEC’s website at www.sec.gov.

	Ziff Davis Holdings Inc.
October 5, 2005	By:	Robert F. Callahan
		Name: Robert F. Callahan
		Title: Chief Executive Officer

ITEM 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

~~Top~~(c) ~~of the Form~~ Exhibits

~~Exhibit Index~~ 99.1 Press release, dated March 20, 2006, reporting the results of operations of Ziff Davis Holdings Inc. for its year ended December 31, 2005 (furnished and not filed herewith solely pursuant to Item 12)

Exhibit No.		Description
99.1		Press Release Announcing Mark D. Moyer CFO

EXHIBIT INDEX


Exhibit
Number		Title
99.1		Press release, dated March 20, 2006, reporting the results of operations of Ziff Davis Holdings Inc. for its year ended December 31, 2005

SIGNATURE

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.


	Ziff Davis Holdings Inc.
	By:	/s/ Mark D. Moyer
		Mark D. Moyer
		Chief Financial Officer

	Date: March 20, 2006

Filing Compare · ZIFF DAVIS HOLDINGS INC