EXHIBIT 99.1   DIGIMARC   Audit Committee Charter                                        1 
   ____________________________________________________________________________________________________________  As part of the commitment of the Company and
the Board of Directors to good governance practices, the Audit Committee
regularly reviews its charter and recommends to the Board of Directors changes
to the charter.  The Audit Committee
reviewed its charter and made recommendations in December 2002 to take into
account the adoption of the Sarbanes-Oxley Act of 2002.  The Board of Directors adopted changes to
the charter in April 2003 to implement the broader scope and authorities
contemplated by that act.  2 
   DIGIMARC
CORPORATION AUDIT COMMITTEE CHARTER   The Audit Committee (the Committee) of the
Board of Directors (the Board) of Digimarc Corporation (the Company) is
responsible for overseeing the quality and integrity of the accounting,
auditing, and financial reporting practices of the Company, the audits of the
financial statements of the Company, and such other duties as directed by the
Board.  The Committees role includes a
particular focus on the qualitative aspects of financial reporting to
stockholders, on the Companys processes to manage business and financial risk,
and for compliance with significant applicable legal, ethical, and regulatory
requirements.  The Committee is directly
responsible for the appointment, compensation, retention and oversight of the
public accounting firm (including resolution of disagreements between
management and the auditor regarding financial reporting) engaged to prepare or
issue an audit report on the financial statements of the Company or perform
other audit, review or attest services for the Company.  MEMBERSHIP   The membership of the Committee shall consist
of at least three directors who are independent and who are able to read and
understand fundamental financial statements. 
At least one member shall have past employment experience in finance or
accounting, a professional certification in accounting or other comparable
experience or background that results in the individuals possessing the
requisite financial sophistication, including a current or past position as a
chief executive or financial officer or other senior officer with financial
oversight responsibilities.  Each member
shall be free of any relationship that, in the opinion of the Board, would
interfere with his or her individual exercise of independent judgment in
carrying out the responsibilities of a director.  Applicable laws and regulations shall be followed in evaluating a
members independence.  Each member of
the Committee as well as the chairperson of the Committee shall be appointed by
the full Board.  COMMUNICATIONS/REPORTING   The public accounting firm
shall report directly to the Committee. 
The Committee is expected to maintain free and open communication with
the public accounting firm, the financial and legal personnel of the Company,
and the Companys management.  This
communication shall include regularly scheduled private executive sessions with
each of these parties.  The Committee
chairperson shall report on Committee activities to the full Board.   3 
   EDUCATION   The Company is responsible
for providing the Committee with educational resources related to accounting
principles and procedures, current accounting topics pertinent to the Company
and other material as may be requested by the Committee.  The Company shall assist the Committee in
maintaining appropriate financial literacy.  AUTHORITY   In discharging its oversight
role, the Committee is empowered to conduct or authorize investigations of any
matter brought to its attention and the Committee has the authority to engage
independent counsel or other advisors, as it determines necessary to carry out
its duties.  RESPONSIBILITIES   The Committees specific
responsibilities in carrying out its oversight role are delineated in the Audit
Committee Responsibilities Checklist. 
The responsibilities checklist will be updated annually to the extent necessary,
including to reflect changes in regulatory requirements, authoritative
guidance, and evolving oversight practices. 
As the compendium of Committee responsibilities, the most recently
updated responsibilities checklist will be considered to be an addendum to this
Charter.  In
addition, the Committee shall review the policies and procedures adopted by the
Company to fulfill its responsibilities regarding the fair and accurate
presentation of financial statements in accordance with generally accepted
accounting principles and applicable rules and regulations of the Securities
and Exchange Commission and the National Association of Securities Dealers
applicable to Nasdaq listed issuers.  The Committee relies on the
expertise and knowledge of management of the Company and the public accounting
firm in carrying out its oversight responsibilities.  Management of the Company is responsible for determining that the
Companys financial statements are complete, accurate, and in accordance with
generally accepted accounting principles. 
The public accounting firm is responsible for auditing the Companys
financial statements.  It is not the
duty of the Committee to plan or conduct audits, to determine that the
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles, to conduct investigations, or to
assure compliance with laws and regulations or the Companys internal policies,
procedures, and controls.  The Board and the Committee
are in place to represent the Companys stockholders.  Accordingly, the public accounting firm is ultimately accountable
to the Board and the Committee.   4 
    AUDIT COMMITTEE RESPONSIBILITIES
  
  WHEN PERFORMEDCHECKLIST
  
  Audit Committee MeetingsWinter
  
  Spring
  
  Summer
  
  Fall
  
  A/N*1
  
  The Committee will
  perform such other functions assigned by law, the Companys charter or
  bylaws, or the Board of Directors.
  
