SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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):

                                November 12, 2001

                                    Dice Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


     Delaware                           0-25017              13-3899472
-----------------------------    ------------------  ---------------------------
 (State or Other Jurisdiction        (Commission           (I.R.S. Employer
      of Incorporation)              File Number)        Identification Number)

--------------------------------------------------------------------------------
                     3 Park Avenue, New York, New York 10016
--------------------------------------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 (212) 679-9078
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



<PAGE>


ITEM 7.        EXHIBITS.

               Exhibit
               Number    Description

                99.1     Letter of Dice Inc., dated November 12, 2001, addressed
                         to Mr. Norbert Lou, Elliott Management Corporation



ITEM 9.        Regulation FD Disclosure.

          On November 12, 2001,  Dice Inc. (the  "Registrant")  responded to the
letters of Elliott  Associates,  L.P., Elliott  International,  L.P. and Elliott
International Capital Advisors Inc. (together the "Elliott Bondholders"),  dated
October 11 and November 6, 2001,  to the Board of  Directors of the  Registrant.
The October 11 and November 6, 2001 letters were filed as exhibits to a Schedule
13D filed by the Elliott  Bondholders  on October  11,  2001 and a Schedule  13D
amendment  filed on November 9, 2001,  respectively.  Each letter  requested the
Board  of  Directors  to  recapitalize  the  Registrant  by  restructuring   the
Registrant's 7% Convertible Subordinated Notes.

          A copy of the Registrant's letter, dated November 12, 2001, responding
to the October 11 and  November 6, 2001  letters of the Elliott  Bondholders  is
furnished  pursuant to  Regulation  FD with this  Current  Report on Form 8-K as
Exhibit 99.1.  This letter is not filed pursuant to the Securities  Exchange Act
of 1934 and is not  incorporated  by  reference in any  registration  statements
filed under the Securities Act of 1933.

<PAGE>


                                   SIGNATURES

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                     DICE INC.



                                  By:      /s/ Brian P. Campbell
                                     --------------------------------------
                                     Name:  Brian P. Campbell, Esq.
                                     Title: Vice President and General Counsel

Dated: November 13, 2001