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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                            -----------------------------

                                     FORM 10-K/A
                            -----------------------------

     [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2000

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER: 000-27787
                            ------------------------

                              DIGITAL IMPACT, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      94-3286913
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

    177 BOVET ROAD, SAN MATEO, CALIFORNIA                          94402
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 356-3400

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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<CAPTION>
                                                           NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                            ON WHICH REGISTERED
             -------------------                           ---------------------
<S>                                            <C>
                     NONE                                           NONE
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          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         COMMON STOCK, $0.001 PAR VALUE
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     The aggregate market value of the voting Common Stock held by
non-affiliates of the Registrant, based upon the closing sale price of the
Common Stock on May 31, 2000 as reported on the NASDAQ National Market, was
approximately $85,960,000. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

     As of May 31, 2000, the Registrant had outstanding 24,661,933 shares of
Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Security Holders for Fiscal Year Ended
March 31, 2000 are incorporated by reference in Part II. The Annual Report shall
be deemed "filed" with the Commission only with respect to those portions
specifically incorporated by reference herein. Portions of our definitive Proxy
Statement for our Annual Meeting of Stockholders for the fiscal year ended March
31, 2000, which will be filed with the Securities and Exchange Commission within
120 days after the end of our fiscal year, are incorporated by reference in Part
III.

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This amendment is being filed for the sole purpose of revising the cover page of
this document to indicate that disclosure of a delinquent filing is contained in
definitive proxy materials of the Registrant.
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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                   DIGITAL IMPACT, INC.

                                          By:       /s/ WILLIAM PARK
                                            ------------------------------------
                                                        William Park
                                                  Chief Executive Officer
Dated: June 21, 2000

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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<CAPTION>
                SIGNATURE                                    TITLE                            DATE
                ---------                                    -----                            ----
<C>                                         <C>                                           <S>
             /s/ WILLIAM PARK                President, Chief Executive Officer and       June 21, 2000
------------------------------------------     Chairman of the Board of Directors
               William Park                      (Principal Executive Officer)

                    *                       Vice President, Finance, Chief Financial      June 21, 2000
------------------------------------------     Officer, Treasurer, and Secretary
            David Oppenheimer                 (Principal Financial and Accounting
                                                            Officer)

                    *                                       Director                      June 21, 2000
------------------------------------------
              Gerardo Capiel

                    *                                       Director                      June 21, 2000
------------------------------------------
             Ruthann Quindlen

                    *                                       Director                      June 21, 2000
------------------------------------------
              Warren Packard

                    *                                       Director                      June 21, 2000
------------------------------------------
              Michael Brown

          *By: /s/ WILLIAM PARK
    ----------------------------------
               William Park
             Attorney-In-Fact
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