Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ValueClick, Inc. ("ValueClick" or the "Company") announced that David Yovanno is resigning from his position of chief operating officer of U.S. Media, effective October 28, 2008 to pursue another opportunity. The Company also announced that Bill Todd, formerly senior vice president of sales for ValueClick Media, has been promoted to the role of general manager of ValueClick Media. In his new role, Mr. Todd is responsible for managing ValueClick’s North American display advertising business, including sales, publisher network development and operations. Mr. Todd joined ValueClick in 2000 and has held numerous sales and management roles within ValueClick Media, including eastern vice president of sales and senior vice president of sales for North America. Mr. Todd serves on the Interactive Advertising Bureau’s sales executive council and the lead generation committee.

With the resignation of Mr. Yovanno, the general managers of ValueClick’s North American display, lead generation, and comparison shopping businesses will report directly to chief executive officer, Tom Vadnais.

SIGNATURES

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.