By Facsimile: (212) 999-5899

Selim Day, Esq.						April 14, 2005
Wilson Sonsini Goodrich & Rosati
12 East 49th Street
New York, New York 10017
(212) 999-5800

      Re:  	Digital Impact, Inc.
		Schedule 14D-9 filed April 1, 2005
		File No. 005- 57265

Dear Mr. Day:

	We have limited our review of the above referenced filing to
only the matters addressed herein.  Please understand that the
purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the
overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free to call us at the telephone number listed at the end of this
letter.

Item 5.  Person/Assets, Retained, Employed, Compansated or Used,
Page 9

1. Please provide a summary of all material terms of employment,
including retainer or other arrangement for compensation for
Credit Suisse First Boston.  Please see Item 1009 of Regulation
M-A.

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the company is in possession of all
facts relating to its disclosure, it is responsible for the
accuracy and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the companymay not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 942-2903.  You
may also contact me via facsimile at (202) 942-9638.  Please send
all correspondence to us at the following ZIP code:  20549-0303.

                 					Very truly yours,



     	          					Celeste M. Murphy
							Special Counsel
							Office of Mergers and
							Acquisitions