As filed with the Securities and Exchange Commission on July 24, 2007
                                                       Registration No. 333-
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                              DICE HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                            20-3179218
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification No.)

                              --------------------

                                 3 PARK AVENUE
                            NEW YORK, NEW YORK 10016
   (Address, including zip code, of Registrant's principal executive offices)

                              --------------------


                  DICE HOLDINGS, INC. 2005 OMNIBUS STOCK PLAN
                   DICE HOLDINGS, INC. 2007 EQUITY AWARD PLAN

                            (Full title of the plan)

                              --------------------

                                SCOT W. MELLAND
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              DICE HOLDINGS, INC.
                                 3 PARK AVENUE
                            NEW YORK, NEW YORK 10016
                                 (212) 725-6550
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                              --------------------

                                   COPIES TO:

       JOHN C. KENNEDY, ESQ.                     BRIAN P. CAMPBELL, ESQ.
  PAUL, WEISS, RIFKIND, WHARTON &              VICE PRESIDENT, BUSINESS AND
            GARRISON LLP                              LEGAL AFFAIRS
    1285 AVENUE OF THE AMERICAS                    DICE HOLDINGS, INC.
   NEW YORK, NEW YORK 10019-6064                      3 PARK AVENUE
           (212) 373-3000                        NEW YORK, NEW YORK 10016
                                                      (212) 725-6550
<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
         Title of Each Class of            Amount to be Registered    Proposed Maximum      Proposed Maximum        Amount of
       Securities to be Registered                   (1)             Offering Price Per    Aggregate Offering     Registration
                                                                            Unit                 Price                 Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                       <C>                   <C>                    <C>
Common stock, par value $0.01 per share      8,227,467(2) shares          $1.90(3)         $15,623,187.30(3)         $479.91
----------------------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share      2,070,812(4) shares          $13.54(5)        $28,038,794.48(5)         $860.79
----------------------------------------------------------------------------------------------------------------------------------
Total                                         10,298,279 shares                                                     $1,340.70
==================================================================================================================================
</TABLE>

(1)   Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended (the
      "Securities  Act"), this registration  statement shall be deemed to cover
      any  additional  securities  to be offered or issued  from stock  splits,
      stock dividends or similar transactions.
(2)   Consists of (i) 8,110,373 shares of common stock  underlying  outstanding
      options granted under the Dice Holdings, Inc. 2005 Omnibus Stock Plan and
      (ii)  117,094  shares  of common  stock  underlying  outstanding  options
      granted under the Dice Holdings, Inc. 2007 Equity Award Plan.
(3)   Pursuant to Rule 457(h) under the  Securities  Act, the proposed  maximum
      offering  price per share was  determined  based on the weighted  average
      exercise price of the options granted.
(4)   Consists  of shares of common  stock  issuable in respect of awards to be
      granted  under the Dice  Holdings,  Inc.  2005 Omnibus Stock Plan and the
      Dice Holdings, Inc. 2007 Equity Award Plan.
(5)   Pursuant to Rule 457(c) and (h) under the  Securities  Act,  the proposed
      maximum  offering price per share was determined  based on the average of
      the high and low prices of Dice Holdings, Inc.'s common stock reported by
      the New York Stock Exchange on July 23, 2007.

===============================================================================
<PAGE>


                                EXPLANATORY NOTE

        Dice  Holdings,  Inc.  has  prepared  this  Registration  Statement  in
accordance with the  requirements of Form S-8 under the Securities Act of 1933,
as amended,  or the Securities Act, to register 10,298,279 shares of its common
stock, par value $0.01 per share,  which we refer to as the common stock,  that
are reserved for issuance  upon exercise of options  granted,  or in respect of
awards to be granted,  under the Dice  Holdings,  Inc. 2005 Omnibus Stock Plan,
which we refer to as the 2005 Plan,  and the Dice  Holdings,  Inc.  2007 Equity
Award Plan, which we refer to as the 2007 Plan.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.         PLAN INFORMATION.

        The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants  in the Plans as  specified  by Rule
428(b)(1) under the Securities Act. Such documents are not being filed with the
Securities and Exchange  Commission (the "Commission"),  but constitute,  along
with the documents incorporated by reference into this Registration  Statement,
a prospectus  that meets the  requirements  of Section 10(a) of the  Securities
Act.

ITEM 2.         COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        We will furnish without charge to each person to whom the prospectus is
delivered,  upon the written or oral request of such person,  a copy of any and
all of the  documents  incorporated  by  reference in Item 3 of Part II of this
Registration  Statement,  other than  exhibits to such  documents  (unless such
exhibits are specifically  incorporated by reference to the information that is
incorporated).  Those  documents are  incorporated  by reference in the Section
10(a)  prospectus.  Requests should be directed to Dice Holdings,  Inc., 3 Park
Avenue, New York, New York 10016, Attention:  General Counsel; Telephone number
(212) 725-6650.



