Form 4/A ZARLEY JAMES R For: Sep 16 (10K)

FORM 4/A

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZARLEY JAMES R

(Last)

(First)

(Middle)

30699 RUSSELL RANCH ROAD, STE. 250

(Street)

WESTLAKE VILLAGE

91632

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALUECLICK INC/CA [VCLK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/16/2008		G		201,445 ⁽¹⁾	D	⁽¹⁾	$ 0 ⁽²⁾ ⁽³⁾	I	By James Zarley Living Trust
Common Stock	09/16/2008		G		201,445 ⁽¹⁾	A	⁽¹⁾	$ 201,445	I	By Zarley Investments, LP ⁽⁴⁾
Common Stock	09/16/2008		G		1,140 ⁽⁵⁾ ⁽⁶⁾	D	⁽⁶⁾	50,000	D
Common Stock	09/16/2008		G		1,140 ⁽⁵⁾ ⁽⁶⁾	A	⁽⁶⁾	202,585	I	By Zarley Investments, LP ⁽⁴⁾
Common Stock	10/23/2008		A		100,000 ⁽⁷⁾	A	⁽⁸⁾	150,000 ⁽⁹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:
1. On 9/16/08 for real estate planning purposes, Mr. Zarley transferred these shares of common stock from the James Zarley Living Trust (the "Trust), which Mr. Zarley is the trustee of and his two sons are the sole beneficiaries thereof, to Zarley Investments, LP, a family limited partnership ("Family LP") of which Mr. Zarley is the general partner and holds a 1% interest and the Trust is the limited partner and holds a 99% interest (the "Trust Contribution").
2. On 10/27/08, Mr. Zarley filed a Form 4 that did not reflect the number of shares beneficially owned following the transaction reported therein to account for the Trust Contribution (which had occurred prior to such transaction and is being reported herein). As a result, the number of shares directly owned by the Trust following the transaction reported therein was overstated by 201,445 shares. That Form 4 is being amended and restated hereby to reflect the number of shares owned by the Trust immediately following the transaction reported therein and herein, as amended, to account for the Trust Contribution.
3. While the Trust no longer owns in its name any shares of ValueClick, Inc. common stock, as the holder of 99% interest in the Family LP, the Trust has a 99% pecuniary interest in any shares of ValueClick, Inc. common stock held by the Family LP.
4. Mr. Zarley is the general partner and holds a 1% interest in, and the Trust is the limited partner and holds a 99% interest in, the Family LP.
5. These shares were acquired by Mr. Zarley under the ValueClick, Inc. 2007 Employee Stock Purchase Plan. 456 of such shares were acquired on 2/29/08 and 684 of such shares were acquired on 8/29/08.
6. On 9/16/08 and for estate planning purposes, Mr. Zarley contributed these shares of common stock to the Family LP (the "Zarley Contribution").
7. Restricted stock shall vest as follows: 12.5% on 5/10/09; 25.0% on 5/10/10; 25.0% on 5/10/11; 25.0% on 5/10/12; and 12.5% on 10/23/12.
8. Granted as compensation for services.
9. On 10/27/08, Mr. Zarley filed a Form 4 that did not reflect the number of shares beneficially owned following the transaction reported therein to account for the Zarley Contribution (which had occurred prior to such transaction and is being reported herein). As a result, the number of shares directly owned by Mr. Zarley following the transaction reported therein was overstated by 1,140 shares. That Form 4 is being amended and restated hereby to reflect the number of shares owned by Mr. Zarley immediately following the transaction reported therein and herein, as amended, to account for the Zarley Contribution.
Remarks: Exhibit 24 -- Power of Attorney Mr. Zarley is amending and restating the Form 4 that he filed on 10/27/2008 to (i) report the contribution of certain shares of ValueClick, Inc. common stock to the Family LP and (ii) adjust the number of shares owned by Mr. Zarley and the Trust immediately following the transaction previously reported therein to reflect the contributions to the Family LP.

	/s/ James R. Zarley, by Lisa M Mitchell, as attorney-in-fact	02/18/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned 
hereby constitutes and appoints each of Scott Barlow 
and Lisa Mitchell, or either of them signing singly, 
and with full power of substitution, the 
undersigned's true and lawful attorney-in-fact to:

(1)prepare, execute in the undersigned's name and 
on the undersigned's behalf, and submit to the U.S. 
Securities and Exchange Commission (the "SEC") a 
Form ID, including amendments thereto, and any other 
documents necessary or appropriate to obtain codes 
and passwords enabling the undersigned to make 
electronic filings with the SEC of reports required 
by Section 16(a) of the Securities Exchange Act of 
1934 or any rule or regulation of the SEC;

(2)execute for and on behalf of the undersigned, in 
the undersigned's capacity as an officer and/or 
director of ValueClick, Inc. (the "Company"), 
Forms 3, 4, and 5 in accordance with Section 16(a) 
of the Securities Exchange Act of 1934 and the rules 
thereunder;

(3)do and perform any and all acts for and on 
behalf of the undersigned which may be necessary or 
desirable to complete and execute any such Form 3, 
4, or 5, complete and execute any amendment or 
amendments thereto, and timely file such form with 
the SEC and any stock exchange or similar authority; 
and

(4)take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion 
of such attorney-in-fact, may be of benefit to, in 
the best interest of, or legally required by, the 
undersigned, it being understood that the documents 
executed by such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall 
be in such form and shall contain such terms and 
conditions as such attorney-in-fact may approve in 
such attorney-in-fact's discretion.

The undersigned hereby grants to each such 
attorney-in-fact full power and authority to do and 
perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the 
exercise of any of the rights and powers herein 
granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, 
with full power of substitution or revocation, 
hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's 
substitute or substitutes, shall lawfully do or 
cause to be done by virtue of this power of attorney 
and the rights and powers herein granted.  The 
undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at 
the request of the undersigned, are not assuming, 
nor is the Company assuming, any of the 
undersigned's responsibilities to comply with 
Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full 
force and effect until the undersigned is no longer 
required to file Forms 3, 4, and 5 with respect to 
the undersigned's holdings of and transactions in 
securities issued by the Company, unless earlier 
revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused 
this Power of Attorney to be executed as of this 
19th day of January, 2009


/s/ James Zarley

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