UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): July 15, 2009


DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)

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

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 240.14a-12)

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

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

Item 8.01.     Other Events.

On July 15, 2009, Digital River, Inc., a Delaware corporation issued a press release announcing certain matters relating to the outsourcing of its customer service operations and a realignment of other functions within the company.  The company also reaffirmed its second quarter guidance that was previously provided on April 29, 2009.  A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01.     Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is furnished with this report:

99.1      Press release dated July 15, 2009.

SIGNATURE

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.

Exhibit Index

Exhibit No.               Description

99.1      Press release dated July 15, 2009