                                       2
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following   documents   filed  with  the   Commission  by  us  are
incorporated by reference in this Registration Statement:

        1.      Our  Registration  Statement  on  Form  S-1  (Registration  No.
                333-141876)  filed with the  Commission  on April 4,  2007,  as
                amended on each of May 18, 2007,  June 8, 2007,  June 18, 2007,
                June 22, 2007, June 27, 2007 and July 11, 2007;

        2.      The   description   of  the  common  stock  set  forth  in  our
                Registration Statement on Form 8-A filed pursuant to Section 12
                of the  Exchange  Act on July 11,  2007,  and any  amendment or
                report filed for the purpose of updating any such  description;
                and

        3.      Our Current Report on Form 8-K filed on July 23, 2007.

        In addition, all reports and documents filed by us pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
subsequent  to the date  hereof  and prior to the  filing  of a  post-effective
amendment which indicates that all securities  offered hereby have been sold or
which deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and made a part hereof from the date of the
filing of such documents.

ITEM 4.         DESCRIPTION OF SECURITIES

        Not Applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not Applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section  145(a)  of  the  Delaware  General  Corporation  Law  ("DGCL")
provides,  in general, that a corporation shall have the power to indemnify any
person  who  was or is a party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or proceeding,  whether civil,
criminal,  administrative or  investigative,  other than an action by or in the
right of the corporation, because the person is or was a director or officer of
the corporation.  Such indemnity may be against expenses,  including attorneys'
fees,  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action,  suit or proceeding,  if
the person acted in good faith and in a manner the person  reasonably  believed
to be in or not opposed to the best interests of the  corporation  and if, with
respect  to any  criminal  action  or  proceeding,  the  person  did  not  have
reasonable cause to believe the person's conduct was unlawful.


                                       3
<PAGE>

        Section  145(b) of the DGCL  provides,  in general,  that a corporation
shall  have  the  power to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the  corporation  to procure a judgment in its favor
because the person is or was a director or officer of the corporation,  against
any expenses  (including  attorneys' fees) actually and reasonably  incurred by
the person in connection  with the defense or settlement of such action or suit
if the  person  acted in good  faith  and in a  manner  the  person  reasonably
believed  to be in or not  opposed to the best  interests  of the  corporation,
except that no indemnification  shall be made in respect of any claim, issue or
matter as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon application
that,   despite  the   adjudication  of  liability  but  in  view  of  all  the
circumstances of the case, such person is fairly and reasonably  entitled to be
indemnified  for such expenses  which the Court of Chancery or such other court
shall deem proper.

        Section  145(g) of the DGCL  provides,  in general,  that a corporation
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the  corporation  against any  liability
asserted  against  the  person  in any such  capacity,  or  arising  out of the
person's status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of the law.

        Our amended and restated certificate of incorporation  provides that we
shall  indemnify  and  hold  harmless,  to  the  fullest  extent  permitted  by
applicable law as it presently  exists or may hereafter be amended,  any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding,  whether civil, criminal,  administrative or
investigative, which we refer to as a proceeding, by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the  corporation  or, while a director or officer of the
corporation,  is or was serving at the written  request of the corporation as a
director,   officer,   employee  or  agent  of  another  corporation  or  of  a
partnership,  joint venture, trust,  enterprise or nonprofit entity,  including
service with respect to employee benefit plans,  against all liability and loss
suffered and expenses  (including  attorneys' fees) reasonably incurred by such
person;  provided,  however, that we shall be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such person only if
the  commencement  of such  proceeding  (or part thereof) was authorized by our
board of directors.

        Section 102 of the DGCL permits the  limitation of directors'  personal
liability to the  corporation  or its  stockholders  for  monetary  damages for
breach of  fiduciary  duties as a  director  except  for (i) any  breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions  not in good  faith  or which  involve  intentional  misconduct  or a
knowing  violation of the law,  (iii)  breaches  under section 174 of the DGCL,
which relates to unlawful payments of dividends or unlawful stock repurchase or
redemptions,  and (iv) any  transaction  from  which the  director  derived  an
improper personal benefit.

        Our  amended  and  restated  certificate  of  incorporation  limits the
personal  liability of our directors to the fullest extent permitted by section
102 of the DGCL.


                                       4
<PAGE>

        Insofar as indemnification for liabilities arising under the Securities
Act  may be  permitted  to  directors,  officers  or  persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has been
informed that in the opinion of the Commission such  indemnification is against
public   policy  as   expressed  in  the   Securities   Act  and  is  therefore
unenforceable.

