Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TA ASSOCIATES IX LLC
2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2006
3. Issuer Name and Ticker or Trading Symbol
CLAYTON HOLDINGS INC [CLAY]
(Last)
(First)
(Middle)
C/O TA ASSOCIATES, INC., 125 HIGH STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BOSTON, MA 02110
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock 03/23/2006   (1) Common Stock 1,704,833 $ (2) I See Footnote 3 (3)
Series B Convertible Preferred Stock 03/23/2006   (1) Common Stock 4,592,529 $ (4) I See Footnote 3 (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TA ASSOCIATES IX LLC
C/O TA ASSOCIATES, INC.
125 HIGH STREET
BOSTON, MA 02110
    X    

Signatures

TA Associates IX LLC, By: TA Associates, Inc., its Manager, By: Thomas P. Alber, Chief Financial Officer, /s/ Thomas P. Alber 03/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) These securities are preferred stock of the Issuer and do not have an expiration date.
(2) The shares of Series A Convertible Preferred Stock will convert at a rate of 4-to-1 into the number of shares of Common Stock shown in column 3 above.
(3) The reporting person may be deemed to have an indirect pecuniary interest as the General Partner of TA IX L.P. The reporting person disclaims beneficial ownership of such shares because the reporting person's indirect pecuniary interest is subject to indeterminable future events.
(4) The shares of Series B Convertible Preferred Stock will convert at a rate of 4-to-1 into the number of shares of Common Stock shown in column 3 above.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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