  
  
  
  
  
  
  
  
  x2
  
  The Committee shall have
  the power to conduct or authorize investigations into any matters within the
  Committees scope of responsibilities. 
  The Committee shall be empowered to retain independent counsel,
  accountants, or others to assist it as it determines necessary to carry out
  its duties.
  
  
  
  
  
  
  
  
  
  x3
  
  The Committee shall meet
  no fewer than four times a year or more frequently as circumstances
  require.  The Committee may ask
  members of management or others to attend the meeting and provide pertinent
  information as necessary.
  
  x
  
  x
  
  x
  
  x
  
  x4
  
  The agenda for Committee
  meetings will be prepared in consultation between the Committee chair (with
  input from the Committee members), Finance management, the General Counsel
  and the public accounting firm.
  
  x
  
  x
  
  x
  
  x
  
  x5
  
  The Committee will
  provide an open avenue of communication between the internal auditors, the
  public accounting firm, Finance management and the Board of Directors.  The Committee will report actions to the
  Board of Directors with such recommendations as the Committee may deem
  appropriate.
  
  
  
  
  
  
  
  
  
  x6
  
  The Committee will review
  the Audit Committee Charter and update the Audit Committee Responsibilities
  Checklist annually and update them as necessary.
  
  
  
  
  
  
  
  x7
  
  The Committee will
  provide a report in the Companys proxy statement in accordance with the
  requirements of the Securities and Exchange Commission (SEC).
  
  
  
  x8
  
  The Committee will
  include a copy of the Audit Committee Charter and Audit Committee
  Responsibilities Checklist as an appendix to the proxy statement at least
  once every three years.
  
  
  
  
  
  
  
  
  
  x9
  
  The Committee will
  appoint, retain, approve the compensation of, and provide oversight of the
  public accounting firm (including resolution of disagreements between
  management and the auditors regarding financial reporting) engaged for the
  purpose of preparing or issuing an audit report or performing other audit,
  review or attest services for the Company.
  
  x
  
  x
  
  x
  
  x   5 
    10
  
  The Committee will review
  and advise on the appointment or change of key personnel in Financial
  management.
  
  
  
  
  
  
  
  
  
  x11
  
  The Committee will
  confirm annually the independence of the public accounting firm, and
  quarterly review the firms non-audit services and related fees.  The Committee shall require that the
  public accounting firm at least annually provide a formal written statement
  delineating all relationships between the public accounting firm and the
  Company consistent with the rules of the National Association of Securities
  Dealers (NASD) applicable to Nasdaq listed issuers and request information
  from the public accounting firm and management of the Company to determine
  the presence or absence of a conflict of interest.  The Committee shall actively engage the auditors in a dialogue
  with respect to any disclosed relationships or services that may impact the
  objectivity and independence of the auditors.  The Committee shall take, or recommend that the Board of
  Directors take, appropriate action to oversee the independence of the auditors.
  
  x
  
  x
  
  x
  
  x12
  
  The Committee will verify
  the Committee consists of a minimum of three members who are financially
  literate, including at least one member who has financial sophistication.
  
  
  
  
  
  
  
  x13
  
  The Committee will review
  the independence of each Committee member based on NASD and other applicable
  rules.
  
  
  
  
  
  
  
  x14
  
  The Committee will
  inquire of Finance management, the General Counsel, and the public accounting
  firm about significant financial risks or exposures and assess the steps
  management has taken to minimize such risks and exposures to the Company, and
  the Committee will also inquire of Finance management, the General Counsel,
  and the public accounting firm about the effect or potential effect of any
  regulatory regime, accounting initiatives or off-balance sheet structures on
  the Companys financial statements.
  
  
  
  
  
  
  
  
  
  x15
  
  The Committee will review
  with the public accounting firm and Finance management the audit scope and
  plan, and coordination of audit efforts to assure completeness of coverage,
  reduction of redundant efforts, the effective use of audit resources, and the
  use of independent public accountants other than the appointed auditors of
  the Company.
  
  x   6 
    16
  
  The Committee will
  consider and review with the public accounting firm, Financial management and
  the General Counsel:
  a.  The adequacy of the Companys internal
  controls including computerized information system controls and security.
  b.  Any related significant findings and
  recommendations of the public accounting firm and internal audit together
  with managements responses thereto.
  
