UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) – July 31, 2006

ZIFF DAVIS HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)


DELAWARE (State or other jurisdiction of incorporation or organization)		333-99939 Commission file number		36-4355050 (I.R.S. Employer Identification No.)

28 East 28th Street, New York, New York 10016
(Address of principal executive offices including zip code)

(212) 503-3500
(Registrant’s telephone number, including area code)

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))

TABLE OF CONTENTS

ITEM 12.02. Results of Operations and Financial Condition ITEM 9.01. ~~Entry~~Financial ~~into~~Statements, aPro ~~Material~~Forma ~~Definitive~~Financial ~~Agreement~~Information and Exhibits EXHIBIT INDEX SIGNATURE EX-99.1: PRESS RELEASE

ITEM 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition

On ~~June~~July 1531, 2006, ~~the~~Ziff ~~Board~~Davis ofHoldings ~~Directors~~Inc. (“Ziff Davis”) announced via press release Ziff Davis’ preliminary results of ~~the~~operations ~~Registrant~~for ~~and~~its ~~the~~quarter ~~Compensation~~ended ~~Committee~~June 30, 2006. A copy of ~~the~~Ziff Davis’ press ~~Board~~release ~~approved~~is ~~(a)~~attached hereto as Exhibit ~~the~~99.1. ~~adoption~~The ofinformation in this report and the ~~Registrant’s~~attached ~~2006~~exhibit are ~~Long~~provided under Item 12 of Form 8-~~Term~~K ~~Management~~and ~~Incentive~~are ~~Plan~~furnished (to the Securities and Exchange Commission (“~~2006 Plan~~SEC”), ~~and~~but shall be not deemed “filed” with the ~~execution~~SEC for purposes of ~~grant~~Section 18 ~~agreements~~of ~~pursuant~~the Securities Exchange Act of 1934, as amended, or otherwise subject to the ~~Plan~~liabilities of that section or of Sections 11 and 12(ba) (2) of the ~~execution~~Securities Act of an1933, as amended. The furnishing of the ~~amendment~~information (in this report and the ~~“Amendment”)~~attached toexhibit shall not be deemed an admission that such furnishing is required by Regulation FD or that the ~~Registrant’s~~information ~~amended~~in this report and ~~restated~~the ~~executive~~attached exhibit ~~agreement~~contains ~~(the~~material information that is not otherwise publicly available. The information in ~~“Executive~~this ~~Amendment”)~~report ~~with~~and ~~Robert~~the ~~Callahan~~attached exhibit shall not be incorporated by reference into any filing of Ziff Davis, whether made before or after the ~~Registrant’s~~date ~~chief~~hereof, ~~executive~~regardless ~~officer~~of any general incorporation language in such filing.

~~Pursuant~~For toadditional ~~the~~risks ~~2006~~about ~~Plan,~~Ziff ~~bonus~~Davis’ ~~pools shall be created in the event of the sale of any one or more divisions of the Registrant~~business, insee anits ~~amount~~Annual ~~per~~Report ~~division~~on ~~equal~~Form to10-K ~~one percent of the consideration received by the Registrant~~ for ~~such division with an additional amount possible based on~~ the ~~results of such sale. Subject to~~year ~~certain~~ended ~~conditions set forth in the 2006 Plan~~December 31, ~~a participant shall be paid a percentage~~2005, ~~specified in~~including ~~the~~disclosures ~~grant~~under ~~agreement (as may be adjusted pursuant to~~ the ~~terms~~captions of“Risk ~~the~~Factors” ~~2006~~and ~~Plan), of the bonus~~“Management’s ~~pool~~Discussion ~~applicable~~and toAnalysis ~~any~~of ~~division~~Financial ~~with~~Condition ~~respect~~and toResults ~~which~~of ~~the participant is granted a participation interest; provided~~Operations,” ~~however,~~which ~~that~~are ~~any~~filed ~~participation interest shall be forfeited if the participant’s employment~~ with the ~~Registrant is terminated, for any reason other than by the~~ ~~Registrant~~Securities ~~without~~and ~~cause~~Exchange orCommission ~~due~~and toare ~~the~~available ~~death~~on of the ~~participant,~~SEC’s ~~prior~~website toat ~~the sale of a division with respect to which the participant has a participation interest~~www.sec.gov.

~~Pursuant~~ITEM ~~to the Amendment, Mr~~9. ~~Callahan~~01. ~~shall~~Financial ~~be paid a bonus of $5~~Statements,~~000,000,~~ ~~subject~~Pro toForma ~~certain conditions,~~Financial ~~upon~~Information ~~consummation~~and ~~of the sale of the Registrant, as defined in the Executive Agreement,~~Exhibits provided that his employment with the Registrant was not, prior to the earlier of such sale date or December 31, 2007, terminated by the Registrant for cause or by him for good reason, as defined in the Executive Agreement.

(c) Exhibits

99.1

Press release, dated July 31, 2006, reporting the results of operations of Ziff Davis Holdings Inc. for its quarter ended June 30, 2006 (furnished and not filed herewith solely pursuant to Item 12)

EXHIBIT INDEX


Exhibit
Number		Title
99.1		Press release, dated July 31, 2006, reporting the results of operations of Ziff Davis Holdings Inc. for its quarter ended June 30, 2006

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.~~	Ziff Davis Holdings Inc.
~~By:~~	~~/s/ Robert F. Callahan~~By:	/s/ Mark D. Moyer
	Robert F. Callahan
		Mark D. Moyer
	Chief Executive Officer
		Chief Financial Officer
Date:	June 21, 2006
	Date: July 31, 2006

Table of Contents

Table of Contents

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