================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                September 6, 2006
                Date of Report (Date of earliest event reported)
                              E.DIGITAL CORPORATION
               (Exact name of registrant as specified in charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                     0-20734
                            (Commission File Number)

                                   33-0591385
                        (IRS Employer Identification No.)

                            16770 West Bernardo Drive
                           San Diego, California 92127
                    (Address of principal executive offices)

                                 (858) 304-3016
              (Registrant's telephone number, including area code)

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

e. Digital Corporation (the "Company") has entered into certain warrant
agreements as more fully described in Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the Company's report on Form 8-K dated August 28, 2006.
Since that date, the Company has received an additional $196,187 of cash
proceeds from holders who exercised the following outstanding warrants:

<TABLE>
<CAPTION>
------------------ --------------------------------------- --------------------- -------------- -----------------
                                                                                   Exercise
    Number of                                                   Number of            Price
     Holders                    Description                   Common Shares        Per Share        Proceeds
------------------ --------------------------------------- --------------------- -------------- -----------------
<S>     <C>                                       <C>                   <C>              <C>             <C>
        5          "A" Warrants expiring February 28,                   906,250          $0.10           $90,625
                   2009
------------------ --------------------------------------- --------------------- -------------- -----------------
        5          "B" Warrants expiring February 4, 2007               906,250          $0.09           $81,562
------------------ --------------------------------------- --------------------- -------------- -----------------
        4          Warrants expiring June 30, 2007                      300,000          $0.08           $24,000
------------------ --------------------------------------- --------------------- -------------- -----------------
</TABLE>

The 2,112,500 shares of common stock issued by the Company upon exercise of the
above warrants was registered on registration statement #333-136096.

As an inducement for early warrant exercise the Company offered to holders of
outstanding "A" and "B" Warrants a new warrant exercisable for 25% of the shares
issued exercisable at $.15 per share through August 31, 2009 ("New Warrant").
There was no modification to the terms or conditions of the outstanding warrant
agreements.

In connection with the above warrant exercises, the Company has issued New
Warrants on an aggregate of 453,126 shares of common stock. A complete copy of
the form of the New Warrant was filed as Exhibit 4.53 to the Company's Form 8-K
dated August 28, 2006 and is incorporated herein by reference.

The foregoing exercise and issuance transactions include the exercise by one
officer of the Company of 93,750 "A" and 93,750 "B" Warrants owned for aggregate
cash proceeds of $17,812.50. In connection therewith, such officer was granted
New Warrants on an aggregate of 46,875 shares of common stock on the same terms
and percentages as unaffiliated holders.

We paid no placement fees. We expect to use the cash proceeds from warrant
exercise for working capital purposes.
<PAGE>

We offered and sold the New Warrants without registration under the Securities
Act of 1933 to a limited number of accredited investors in reliance upon the
exemption provided by Rule 506 of Regulation D thereunder. The warrants and any
shares issuable upon exercise may not be offered or sold in the United States in
the absence of an effective registration statement or exemption from the
registration requirements under the Securities Act. An appropriate legend was
placed on the warrants issued, and will be placed on the shares issuable upon
exercise of the warrants, unless registered under the Securities Act prior to
issuance.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

4.53*         Form of New Warrant Exercisable at $0.15 per share through
              August 31, 2009.

* Filed as Exhibit 4.53 to the Company's Form 8-K dated August 28, 2006.



                                   SIGNATURES

Pursuant to the requirements 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.