        We  maintain  directors'  and  officers'  liability  insurance  for our
officers and directors.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8.         EXHIBITS

EXHIBITS

  4.1           Amended  and  Restated  Certificate  of  Incorporation  of Dice
                Holdings,  Inc.  (incorporated by reference from Exhibit 3.1 to
                Dice  Holdings,  Inc.  Current Report on Form 8-K filed on July
                23, 2007).
  4.2           Amended   and   Restated   By-laws  of  Dice   Holdings,   Inc.
                (incorporated  by reference  from Exhibit 3.2 to Dice Holdings,
                Inc. Current Report on Form 8-K filed on July 23, 2007).
  5.1*          Opinion  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                regarding the legality of the common stock.
  23.1*         Consent of Deloitte & Touche LLP.
  23.2*         Consent of LWBJ LLP.
  23.3*         Consent of PricewaterhouseCoopers LLP.
  23.4*         Consent  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                (included in Exhibit 5.1).
  24.1*         Power of Attorney (included on signature pages hereto).

---------------------
*        Filed herewith.


ITEM 9.         UNDERTAKINGS

                The undersigned registrant hereby undertakes:

      (a)(1)    To file  during any  period in which  offers or sales are being
                made,  a   post-effective   amendment   to  this   registration
                statement:

                (i)    to include any prospectus  required by Section  10(a)(3)
                       of the Securities Act;

                (ii)   to reflect in the prospectus any facts or events arising
                       after the effective date of the  registration  statement
                       (or the most recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent a
                       fundamental  change in the  information set forth in the


                                       5
<PAGE>

                       registration  statement.  Notwithstanding the foregoing,
                       any  increase or  decrease  in the volume of  securities
                       offered (if the total dollar value of securities offered
                       would not  exceed  that  which was  registered)  and any
                       deviation  from  the  low or high  end of the  estimated
                       maximum  offering  range may be reflected in the form of
                       prospectus  filed with the  Commission  pursuant to Rule
                       424(b) if, in the  aggregate,  the changes in volume and
                       price represent no more than a 20% change in the maximum
                       aggregate  offering price set forth in the  "Calculation
                       of Registration Fee" table in the effective registration
                       statement;

                (iii)  to include any material  information with respect to the
                       plan of  distribution  not  previously  disclosed in the
                       registration  statement or any  material  change to such
                       information in the registration statement;

                PROVIDED,  HOWEVER,  THAT,  paragraphs (a)(1)(i) and (a)(1)(ii)
                above do not apply if the  information  required to be included
                in a post-effective  amendment by those paragraphs is contained
                in periodic  reports filed with or furnished to the  Commission
                by us pursuant to Section 13 or Section 15(d) of the Securities
                Exchange Act of 1934 (the "Exchange Act") that are incorporated
                by reference in the registration statement;

         (2)    That,  for the purpose of determining  any liability  under the
                Securities  Act, each such  post-effective  amendment  shall be
                deemed  to be a new  registration  statement  relating  to  the
                securities offered therein, and the offering of such securities
                at that  time  shall be  deemed  to be the  initial  bona  fide
                offering thereof.

         (3)    To  remove  from  registration  by  means  of a  post-effective
                amendment any of the securities being  registered  hereby which
                remain unsold at the termination of the offering.

         (4)    That,  for  the  purpose  of   determining   liability  of  the
                registrant under the Securities Act of 1933 to any purchaser in
                the initial  distribution  of the  securities,  the undersigned
                registrant  undertakes that in a primary offering of securities
                of the  undersigned  registrant  pursuant to this  registration
                statement,  regardless of the underwriting  method used to sell
                the securities to the purchaser,  if the securities are offered
                or sold to such  purchaser  by  means  of any of the  following
                communications,  the undersigned registrant will be a seller to
                the  purchaser  and will be  considered  to offer or sell  such
                securities to such purchaser:

                (i)    any   preliminary   prospectus   or  prospectus  of  the
                       undersigned registrant relating to the offering required
                       to be filed pursuant to Rule 424;

                (ii)   any free  writing  prospectus  relating to the  offering
                       prepared by or on behalf of the  undersigned  registrant
                       or used or referred to by the undersigned registrant;

                (iii)  the  portion  of  any  other  free  writing   prospectus
                       relating to the offering containing material information
                       about  the  undersigned  registrant  or  its  securities
                       provided by or on behalf of the undersigned  registrant;
                       and


                                       6
<PAGE>

                (iv)   any other communication that is an offer in the offering
                       made by the undersigned registrant to the purchaser.

         (b)    The undersigned registrant hereby undertakes that, for purposes
                of determining  any liability  under the  Securities  Act, each
                filing of the  registrant's  annual report  pursuant to Section
                13(a)  or  Section  15(d)  of  the  Exchange  Act  (and,  where
                applicable,  each filing of an employee  benefit  plan's annual
                report  pursuant to Section  15(d) of the Exchange Act) that is
                incorporated by reference in the  registration  statement shall
                be deemed to be a new  registration  statement  relating to the
                securities offered therein, and the offering of such securities
                at that  time  shall be  deemed  to be the  initial  bona  fide
                offering hereof.

