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 (Date of earliest event reported): February 6, 2007


                               Digital River, Inc.
               (Exact name of registrant as specified in charter)

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

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

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

                                 Not Applicable
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
     Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
     Act (17 CFR 240.13e-4(c))


Item 8.01  Other Events.

     On February 6, 2007, Digital River, Inc. (the "Company") announced that the
Special Committee of its Board of Directors had reported its findings after an
internal review into the Company's stock option practices. A copy of the press
release issued by the Company in connection with the Special Committee's report
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

Number                                   Description
---------  ---------------------------------------------------------------------
99.1       Text of Press Release issued by Digital River, Inc. dated February 6,


     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.

Date: February 6, 2007                     By:  /s/ Thomas M. Donnelly

                                                Thomas M. Donnelly
                                                Chief Financial Officer

                                  EXHIBIT INDEX

     No.             Description
  ---------          ------------------------------

    99.1             Press release dated February 6, 2007.