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): April 27, 2005

                               DIGITAL RIVER, INC.

             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                     000-24643                  41-1901640
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       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

                                 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  2.02.   Results of Operations and Financial Condition.

On April 27, 2005, Digital River, Inc., a Delaware corporation ("Digital
River"), issued a press release announcing its financial results for the
three-month period ended March 31, 2005, and certain other information. The
financial results include the impact of the EITF 04-08 adopted by Digital River
in the fourth quarter 2004, which was retroactively applied. This statement
requires that the unissued shares underlying the contingent convertible notes
must be treated as if they were issued for the purposes of calculating GAAP
earnings per share. A copy of the press release is furnished 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 year ended December 31, 2004, and Digital River's other
public filings with the SEC available at the SEC's Web site

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 and earnings
per share, which are adjusted from results based on GAAP to primarily exclude
certain expenses as well as the impact of EITF 04-08. 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.

Item 9.01     Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is furnished with this report:

99.1   Press release dated April 27, 2005, announcing Digital River's financial
results for the three-month period ended March 31, 2005, and certain other


           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 27, 2005

       Exhibit Index

       Exhibit No.     Description
       -----------     -----------
       99.1    Press release dated April 27, 2005, announcing Digital River's
       financial results for the three-month period ended March 31, 2005, and
       certain other information.