                            e.DIGITAL CORPORATION

Date: September 6, 2006     By: /s/ ROBERT PUTNAM
                            ----------------------------
                            Robert Putnam, Senior Vice President, Interim
                            Financial Officer and Secretary
                            (Principal Financial and Accounting Officer and duly
                            authorized to sign on behalf of the Registrant)
{"company-data": {"conformed-name": "E DIGITAL CORP", "cik": "0000886328", "assigned-sic": "3674", "irs-number": "330591385", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20734", "film-number": "061076844"}, "business-address": {"street1": "13114 EVENING CREEK DR S", "city": "SAN DIEGO", "state": "CA", "zip": "92128", "phone": "6196791504"}, "mail-address": {"street1": "13114 EVENING CREEK DR S", "city": "SAN DIEGO", "state": "CA", "zip": "92128"}, "former-company": {"former-conformed-name": "NORRIS COMMUNICATIONS CORP", "date-changed": "19940711"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                September 6, 2006
                Date of Report (Date of earliest event reported)
                              E.DIGITAL CORPORATION
               (Exact name of registrant as specified in charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                                     0-20734
                            (Commission File Number)

                                   33-0591385
                        (IRS Employer Identification No.)

                            16770 West Bernardo Drive
                           San Diego, California 92127
                    (Address of principal executive offices)

                                 (858) 304-3016
              (Registrant's telephone number, including area code)
Item 1.01 Entry into a Material Definitive Agreement.

e. Digital Corporation (the "Company") has entered into certain warrant
agreements as more fully described in Item 3.02.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the Company's report on Form 8-K dated August 28, 2006.
Since that date, the Company has received an additional $196,187 of cash
proceeds from holders who exercised the following outstanding warrants:
------------------ --------------------------------------- --------------------- -------------- -----------------
                                                                                   Exercise
    Number of                                                   Number of            Price
     Holders                    Description                   Common Shares        Per Share        Proceeds
------------------ --------------------------------------- --------------------- -------------- -----------------
5          "A" Warrants expiring February 28,                   906,250          $0.10           $90,625
                   2009
------------------ --------------------------------------- --------------------- -------------- -----------------
        5          "B" Warrants expiring February 4, 2007               906,250          $0.09           $81,562
------------------ --------------------------------------- --------------------- -------------- -----------------
        4          Warrants expiring June 30, 2007                      300,000          $0.08           $24,000
------------------ --------------------------------------- --------------------- -------------- -----------------
The 2,112,500 shares of common stock issued by the Company upon exercise of the
above warrants was registered on registration statement #333-136096.

As an inducement for early warrant exercise the Company offered to holders of
outstanding "A" and "B" Warrants a new warrant exercisable for 25% of the shares
issued exercisable at $.15 per share through August 31, 2009 ("New Warrant").
There was no modification to the terms or conditions of the outstanding warrant
agreements.

In connection with the above warrant exercises, the Company has issued New
Warrants on an aggregate of 453,126 shares of common stock. A complete copy of
the form of the New Warrant was filed as Exhibit 4.53 to the Company's Form 8-K
dated August 28, 2006 and is incorporated herein by reference.

The foregoing exercise and issuance transactions include the exercise by one
officer of the Company of 93,750 "A" and 93,750 "B" Warrants owned for aggregate
cash proceeds of $17,812.50. In connection therewith, such officer was granted
New Warrants on an aggregate of 46,875 shares of common stock on the same terms
and percentages as unaffiliated holders.

We paid no placement fees. We expect to use the cash proceeds from warrant
exercise for working capital purposes.
We offered and sold the New Warrants without registration under the Securities
Act of 1933 to a limited number of accredited investors in reliance upon the
exemption provided by Rule 506 of Regulation D thereunder. The warrants and any
shares issuable upon exercise may not be offered or sold in the United States in
the absence of an effective registration statement or exemption from the
registration requirements under the Securities Act. An appropriate legend was
placed on the warrants issued, and will be placed on the shares issuable upon
exercise of the warrants, unless registered under the Securities Act prior to
issuance.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

4.53*         Form of New Warrant Exercisable at $0.15 per share through
              August 31, 2009.

* Filed as Exhibit 4.53 to the Company's Form 8-K dated August 28, 2006.

                                   SIGNATURES

Pursuant to the requirements 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.

                            e.DIGITAL CORPORATION

Date: September 6, 2006     By: /s/ ROBERT PUTNAM
                            ----------------------------
                            Robert Putnam, Senior Vice President, Interim
                            Financial Officer and Secretary
                            (Principal Financial and Accounting Officer and duly
                            authorized to sign on behalf of the Registrant)