POWER OF ATTORNEY



     The undersigned hereby constitutes and appoints Joel A. Ronning,

     Thomas M. Donnelly and Michael J. Sullivan, the undersigned's true and

     lawful attorneys-in-fact to:



(1)  execute for and on behalf of the undersigned, in the undersigned's

     capacity as an officer and/or director of Digital River, Inc. (the

     "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the

     Securities Exchange Act of 1934 (the "Exchange Act"), and the rules

     thereunder;



(2)  do and perform any and all acts for and on behalf of the undersigned

     which may be necessary or desirable to complete and execute any such

     Form 3, 4 or 5, complete and execute any amendment or amendments

     thereto, and timely file any such form with the United States Securities

     and Exchange Commission and any stock exchange or similar authority; and



(3)  take any other action of any type whatsoever in connection with the

     foregoing which, in the opinion of such attorney-in- fact, may be of

     benefit to, in the best interest of, or legally required by, the

     undersigned, it being understood that the documents executed by such

     attorney-in-fact on behalf of the undersigned pursuant to this Power of

     Attorney shall be in such form and shall contain such terms and

     conditions as such attorney-in-fact may approve in such

     attorney-in-fact's discretion.



     The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever

requisite, necessary or proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall

lawfully do or cause to be done pursuant to this power of attorney.  The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving in

such capacity at the request of the undersigned, are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Exchange Act.



     This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the attorneys-in-fact.



     The undersigned has caused this Power of Attorney to be executed as of

this ____ day of June, 2005.





                              /s/ Thomas F. Madison

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                              Signature



                              Thomas F. Madison

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