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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 10, 2005

                              ____________________  

                              DIGITAL IMPACT, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                      000-27787                94-3286913
          --------                      ---------                ----------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
       of incorporation)                                     Identification No.)

                                 177 Bovet Road
                           San Mateo, California 94402
          (Address of principal executive offices, including zip code)

                                 (650) 356-3400
              (Registrant's telephone number, including area code)

                                      N.A.
          (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))

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Item 8.01. Other Events

Digital Impact issued a press release, dated February 10, 2005 (the "Press
Release"), which is attached as Exhibit 99.1 hereto and incorporated herein by
reference.


Item 9.01. Financial Statements and Exhibits

(c)  Exhibits.

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

99.1           Press Release




                                   SIGNATURES

     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 Impact, Inc.

                                          By: /s/ David Oppenheimer
                                              ----------------------------------
                                              David Oppenheimer
                                              Senior Vice President, Finance and
                                              Chief Financial Officer

Date: February 11, 2005




                                  EXHIBIT INDEX

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

99.1           Press Release