Item 2.02. Results of Operations and Financial Condition

On May 7, 2009, DG FastChannel, Inc. announced its financial results for the first quarter ended March 31, 2009 and held a conference call to discuss the results. A transcript of the call is furnished as Exhibit 99.1 to this Current Report of Form 8-K.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) that is being furnished pursuant to Item 2.02 of Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Transcript of earning conference call on May 7, 2009.

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