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                       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

                      February 27, 2006 (February 24, 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.)

                         13114 Evening Creek Drive South
                           San Diego, California 92128
                    (Address of principal executive offices)
                                 (858) 679-1504
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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<PAGE>

Item 1.01.  Entry into a Material Definitive Agreement.

On February  24,  2006,  we entered  into a  Restricted  Common  Stock  Purchase
Agreement  with  twenty-seven  investors  pursuant  to which we issued  and sold
18,750,000 shares of our common stock at a purchase price of $0.08 per share. In
connection with such financing,  we also issued "A" Warrants to the investors to
purchase  4,687,500  shares of common stock with an exercise  price of $0.10 per
share,  that are  exercisable  until  February 28, 2009, and "B" Warrants to the
investors to purchase 4,687,500 shares of common stock with an exercise price of
$0.09 per share,  that are exercisable  until six months after the  registration
statement referred to below becomes effective. Pricing of the sale of the shares
of common stock was set at 85% of the average closing bid price for the ten days
prior to  February  22,  2006 with the "A" Warrant set at 120% of such price and
the "B"  Warrant set at 110% of such  price,  all prices  rounded to the nearest
whole cent.

Two of our officers  purchased an aggregate of 1,000,000  shares and were issued
250,000 "A" Warrants and 250,000 "B" Warrants on the same terms as  unaffiliated
investors.

We received  gross  proceeds  from this  financing of $1.5  million.  We paid no
placement  fees.  We expect to use the net proceeds of the financing for working
capital purposes.

We offered  and sold the  shares and  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 shares
and warrants  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
shares and 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.

In connection with this financing,  we agreed to use our best efforts to prepare
and file on or before  March 31,  2006 a  registration  statement  covering  the
resale of the shares of common stock sold in the financing as well as the shares
of  common  stock  issuable  upon the  exercise  of the  warrants.  There are no
penalties or liquidated  damages in connection  with our obligation to file such
registration statement or effectiveness thereof.

The "A"  Warrants  and "B"  Warrants  contain  provisions  that will  adjust the
exercise  price in the event we  effect  stock  splits,  or in the event we sell
shares of our common stock at a purchase price, or securities  convertible  into
shares of common stock, less than the exercise price of the applicable  warrant.
The warrants  also provide that after one year, if a  registration  statement is
not  effective  for the  resale of the  underlying  shares,  then the holder may
choose to exercise the warrant on a cashless  exercise  basis, as defined in the
warrant, resulting in an issuance of net shares with no cash payment.

This financing triggers  anti-dilution  provisions of certain of our outstanding
securities.  The exercise price on warrants  exercisable for 4,070,000 shares of
common stock adjusts from $0.50 per share to $0.08 per share, the exercise price
on warrants  exercisable for 2,112,500 shares of common stock adjusts from $0.19
per share to $0.08 per share,  the  conversion  price on  $1,500,000  of our 12%
subordinated  promissory  notes  adjusts from $0.19 per share to $0.08 per share
and the  conversion  price of the  stated  value and  accumulated  dividends  on
outstanding shares of Series D and Series EE convertible preferred stock adjusts
from $0.19 per common share to $0.08 per common  share.  We have 110,000  shares
(stated  value of $10 per  preferred  share) of Series D  convertible  preferred
stock and 4,330 shares  (stated value of $100 per preferred  share) of Series EE
convertible preferred stock outstanding.

A complete copy of the Form of Restricted Common Stock Purchase  Agreement,  the
Form of "A"  Warrant,  the  Form of "B"  Warrant,  and the  related  shareholder
release of the Company  describing the private  placement  financing,  are filed
herewith  as  Exhibits  10.1,  10.2,  10.3,  and  99.1,  respectively,  and  are
incorporated  herein by  reference  [except that we do not intend for any person
other  than the  purchasers  to rely  upon the  representations  and  warranties
contained in the Restricted Common Stock Purchase Agreement]. The summary of the
transaction  set forth above does not purport to be complete and is qualified in
its entirety by reference to such exhibits.

This Current  Report on Form 8-K is neither an offer to sell nor a  solicitation
of an offer to buy any of these securities.  This portion of the report is being
filed pursuant to and in accordance with Rule 135c under the Securities Act.


<PAGE>

Item 3.02. Unregistered Sales of Equity Securities

On February 24, 2006, we issued and sold 18,750,000  shares of our common stock,
and warrants to purchase an additional  9,375,000 shares of our common stock, to
selected accredited  investors.  For further information about the terms of this
financing, please see the disclosure under Item 1.01 above.

Item 3.03 Material Modification of Rights of Security Holders.

The  financing  on February 24, 2006  modified  the  exercise  prices of certain
outstanding warrants exercisable into common stock and modified the common stock
conversion  price  of  certain  outstanding   promissory  notes  and  shares  of
convertible  preferred stock. For further  information about the modification of
the exercise and conversion  prices of these  outstanding  securities  resulting
from the financing, please see the disclosure under Item 1.01 above.

Item 9.01. Financial Statements and Exhibits

      (c)   Exhibits

      10.1  Form of Restricted Common Stock Purchase  Agreement,  dated
            February 24, 2006
      10.2  Form of "A" Warrant, issued February 24, 2006
      10.3  Form of "B" Warrant, issued February 24, 2006
      99.1  Shareholder release, issued February 27, 2006

                                      -2-
<PAGE>

                                   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 hereunto duly authorized.

                                          e.DIGITAL CORPORATION

Date:  February 27, 2006               By: /s/ ROBERT PUTNAM
                                           ------------------
                                           Robert Putnam, Senior Vice President
                                           and Secretary
                                           (Principal Financial 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": "06644995"}, "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

                      February 27, 2006 (February 24, 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.)