  
  
  
  
  x17
  
  The Committee will review
  with Finance management any significant changes to GAAP and/or related
  policies or standards.
  
  x
  
  x
  
  x
  
  x18
  
  The Committee will review
  with Finance management and the public accounting firm at the completion of
  the annual audit:
  a.  The Companys annual financial statements
  and related footnotes.
  b.  The public accounting firms audit of the
  financial statements and its report thereon.
  c.  Any significant changes required in the
  public accounting firms audit plan.
  d.  Any difficulties or disputes with
  management encountered during the course of the audit.
  e.  Other matters related to the conduct of
  the audit which are to be communicated to the Committee under generally
  accepted auditing standards.
  f.  Any deficiency in, or suggested
  improvement to, the procedures or practices employed by the Company as
  reported by the public accounting firm in its annual management letter.
  
  x
  
  
  
  
  
  
  
  x19
  
  The Committee will review
  with the management and the public accounting firm at least annually the
  Companys critical accounting policies, alternative treatments of financial
  information and other material written communications between the public
  accounting firm and management.
  
  x
  
  
  
  
  
  
  
  x20
  
  The Committee will review
  policies and procedures with respect to transactions between the Company and
  officers and directors, or affiliates of officers or directors, or
  transactions that are not a normal part of the Companys business.
  
  x
  
  
  
  
  
  
  
  x   7 
    21
  
  The Committee will
  consider and review with Finance management and the General Counsel:
  a.  Significant findings during the year and
  managements responses thereto.
  b.  Any difficulties encountered in the course
  of their reviews, including any restrictions on the scope of their work or
  access to required information.
  c.  Any changes required in planned scope of
  their review.
  
  
  
  
  
  
  
  
  
  x22
  
  The Chairman and a quorum
  of the Audit Committee will participate in an in-person or telephonic meeting
  among Finance management and the public accounting firm prior to earnings
  release.
  
  x
  
  x
  
  x
  
  x23
  
  The Committee will review
  the periodic reports of the Company with Finance management, the General
  Counsel and the public accounting firm prior to filing of the reports with
  the SEC.
  
  x
  
  x
  
  x
  
  x24
  
  In connection with each
  periodic report of the Company, the Committee will review:
  a.  Managements disclosure to the Committee
  under Section 302 of the Sarbanes-Oxley Act.
  b.  The contents of the Chief Executive
  Officer and the Chief Financial Officer certificates to be filed under
  Sections 302 and 906 of the Sarbanes-Oxley Act.
  
  x
  
  x
  
  x
  
  x
  
  x25
  
  The Committee will review
  filings (including interim reporting) with the SEC and other published
  documents containing the Companys financial statements and consider whether
  the information contained in these documents is consistent with the
  information contained in the financial statements before it is filed with the
  SEC or other regulators.
  
  x
  
  x
  
  x
  
  x
  
  x26
  
  The Committee will
  monitor the appropriate standards adopted as a code of conduct for the
  Company, and review with Finance management and the General Counsel the
  results of the review of the Companys activities to monitor compliance with
  such standards and its compliance policies.
  
  x
  
  
  
  
  
  
  
  x27
  
  The Committee will review
  legal and regulatory matters that may have a material impact on the financial
  statements, related Company compliance policies, and programs and reports
  received from regulators.
  
  
  
  
  
  
  
  
  
  x28
  
  The Committee will meet
  with the public accounting firm in executive session to discuss any matters
  that the Committee or the public accounting firm believe should be discussed
  privately with the Committee.
  
  x
  
  x
  
  x
  
  x29
  
  The Committee will meet
  with the General Counsel in executive sessions to discuss any matters that
  the Committee or the General Counsel believe should be discussed privately
  with the Audit Committee.
  
  
  
  
  
  
  
  
  
  x   8 
    30
  
  The Committee will meet
  with Finance management in executive sessions to discuss any matters that the
  Committee or Finance management believe should be discussed privately with
  the Audit Committee.
  
  
  
  
  
  
  
  
  
  x31
  
  The Committee will
  discuss with the public accounting firm the matters required to be discussed
  by Statement on Auditing Standards No. 61, as modified or supplemented.
  
  x
  
  x
  
  x
  
  x32
  
  The Committee shall
  preapprove all auditing services (including the provision of comfort letters)
  and non-audit services provided by the public accounting firm to the Company,
  other than as may be allowed by applicable law.
  
  
  
  
  
  
  
  
  
  x33
  
  The Committee will
  establish and review procedures for:
  (a) the receipt,
  retention and treatment of complaints received by the Company regarding
  accounting, internal accounting controls or auditing matters and
  (b) the confidential,
  anonymous submission by the Companys employees of concerns regarding
  questionable accounting or auditing matters.
  
  
  
  
  
  
  
  
  
  x*  A/N means "as needed."   9