FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * DRAPER FISHER ASSOCIATES FUND IV L P   2. Issuer Name and Ticker or Trading Symbol DIGITAL IMPACT INC /DE/ [DIGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2882 SAND HILL ROAD, SUITE 150 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2005 (Street) MENLO PARK, CA 94025 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/28/2005 01/28/2005 S   5,000 D $ 1.48 0 D   Common Stock 01/28/2005 01/28/2005 S   8,000 D $ 1.45 0 D   Common Stock 01/28/2005 01/28/2005 S   2,800 D $ 1.44 0 D   Common Stock 01/28/2005 01/28/2005 S   19,200 D $ 1.43 0 D   Common Stock 01/28/2005 01/28/2005 S   5,000 D $ 1.42 4,082,347 (1) (2) (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DRAPER FISHER ASSOCIATES FUND IV L P 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025		X
Draper Fisher Management CO IV, LLC 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025		X
DRAPER FISHER PARTNERS IV LLC 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025		X
DRAPER TIMOTHY C 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025		X
Fisher John H N 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025		X
Jurvetson Stephen T 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025		X

Signatures

/s/ Draper Fisher Associates Fund IV, L.P. Timothy C. Draper , Managing Director of the General Partner		01/31/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Includes 3,446,484 shares held by Draper Fisher Associates Fund IV, L.P. Draper Fisher Management Company IV, LLC is the general partner of Draper Fisher Associates Fund IV, L.P. and disclaims beneficial ownership except to the extent of its pecuniary interest therein. The Managing Directors of Draper Fisher Management Company IV, LLC (Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson) disclaim beneficial ownership except to the extent of any pecuniary interest therein.
(2)	Includes 323,806 shares owned by Draper Fisher Partners IV, LLC. Draper Fisher Partners IV, LLC is a side-by-side fund of Draper Fisher Associates Fund IV, L.P. and is considered a 10% owner because of the voting power of each of its managing members over Draper Fisher Partners IV, LLC. Each of the Managing Members of Draper Fisher Partners IV, LLC (Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson) disclaim beneficial ownership except to the extent of any pecuniary interest therein.
(3)	Includes 203,132 shares owned individually by Timothy C. Draper of which he has sole beneficial ownership; includes 8,925 shares owned individually by John H.N. Fisher of which he has sole beneficial ownership and includes 100,000 shares owned individually by Stephen T. Jurvetson of which he has sole beneficial ownership.

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