         (c)    Insofar as  indemnification  for liabilities  arising under the
                Securities  Act may be  permitted  to  directors,  officers and
                controlling persons of the registrant pursuant to the foregoing
                provisions,  or otherwise, the registrant has been advised that
                in  the  opinion  of the  Commission  such  indemnification  is
                against  public policy as expressed in the  Securities  Act and
                is,  therefore,  unenforceable.  In the event  that a claim for
                indemnification   against  such  liabilities  (other  than  the
                payment by the  registrant  of  expenses  incurred or paid by a
                director,  officer or  controlling  person of the registrant in
                the  successful  defense of any action,  suit or proceeding) is
                asserted by such  director,  officer or  controlling  person in
                connection with the securities being registered, the registrant
                will,  unless in the opinion of its counsel the matter has been
                settled  by  controlling  precedent,   submit  to  a  court  of
                appropriate    jurisdiction    the   question    whether   such
                indemnification  by it is against public policy as expressed in
                the   Securities   Act  and  will  be  governed  by  the  final
                adjudication of such issue.



                                       7
<PAGE>


                                   SIGNATURES

            Pursuant to the  requirements of the Securities Act, Dice Holdings,
Inc.  certifies that it has reasonable  grounds to believe that it meets all of
the requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on July 24, 2007.


                                            DICE HOLDINGS, INC.


                                            By: /s/ SCOT W. MELLAND
                                                ------------------------------
                                                Name:  Scot W. Melland
                                                Title: President and Chief
                                                       Executive Officer


                               POWER OF ATTORNEY

            KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  individual  whose
signature  appears  below  hereby  constitutes  and  appoints  each  of Scot W.
Melland,  Michael P. Durney and Brian P. Campbell,  acting singly, his true and
lawful agent, proxy and  attorney-in-fact,  with full power of substitution and
resubstitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities,  to (i) act on,  sign and file  with the  Securities  and  Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent  registration  statement  filed  pursuant to Rule  462(b)  under the
Securities  Act of 1933,  as amended,  together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates,  instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii)  act on and  file  any  supplement  to any  prospectus  included  in this
registration  statement or any such  amendment or any  subsequent  registration
statement  filed  pursuant to Rule 462(b) under the  Securities Act of 1933, as
amended,  and  (iv)  take  any  and  all  actions  which  may be  necessary  or
appropriate  in connection  therewith,  granting unto such agents,  proxies and
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing  necessary or appropriate to be done, as fully for
all intents and purposes as he might or could do in person,  hereby  approving,
ratifying and confirming all that such agents, proxies and attorneys-in-fact or
any of their substitutes may lawfully do or cause to be done by virtue thereof.

            Pursuant  to  the   requirements   of  the  Securities   Act,  this
Registration Statement has been signed below on July 24, 2007, by the following
persons in the capacities indicated.

-------------------------------------------------------------------------------
          SIGNATURE                                  TITLE
-------------------------------------------------------------------------------


     /s/ Scot W. Melland            President and Chief Executive Officer
-----------------------------       and Director (Principal Executive Officer)
        Scot W. Melland


    /s/ Michael P. Durney           Senior Vice President, Finance and
-----------------------------       Chief Financial Officer
       Michael P. Durney            (Principal Financial and Accounting Officer)


                                       8
<PAGE>


    /s/ John W. Barter              Director
-----------------------------
      John W. Barter


     /s/ Peter Ezersky              Director
-----------------------------
      Peter Ezersky


    /s/ David S. Gordon             Director
-----------------------------
      David S. Gordon


   /s/ David C. Hodgson             Director
-----------------------------
        David C. Hodgson


     /s/ Anton J. Levy              Director
-----------------------------
         Anton J. Levy


  /s/ Jeffrey S. Nordhaus           Director
-----------------------------
      Jeffrey S. Nordhaus


     /s/ William Wyman              Director
-----------------------------
        William Wyman



                                       9
<PAGE>


                               INDEX TO EXHIBITS

4.1             Amended  and  Restated  Certificate  of  Incorporation  of Dice
                Holdings,  Inc.  (incorporated by reference from Exhibit 3.1 to
                Dice  Holdings,  Inc.  Current Report on Form 8-K filed on July
                23, 2007).

4.2             Amended   and   Restated   By-laws  of  Dice   Holdings,   Inc.
                (incorporated  by reference  from Exhibit 3.2 to Dice Holdings,
                Inc. Current Report on Form 8-K filed on July 23, 2007).

5.1*            Opinion  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                regarding the legality of the common stock.

23.1*           Consent of Deloitte & Touche LLP.

23.2*           Consent of LWBJ LLP.

23.3*           Consent of PricewaterhouseCoopers LLP.

23.4*           Consent  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                (included in Exhibit 5.1).

24.1*           Power of Attorney (included on signature pages hereto).

---------------------
*        Filed herewith.



                                      10
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As filed with the Securities and Exchange Commission on July 24, 2007
                                                       Registration No. 333-
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                              DICE HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                            20-3179218
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification No.)