                         13114 Evening Creek Drive South
                           San Diego, California 92128
                    (Address of principal executive offices)
                                 (858) 679-1504
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
Item 1.01.  Entry into a Material Definitive Agreement.

On February  24,  2006,  we entered  into a  Restricted  Common  Stock  Purchase
Agreement  with  twenty-seven  investors  pursuant  to which we issued  and sold
18,750,000 shares of our common stock at a purchase price of $0.08 per share. In
connection with such financing,  we also issued "A" Warrants to the investors to
purchase  4,687,500  shares of common stock with an exercise  price of $0.10 per
share,  that are  exercisable  until  February 28, 2009, and "B" Warrants to the
investors to purchase 4,687,500 shares of common stock with an exercise price of
$0.09 per share,  that are exercisable  until six months after the  registration
statement referred to below becomes effective. Pricing of the sale of the shares
of common stock was set at 85% of the average closing bid price for the ten days
prior to  February  22,  2006 with the "A" Warrant set at 120% of such price and
the "B"  Warrant set at 110% of such  price,  all prices  rounded to the nearest
whole cent.

Two of our officers  purchased an aggregate of 1,000,000  shares and were issued
250,000 "A" Warrants and 250,000 "B" Warrants on the same terms as  unaffiliated
investors.

We received  gross  proceeds  from this  financing of $1.5  million.  We paid no
placement  fees.  We expect to use the net proceeds of the financing for working
capital purposes.

We offered  and sold the  shares and  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 shares
and warrants  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
shares and 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.

In connection with this financing,  we agreed to use our best efforts to prepare
and file on or before  March 31,  2006 a  registration  statement  covering  the
resale of the shares of common stock sold in the financing as well as the shares
of  common  stock  issuable  upon the  exercise  of the  warrants.  There are no
penalties or liquidated  damages in connection  with our obligation to file such
registration statement or effectiveness thereof.

The "A"  Warrants  and "B"  Warrants  contain  provisions  that will  adjust the
exercise  price in the event we  effect  stock  splits,  or in the event we sell
shares of our common stock at a purchase price, or securities  convertible  into
shares of common stock, less than the exercise price of the applicable  warrant.
The warrants  also provide that after one year, if a  registration  statement is
not  effective  for the  resale of the  underlying  shares,  then the holder may
choose to exercise the warrant on a cashless  exercise  basis, as defined in the
warrant, resulting in an issuance of net shares with no cash payment.

This financing triggers  anti-dilution  provisions of certain of our outstanding
securities.  The exercise price on warrants  exercisable for 4,070,000 shares of
common stock adjusts from $0.50 per share to $0.08 per share, the exercise price
on warrants  exercisable for 2,112,500 shares of common stock adjusts from $0.19
per share to $0.08 per share,  the  conversion  price on  $1,500,000  of our 12%
subordinated  promissory  notes  adjusts from $0.19 per share to $0.08 per share
and the  conversion  price of the  stated  value and  accumulated  dividends  on
outstanding shares of Series D and Series EE convertible preferred stock adjusts
from $0.19 per common share to $0.08 per common  share.  We have 110,000  shares
(stated  value of $10 per  preferred  share) of Series D  convertible  preferred
stock and 4,330 shares  (stated value of $100 per preferred  share) of Series EE
convertible preferred stock outstanding.

A complete copy of the Form of Restricted Common Stock Purchase  Agreement,  the
Form of "A"  Warrant,  the  Form of "B"  Warrant,  and the  related  shareholder
release of the Company  describing the private  placement  financing,  are filed
herewith  as  Exhibits  10.1,  10.2,  10.3,  and  99.1,  respectively,  and  are
incorporated  herein by  reference  [except that we do not intend for any person
other  than the  purchasers  to rely  upon the  representations  and  warranties
contained in the Restricted Common Stock Purchase Agreement]. The summary of the
transaction  set forth above does not purport to be complete and is qualified in
its entirety by reference to such exhibits.

This Current  Report on Form 8-K is neither an offer to sell nor a  solicitation
of an offer to buy any of these securities.  This portion of the report is being
filed pursuant to and in accordance with Rule 135c under the Securities Act.
Item 3.02. Unregistered Sales of Equity Securities

On February 24, 2006, we issued and sold 18,750,000  shares of our common stock,
and warrants to purchase an additional  9,375,000 shares of our common stock, to
selected accredited  investors.  For further information about the terms of this
financing, please see the disclosure under Item 1.01 above.

Item 3.03 Material Modification of Rights of Security Holders.

The  financing  on February 24, 2006  modified  the  exercise  prices of certain
outstanding warrants exercisable into common stock and modified the common stock
conversion  price  of  certain  outstanding   promissory  notes  and  shares  of
convertible  preferred stock. For further  information about the modification of
the exercise and conversion  prices of these  outstanding  securities  resulting
from the financing, please see the disclosure under Item 1.01 above.

Item 9.01. Financial Statements and Exhibits

      (c)   Exhibits

      10.1  Form of Restricted Common Stock Purchase  Agreement,  dated
            February 24, 2006
      10.2  Form of "A" Warrant, issued February 24, 2006
      10.3  Form of "B" Warrant, issued February 24, 2006
      99.1  Shareholder release, issued February 27, 2006

                                      -2-
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 hereunto duly authorized.

                                          e.DIGITAL CORPORATION

Date:  February 27, 2006               By: /s/ ROBERT PUTNAM
                                           ------------------
                                           Robert Putnam, Senior Vice President
                                           and Secretary
                                           (Principal Financial Officer and duly
                                           authorized to sign on behalf of
                                           the Registrant)