United States
                             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: April 22, 2004

                               DIGITAL RIVER, INC.

             (Exact Name Of Registrant As Specified In Its Charter)

Delaware                     000-24643                     41-1901640
(State or other              (Commission File              (IRS Employer
jurisdiction of              Number)                       Identification No.)

         9625 West 76th Street, Suite 150, Eden Prairie, Minnesota 55344
               (Address of principal executive offices) (Zip Code)

      (Registrant's telephone number, including area code): (952) 253-1234

Item  12.   Results of Operations and Financial Condition.

     On April 22, 2004, Digital River, Inc., a Delaware corporation ("Digital
River"), issued a press release announcing its financial results for the fiscal
quarter ended March 31, 2004 and certain other information. A copy of the press
release is attached as Exhibit 99.1 hereto. The press release includes "safe
harbor" language indicating that certain statements about Digital River's
business and other matters contained in the press release are "forward-looking"
rather than "historic." The press release also states that a more thorough
discussion of certain factors which may affect Digital River's operating results
is included, among other sections, under the captions "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Digital River's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 which is on file with the SEC and available at the SEC's
website (http://www.sec.gov).

     The attached press release contains certain non-GAAP financial measures.
For purposes of Regulation G, a non-GAAP financial measure is a numerical
measure of a company's performance, financial position, or cash flows that
either excludes or includes amounts that are not normally excluded or included
in the most directly comparable measure calculated and presented in accordance
with GAAP. To supplement our consolidated financial statements presented in
accordance with GAAP, Digital River has supplied non-GAAP measures of net
income, earnings per share, and earnings before interest, taxes, depreciation
and amortization ("EBITDA") which are adjusted from results based on GAAP to
exclude certain expenses. We believe that these non-GAAP measures provide useful
information to both management and investors by excluding certain expenses that
may not be indicative of our core operating results. In addition, because we
have historically reported certain non-GAAP results to investors, we believe the
inclusion of non-GAAP results provides consistency in our financial reporting.
These measures should be considered in addition to results prepared in
accordance with GAAP, but are not a substitute for or superior to GAAP results.
These non-GAAP measures included in the attached press release have been
reconciled to the nearest GAAP measure.

  As used herein, "GAAP" refers to accounting principles generally accepted in
                               the United States.


     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.

                                           DIGITAL RIVER, INC.

                                           By:   /s/ Carter D. Hicks
                                                 Name:  Carter D. Hicks
                                                 Title:  Chief Financial Officer
Date:  April 22, 2004


                                  Exhibit Index

               Exhibit No. Description
               ----------- -----------
                      99.1          Press release dated April 22, 2004.