                              --------------------

                                 3 PARK AVENUE
                            NEW YORK, NEW YORK 10016
   (Address, including zip code, of Registrant's principal executive offices)

                              --------------------

                  DICE HOLDINGS, INC. 2005 OMNIBUS STOCK PLAN
                   DICE HOLDINGS, INC. 2007 EQUITY AWARD PLAN

                            (Full title of the plan)

                              --------------------

                                SCOT W. MELLAND
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              DICE HOLDINGS, INC.
                                 3 PARK AVENUE
                            NEW YORK, NEW YORK 10016
                                 (212) 725-6550
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                              --------------------

                                   COPIES TO:

       JOHN C. KENNEDY, ESQ.                     BRIAN P. CAMPBELL, ESQ.
  PAUL, WEISS, RIFKIND, WHARTON &              VICE PRESIDENT, BUSINESS AND
            GARRISON LLP                              LEGAL AFFAIRS
    1285 AVENUE OF THE AMERICAS                    DICE HOLDINGS, INC.
   NEW YORK, NEW YORK 10019-6064                      3 PARK AVENUE
           (212) 373-3000                        NEW YORK, NEW YORK 10016
                                                      (212) 725-6550
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
         Title of Each Class of            Amount to be Registered    Proposed Maximum      Proposed Maximum        Amount of
       Securities to be Registered                   (1)             Offering Price Per    Aggregate Offering     Registration
                                                                            Unit                 Price                 Fee
----------------------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share      8,227,467(2) shares          $1.90(3)         $15,623,187.30(3)         $479.91
----------------------------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01 per share      2,070,812(4) shares          $13.54(5)        $28,038,794.48(5)         $860.79
----------------------------------------------------------------------------------------------------------------------------------
Total                                         10,298,279 shares                                                     $1,340.70
==================================================================================================================================
(1)   Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended (the
      "Securities  Act"), this registration  statement shall be deemed to cover
      any  additional  securities  to be offered or issued  from stock  splits,
      stock dividends or similar transactions.
(2)   Consists of (i) 8,110,373 shares of common stock  underlying  outstanding
      options granted under the Dice Holdings, Inc. 2005 Omnibus Stock Plan and
      (ii)  117,094  shares  of common  stock  underlying  outstanding  options
      granted under the Dice Holdings, Inc. 2007 Equity Award Plan.
(3)   Pursuant to Rule 457(h) under the  Securities  Act, the proposed  maximum
      offering  price per share was  determined  based on the weighted  average
      exercise price of the options granted.
(4)   Consists  of shares of common  stock  issuable in respect of awards to be
      granted  under the Dice  Holdings,  Inc.  2005 Omnibus Stock Plan and the
      Dice Holdings, Inc. 2007 Equity Award Plan.
(5)   Pursuant to Rule 457(c) and (h) under the  Securities  Act,  the proposed
      maximum  offering price per share was determined  based on the average of
      the high and low prices of Dice Holdings, Inc.'s common stock reported by
      the New York Stock Exchange on July 23, 2007.

===============================================================================
EXPLANATORY NOTE

        Dice  Holdings,  Inc.  has  prepared  this  Registration  Statement  in
accordance with the  requirements of Form S-8 under the Securities Act of 1933,
as amended,  or the Securities Act, to register 10,298,279 shares of its common
stock, par value $0.01 per share,  which we refer to as the common stock,  that
are reserved for issuance  upon exercise of options  granted,  or in respect of
awards to be granted,  under the Dice  Holdings,  Inc. 2005 Omnibus Stock Plan,
which we refer to as the 2005 Plan,  and the Dice  Holdings,  Inc.  2007 Equity
Award Plan, which we refer to as the 2007 Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.         PLAN INFORMATION.

        The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants  in the Plans as  specified  by Rule
428(b)(1) under the Securities Act. Such documents are not being filed with the
Securities and Exchange  Commission (the "Commission"),  but constitute,  along
with the documents incorporated by reference into this Registration  Statement,
a prospectus  that meets the  requirements  of Section 10(a) of the  Securities
Act.

ITEM 2.         COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        We will furnish without charge to each person to whom the prospectus is
delivered,  upon the written or oral request of such person,  a copy of any and
all of the  documents  incorporated  by  reference in Item 3 of Part II of this
Registration  Statement,  other than  exhibits to such  documents  (unless such
exhibits are specifically  incorporated by reference to the information that is
incorporated).  Those  documents are  incorporated  by reference in the Section
10(a)  prospectus.  Requests should be directed to Dice Holdings,  Inc., 3 Park
Avenue, New York, New York 10016, Attention:  General Counsel; Telephone number
(212) 725-6650.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following   documents   filed  with  the   Commission  by  us  are
incorporated by reference in this Registration Statement:

