~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES~~DC ~~SECURITIES AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~DC 20549~~8-K

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

~~CURRENT~~Date ~~REPORT Pursuant~~of toreport ~~Section 13 or 15~~(d)date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported) of— ~~1934~~ March 22, 2007

~~Date~~ZIFF ofDAVIS ~~report~~HOLDINGS ~~(date of earliest event reported) – July 31, 2006~~INC.

~~ZIFF~~(Exact ~~DAVIS~~Name ~~HOLDINGS~~of ~~INC.~~ Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)


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

~~DELAWARE~~28 ~~(State~~East or28th ~~other~~Street, ~~jurisdiction~~New ofYork, ~~incorporation~~New orYork ~~organization)~~10016 (Address ~~333-99939~~of ~~Commission~~principal ~~file~~executive ~~number~~offices ~~36-4355050~~including ~~(I.R.S.~~zip ~~Employer Identification No.~~code)

~~28 East 28th Street, New York, New York 10016~~(212) 503-3500 (~~Address~~Registrant’s oftelephone ~~principal~~number, ~~executive offices~~ including ~~zip~~area code)

~~(212) 503~~Check the appropriate box below if the Form 8-~~3500~~K filing is intended to simultaneously satisfy the ~~(Registrant’s~~filing ~~telephone~~obligation ~~number,~~of ~~including~~the ~~area~~registrant ~~code)~~under any of the following provisions:

~~Check~~o Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~o isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~ ~~obligation~~Exchange ofAct ~~the~~(17 ~~registrant~~CFR ~~under~~240.14d-2 ~~any~~(b)) ofo Pre-commencement communications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~ Act (17 CFR 240.13e-4 (c))

oTABLE ~~Written~~OF ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~CONTENTS

oITEM ~~Soliciting~~2.02. ~~material~~Results ~~pursuant~~of toOperations ~~Rule 14a-12~~and ~~under~~Financial ~~the~~Condition ITEM ~~Exchange~~9.01. ~~Act~~Financial ~~(17~~Statements, ~~CFR~~Pro ~~240.14a~~Forma Financial Information and Exhibits EXHIBIT INDEX SIGNATURE EX-~~12)~~99.1: PRESS RELEASE

~~o Pre-commencement communications pursuant to Rule 14d-~~2~~(b) under the Exchange Act (17 CFR 240.14d-2 (b))~~

oITEM ~~Pre-commencement~~2.02. ~~communications~~Results ~~pursuant~~of toOperations ~~Rule 13e-4(c)~~and ~~under~~Financial ~~the Exchange Act (17 CFR 240.13e-4 (c))~~Condition

~~TABLE~~On OFMarch 22, ~~CONTENTS~~2007, Ziff Davis Holdings Inc. (“Ziff Davis”) announced via press release Ziff Davis’ preliminary results of operations for its quarter ended December 31, 2006. A copy of Ziff Davis’ press release is 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.

~~ITEM~~For ~~2.02.~~additional ~~Results~~risks ofabout ~~Operations~~Ziff Davis’ business, see its Annual Report on Form 10-K for the year ended December 31, 2005, including disclosures under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition ~~ITEM~~and ~~9.01.~~Results ~~Financial~~of ~~Statements~~Operations,” ~~Pro~~which ~~Forma~~are ~~Financial~~filed ~~Information~~with the Securities and ~~Exhibits~~Exchange ~~EXHIBIT~~Commission ~~INDEX~~and ~~SIGNATURE~~are ~~EX-99.1:~~available ~~PRESS~~on ~~RELEASE~~the SEC’s website at www.sec.gov.

~~Table~~ITEM of9.01. ~~Contents~~Financial Statements, Pro Forma Financial Information and Exhibits

~~ITEM 2.02. Results of Operations and Financial Condition~~ (c) Exhibits

On99.1 ~~July 31,~~Press ~~2006~~release, ~~Ziff~~dated ~~Davis~~March ~~Holdings~~22, ~~Inc.~~2007, ~~(“Ziff~~reporting ~~Davis”)~~the ~~announced~~results ~~via~~of ~~press~~operations ~~release~~of Ziff Davis~~’ preliminary~~ ~~results~~Holdings ofInc. ~~operations~~ for its quarter ended ~~June 30~~December 31, 2006. ~~A copy of Ziff Davis’ press release is 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~~herewith ~~the~~solely ~~SEC~~pursuant ~~for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject~~ to ~~the~~Item ~~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.

~~For~~EXHIBIT ~~additional risks about Ziff Davis’ business, see its Annual Report on Form 10-K for the year~~INDEX ended December 31, 2005, including disclosures under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are filed with the Securities and Exchange Commission and are available on the SEC’s website at www.sec.gov.

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


Exhibit
Number		Title
99.1		Press release, dated March 22, 2007, reporting the results of operations of Ziff Davis Holdings Inc. for its quarter ended December 31, 2006.

~~(c) Exhibits~~SIGNATURE

~~99.1~~ Pursuant ~~Press~~to ~~release,~~the ~~dated~~requirements ~~July~~of ~~31, 2006, reporting~~ the ~~results~~Securities ofExchange ~~operations~~Act of ~~Ziff~~1934, ~~Davis~~the ~~Holdings~~Registrant ~~Inc.~~has ~~for~~duly caused ~~its~~this ~~quarter~~report ~~ended~~to ~~June~~be ~~30,~~signed ~~2006~~on ~~(furnished~~its ~~and~~behalf ~~not~~by ~~filed~~the ~~herewith~~undersigned ~~solely~~hereunto ~~pursuant~~duly ~~to Item 12)~~authorized.

EXHIBIT INDEX


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

	Date: March 22, 2007

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.

/s/ Mark D. Moyer

Mark D. Moyer

Chief Financial Officer

Date: July 31, 2006

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