DHI GROUP, INC. — Director's Dealing 2011

May 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DICE HOLDINGS, INC. (DHX)
CIK: 0001393883
Period of Report: 2011-05-23

Reporting Person: Melrose Constance (VP Treas. & MD of eFinCareers, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-23	Common Stock	M	15000	$2.88	Acquired	42869	Direct
2011-05-23	Common Stock	S	15000	$14.253	Disposed	27869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-23	Employee Stock Option (Right to Buy)	$2.88	M	15000	Disposed	2016-02-09	Common Stock (15000)	Direct

Footnotes

F1: These shares were sold pursuant to a Rule 10b5-1(c) sales plan dated December 16, 2010.

F2: The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the
transactions ranged from $14.050 to $14.510. Upon request of the SEC staff, Dice Holdings, Inc. (the "Company") or a
security holder of the Company, the reporting person will provide full information regarding the number of shares sold at
each separate price.

F3: These options were all vested and exercisable as of February 9, 2010.