        1.      Our  Registration  Statement  on  Form  S-1  (Registration  No.
                333-141876)  filed with the  Commission  on April 4,  2007,  as
                amended on each of May 18, 2007,  June 8, 2007,  June 18, 2007,
                June 22, 2007, June 27, 2007 and July 11, 2007;

        2.      The   description   of  the  common  stock  set  forth  in  our
                Registration Statement on Form 8-A filed pursuant to Section 12
                of the  Exchange  Act on July 11,  2007,  and any  amendment or
                report filed for the purpose of updating any such  description;
                and

        3.      Our Current Report on Form 8-K filed on July 23, 2007.

        In addition, all reports and documents filed by us pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
subsequent  to the date  hereof  and prior to the  filing  of a  post-effective
amendment which indicates that all securities  offered hereby have been sold or
which deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  by  reference  herein and made a part hereof from the date of the
filing of such documents.

ITEM 4.         DESCRIPTION OF SECURITIES

        Not Applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not Applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section  145(a)  of  the  Delaware  General  Corporation  Law  ("DGCL")
provides,  in general, that a corporation shall have the power to indemnify any
person  who  was or is a party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or proceeding,  whether civil,
criminal,  administrative or  investigative,  other than an action by or in the
right of the corporation, because the person is or was a director or officer of
the corporation.  Such indemnity may be against expenses,  including attorneys'
fees,  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action,  suit or proceeding,  if
the person acted in good faith and in a manner the person  reasonably  believed
to be in or not opposed to the best interests of the  corporation  and if, with
respect  to any  criminal  action  or  proceeding,  the  person  did  not  have
reasonable cause to believe the person's conduct was unlawful.

                                       3
Section  145(b) of the DGCL  provides,  in general,  that a corporation
shall  have  the  power to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the  corporation  to procure a judgment in its favor
because the person is or was a director or officer of the corporation,  against
any expenses  (including  attorneys' fees) actually and reasonably  incurred by
the person in connection  with the defense or settlement of such action or suit
if the  person  acted in good  faith  and in a  manner  the  person  reasonably
believed  to be in or not  opposed to the best  interests  of the  corporation,
except that no indemnification  shall be made in respect of any claim, issue or
matter as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon application
that,   despite  the   adjudication  of  liability  but  in  view  of  all  the
circumstances of the case, such person is fairly and reasonably  entitled to be
indemnified  for such expenses  which the Court of Chancery or such other court
shall deem proper.

        Section  145(g) of the DGCL  provides,  in general,  that a corporation
shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director or officer of the  corporation  against any  liability
asserted  against  the  person  in any such  capacity,  or  arising  out of the
person's status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions of the law.

        Our amended and restated certificate of incorporation  provides that we
shall  indemnify  and  hold  harmless,  to  the  fullest  extent  permitted  by
applicable law as it presently  exists or may hereafter be amended,  any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding,  whether civil, criminal,  administrative or
investigative, which we refer to as a proceeding, by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the  corporation  or, while a director or officer of the
corporation,  is or was serving at the written  request of the corporation as a
director,   officer,   employee  or  agent  of  another  corporation  or  of  a
partnership,  joint venture, trust,  enterprise or nonprofit entity,  including
service with respect to employee benefit plans,  against all liability and loss
suffered and expenses  (including  attorneys' fees) reasonably incurred by such
person;  provided,  however, that we shall be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such person only if
the  commencement  of such  proceeding  (or part thereof) was authorized by our
board of directors.

        Section 102 of the DGCL permits the  limitation of directors'  personal
liability to the  corporation  or its  stockholders  for  monetary  damages for
breach of  fiduciary  duties as a  director  except  for (i) any  breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) acts or
omissions  not in good  faith  or which  involve  intentional  misconduct  or a
knowing  violation of the law,  (iii)  breaches  under section 174 of the DGCL,
which relates to unlawful payments of dividends or unlawful stock repurchase or
redemptions,  and (iv) any  transaction  from  which the  director  derived  an
improper personal benefit.

        Our  amended  and  restated  certificate  of  incorporation  limits the
personal  liability of our directors to the fullest extent permitted by section
102 of the DGCL.

                                       4
Insofar as indemnification for liabilities arising under the Securities
Act  may be  permitted  to  directors,  officers  or  persons  controlling  the
registrant  pursuant  to the  foregoing  provisions,  the  registrant  has been
informed that in the opinion of the Commission such  indemnification is against
public   policy  as   expressed  in  the   Securities   Act  and  is  therefore
unenforceable.

        We  maintain  directors'  and  officers'  liability  insurance  for our
officers and directors.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED

        Not Applicable.

