Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Crudden Kevin L
 2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2007		 3. Issuer Name and Ticker or Trading Symbol
DIGITAL RIVER INC /DE [DRIV]
(Last)
(First)
(Middle)
C/O DIGITAL RIVER, INC., 7799 PARDEE LANE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

EDEN PRAIRIE, MN 55344		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,335 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (2) 02/27/2017 Common Stock 40,000 $ 29.75 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crudden Kevin L
C/O DIGITAL RIVER, INC.
7799 PARDEE LANE
EDEN PRAIRIE, MN 55344		       VP and General Counsel  

Signatures

/s/ Kevin L. Crudden 03/02/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Of that number 3,750 are subject to forfeiture and shall vest equal annual installments over the next three years.
(2) The shares subject to the option shall vest with respect to 1/4 on the one year anniversary of the vesting start date of February 10, 2006 and with respect to equal quarterly installments over the remaining three years.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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