Techtarget Inc - Amended Annual Statement of Changes in Beneficial Ownership (5/A)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Peskowitz Edwin	2. Issuer Name and Ticker or Trading Symbol TechTarget Inc [TTGT]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O UNITED COMMUNICATIONS GROUP, 111300 ROCKVILLE PIKE, SUITE 1100	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2007
(Street) ROCKVILLE, MD 20852 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 2/1/2008	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	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, par value $0.001	12/31/2007		G	569246	D	$0	0	I	Edwin Peskowitz 2005 GRAT ⁽¹⁾
Common Stock, par value $0.001	12/31/2007		G	140994	D	$0	0	I	Edwin Peskowitz 2005 GRAT ⁽²⁾
Common Stock, par value $0.001	12/31/2007		G	1624085	D	$0	0	I	Edwin Peskowitz 2005 GRAT ⁽³⁾
Common Stock, par value $0.001	12/31/2007		G	308742	D	$0	176483	I	Edwin Peskowitz 2006 GRAT ⁽⁴⁾
Common Stock, par value $0.001	12/31/2007		G	569246	A	$0	877988	I	Edwin Peskowitz 2007 GRAT ⁽¹⁾
Common Stock, par value $0.001	12/31/2007		G	140994	A	$0	140994 ⁽⁵⁾	I	Peskowitz 2005 Family Trust ⁽²⁾
Common Stock, par value $0.001	12/31/2007		G	1624085	A	$0	1624085	I	Peskowitz 2005 Family Trust - Non-GST ⁽³⁾
Common Stock, par value $0.001	12/31/2007		G	308742	A	$0	877988	I	Edwin Peskowitz 2007 GRAT ⁽⁴⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	This transaction reflects the transfer of these 569,246 shares from the Edwin Peskowitz 2005 Grantor Retained Annuity Trust to the Edwin Peskowitz 2007 Grantor Retained Annuity Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 2)	This transaction reflects the transfer of these 140,994 shares from the Edwin Peskowitz 2005 Grantor Retained Annuity Trust to the Peskowitz Family Trust - GST. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 3)	This transaction reflects the transfer of these 1,624,085 shares from the Edwin Peskowitz 2005 Grantor Retained Annuity Trust to the Peskowitz 2005 Family Trust - Non-GST. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 4)	This transaction reflects the transfer of these 308,742 shares from the Edwin Peskowitz 2006 Grantor Retained Annuity Trust to the Edwin Peskowitz 2007 Grantor Retained Annuity Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 5)	This amendment is filed to correct a typographical error on the Form 5 filed on February 1, 2008 which incorrectly stated the amount of securities held in the Peskowitz 2005 Family Trust as "1,409,994" however the correct number of shares held in the Peskowitz 2005 Family Trust is 140,994.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Peskowitz Edwin C/O UNITED COMMUNICATIONS GROUP 111300 ROCKVILLE PIKE, SUITE 1100 ROCKVILLE, MD 20852		X

Signatures
/s/ Rick Olin, Attorney-in-Fact		4/10/2008
^** Signature of Reporting Person		Date

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