ITEM 8.         EXHIBITS

EXHIBITS

  4.1           Amended  and  Restated  Certificate  of  Incorporation  of Dice
                Holdings,  Inc.  (incorporated by reference from Exhibit 3.1 to
                Dice  Holdings,  Inc.  Current Report on Form 8-K filed on July
                23, 2007).
  4.2           Amended   and   Restated   By-laws  of  Dice   Holdings,   Inc.
                (incorporated  by reference  from Exhibit 3.2 to Dice Holdings,
                Inc. Current Report on Form 8-K filed on July 23, 2007).
  5.1*          Opinion  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                regarding the legality of the common stock.
  23.1*         Consent of Deloitte & Touche LLP.
  23.2*         Consent of LWBJ LLP.
  23.3*         Consent of PricewaterhouseCoopers LLP.
  23.4*         Consent  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                (included in Exhibit 5.1).
  24.1*         Power of Attorney (included on signature pages hereto).

---------------------
*        Filed herewith.

ITEM 9.         UNDERTAKINGS

                The undersigned registrant hereby undertakes:

      (a)(1)    To file  during any  period in which  offers or sales are being
                made,  a   post-effective   amendment   to  this   registration
                statement:

                (i)    to include any prospectus  required by Section  10(a)(3)
                       of the Securities Act;

                (ii)   to reflect in the prospectus any facts or events arising
                       after the effective date of the  registration  statement
                       (or the most recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent a
                       fundamental  change in the  information set forth in the

                                       5
registration  statement.  Notwithstanding the foregoing,
                       any  increase or  decrease  in the volume of  securities
                       offered (if the total dollar value of securities offered
                       would not  exceed  that  which was  registered)  and any
                       deviation  from  the  low or high  end of the  estimated
                       maximum  offering  range may be reflected in the form of
                       prospectus  filed with the  Commission  pursuant to Rule
                       424(b) if, in the  aggregate,  the changes in volume and
                       price represent no more than a 20% change in the maximum
                       aggregate  offering price set forth in the  "Calculation
                       of Registration Fee" table in the effective registration
                       statement;

                (iii)  to include any material  information with respect to the
                       plan of  distribution  not  previously  disclosed in the
                       registration  statement or any  material  change to such
                       information in the registration statement;

                PROVIDED,  HOWEVER,  THAT,  paragraphs (a)(1)(i) and (a)(1)(ii)
                above do not apply if the  information  required to be included
                in a post-effective  amendment by those paragraphs is contained
                in periodic  reports filed with or furnished to the  Commission
                by us pursuant to Section 13 or Section 15(d) of the Securities
                Exchange Act of 1934 (the "Exchange Act") that are incorporated
                by reference in the registration statement;

         (2)    That,  for the purpose of determining  any liability  under the
                Securities  Act, each such  post-effective  amendment  shall be
                deemed  to be a new  registration  statement  relating  to  the
                securities offered therein, and the offering of such securities
                at that  time  shall be  deemed  to be the  initial  bona  fide
                offering thereof.

         (3)    To  remove  from  registration  by  means  of a  post-effective
                amendment any of the securities being  registered  hereby which
                remain unsold at the termination of the offering.

         (4)    That,  for  the  purpose  of   determining   liability  of  the
                registrant under the Securities Act of 1933 to any purchaser in
                the initial  distribution  of the  securities,  the undersigned
                registrant  undertakes that in a primary offering of securities
                of the  undersigned  registrant  pursuant to this  registration
                statement,  regardless of the underwriting  method used to sell
                the securities to the purchaser,  if the securities are offered
                or sold to such  purchaser  by  means  of any of the  following
                communications,  the undersigned registrant will be a seller to
                the  purchaser  and will be  considered  to offer or sell  such
                securities to such purchaser:

                (i)    any   preliminary   prospectus   or  prospectus  of  the
                       undersigned registrant relating to the offering required
                       to be filed pursuant to Rule 424;

                (ii)   any free  writing  prospectus  relating to the  offering
                       prepared by or on behalf of the  undersigned  registrant
                       or used or referred to by the undersigned registrant;

                (iii)  the  portion  of  any  other  free  writing   prospectus
                       relating to the offering containing material information
                       about  the  undersigned  registrant  or  its  securities
                       provided by or on behalf of the undersigned  registrant;
                       and

                                       6
(iv)   any other communication that is an offer in the offering
                       made by the undersigned registrant to the purchaser.

         (b)    The undersigned registrant hereby undertakes that, for purposes
                of determining  any liability  under the  Securities  Act, each
                filing of the  registrant's  annual report  pursuant to Section
                13(a)  or  Section  15(d)  of  the  Exchange  Act  (and,  where
                applicable,  each filing of an employee  benefit  plan's annual
                report  pursuant to Section  15(d) of the Exchange Act) that is
                incorporated by reference in the  registration  statement shall
                be deemed to be a new  registration  statement  relating to the
                securities offered therein, and the offering of such securities
                at that  time  shall be  deemed  to be the  initial  bona  fide
                offering hereof.

