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Washington, D.C. 20549


Under the Securities Exchange Act of 1934

(Amendment No.      )*

Digital Think

(Name of Issuer)

Common Stock

(Title of Class of Securities)



253 88M 10 0



(CUSIP Number)

14 February 2001

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    / /      Rule 13d-1(b)

    / /      Rule 13d-1(c)

    /x/      Rule 13d-1(d)

    *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (3-98)

CUSIP No.      253 88M 10 0    


1.   Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).



Adobe Systems Incorporated





2.   Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  / /        
    (b)  / /        

3.   SEC Use Only








4.   Citizenship or Place of Organization








Number of Shares   5.   Sole Voting Power
Owned by       2,107,140
Reporting   6.   Shared Voting Power
Person With:        
        7.   Sole Dispositive Power







        8.   Shared Dispositive Power








9.   Aggregate Amount Beneficially Owned by Each Reporting Person








10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)








11.   Percent of Class Represented by Amount in Row (9)








12.   Type of Reporting Person (See Instructions)








Item 1.

Item 2.

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:








/ /


Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).



/ /


Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).



/ /


Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).



/ /


Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).



/ /


An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);



/ /


An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);



/ /


A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);



/ /


A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);



/ /


A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);



/ /


Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

    Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  / /.

    Instruction:  Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

    If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

    If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Item 8. Identification and Classification of Members of the Group

    If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9. Notice of Dissolution of Group

    Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Item 10. Certification

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set in this statement is true, complete and correct.




14 February 2001






Colleen M. Pouliot, Senior V.P., General Counsel & Secretary

    original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

    NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

    Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)