         (c)    Insofar as  indemnification  for liabilities  arising under the
                Securities  Act may be  permitted  to  directors,  officers and
                controlling persons of the registrant pursuant to the foregoing
                provisions,  or otherwise, the registrant has been advised that
                in  the  opinion  of the  Commission  such  indemnification  is
                against  public policy as expressed in the  Securities  Act and
                is,  therefore,  unenforceable.  In the event  that a claim for
                indemnification   against  such  liabilities  (other  than  the
                payment by the  registrant  of  expenses  incurred or paid by a
                director,  officer or  controlling  person of the registrant in
                the  successful  defense of any action,  suit or proceeding) is
                asserted by such  director,  officer or  controlling  person in
                connection with the securities being registered, the registrant
                will,  unless in the opinion of its counsel the matter has been
                settled  by  controlling  precedent,   submit  to  a  court  of
                appropriate    jurisdiction    the   question    whether   such
                indemnification  by it is against public policy as expressed in
                the   Securities   Act  and  will  be  governed  by  the  final
                adjudication of such issue.

                                       7
SIGNATURES

            Pursuant to the  requirements of the Securities Act, Dice Holdings,
Inc.  certifies that it has reasonable  grounds to believe that it meets all of
the requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on July 24, 2007.

                                            DICE HOLDINGS, INC.

                                            By: /s/ SCOT W. MELLAND
                                                ------------------------------
                                                Name:  Scot W. Melland
                                                Title: President and Chief
                                                       Executive Officer

                               POWER OF ATTORNEY

            KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  individual  whose
signature  appears  below  hereby  constitutes  and  appoints  each  of Scot W.
Melland,  Michael P. Durney and Brian P. Campbell,  acting singly, his true and
lawful agent, proxy and  attorney-in-fact,  with full power of substitution and
resubstitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities,  to (i) act on,  sign and file  with the  Securities  and  Exchange
Commission any and all amendments (including post-effective amendments) to this
registration statement together with all schedules and exhibits thereto and any
subsequent  registration  statement  filed  pursuant to Rule  462(b)  under the
Securities  Act of 1933,  as amended,  together with all schedules and exhibits
thereto, (ii) act on, sign and file such certificates,  instruments, agreements
and other documents as may be necessary or appropriate in connection therewith,
(iii)  act on and  file  any  supplement  to any  prospectus  included  in this
registration  statement or any such  amendment or any  subsequent  registration
statement  filed  pursuant to Rule 462(b) under the  Securities Act of 1933, as
amended,  and  (iv)  take  any  and  all  actions  which  may be  necessary  or
appropriate  in connection  therewith,  granting unto such agents,  proxies and
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing  necessary or appropriate to be done, as fully for
all intents and purposes as he might or could do in person,  hereby  approving,
ratifying and confirming all that such agents, proxies and attorneys-in-fact or
any of their substitutes may lawfully do or cause to be done by virtue thereof.

            Pursuant  to  the   requirements   of  the  Securities   Act,  this
Registration Statement has been signed below on July 24, 2007, by the following
persons in the capacities indicated.

-------------------------------------------------------------------------------
          SIGNATURE                                  TITLE
-------------------------------------------------------------------------------

     /s/ Scot W. Melland            President and Chief Executive Officer
-----------------------------       and Director (Principal Executive Officer)
        Scot W. Melland

    /s/ Michael P. Durney           Senior Vice President, Finance and
-----------------------------       Chief Financial Officer
       Michael P. Durney            (Principal Financial and Accounting Officer)

                                       8
/s/ John W. Barter              Director
-----------------------------
      John W. Barter

     /s/ Peter Ezersky              Director
-----------------------------
      Peter Ezersky

    /s/ David S. Gordon             Director
-----------------------------
      David S. Gordon

   /s/ David C. Hodgson             Director
-----------------------------
        David C. Hodgson

     /s/ Anton J. Levy              Director
-----------------------------
         Anton J. Levy

  /s/ Jeffrey S. Nordhaus           Director
-----------------------------
      Jeffrey S. Nordhaus

     /s/ William Wyman              Director
-----------------------------
        William Wyman

                                       9
INDEX TO EXHIBITS

4.1             Amended  and  Restated  Certificate  of  Incorporation  of Dice
                Holdings,  Inc.  (incorporated by reference from Exhibit 3.1 to
                Dice  Holdings,  Inc.  Current Report on Form 8-K filed on July
                23, 2007).

4.2             Amended   and   Restated   By-laws  of  Dice   Holdings,   Inc.
                (incorporated  by reference  from Exhibit 3.2 to Dice Holdings,
                Inc. Current Report on Form 8-K filed on July 23, 2007).

5.1*            Opinion  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                regarding the legality of the common stock.

23.1*           Consent of Deloitte & Touche LLP.

23.2*           Consent of LWBJ LLP.

23.3*           Consent of PricewaterhouseCoopers LLP.

23.4*           Consent  of  Paul,  Weiss,  Rifkind,  Wharton  &  Garrison  LLP
                (included in Exhibit 5.1).

24.1*           Power of Attorney (included on signature pages hereto).

---------------------
*        Filed herewith.

                                      10