Amended Statement of Ownership (SC 13G/A)

CUSIP NO. 26841Y103 13G PAGE 2 OF 7 PAGES

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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

JERRY E. POLIS ------------------------------------... 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

UNITED STATES ------------------------------------... 5 SOLE VOTING POWER NUMBER OF 5,944,277 (1) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 18,164,931 (2) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 5,944,277 (1)

8 SHARED DISPOSITIVE POWER 18,164,931 (2) ------------------------------------... 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,109,208 SHARES OF COMMON STOCK ------------------------------------... 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ------------------------------------... 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% (3) ------------------------------------... 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ====================================...

(1) Includes (i) 3,959,735 shares of common stock held by Davric Corporation ("Davric") of which Mr. Polis is President and Director, warrants exercisable by Davric for 78,125 shares of common stock, debt held by Davric convertible into 1,760,692 shares of common stock, (ii) warrants exercisable for 78,125 shares of common stock held by JEP Leasing LLC over which Mr. Polis exercises control and (iii) 67,600 shares of common stock held by a personal IRA.

(2) Includes (i) 16,515,000 shares of common stock held by the Jerry E. Polis Family Trust ("Family Trust") of which Mr. Polis is Trustee and warrants exercisable by the Family Trust for 156,250 shares of common stock, (ii) 1,042,696 shares of common stock held by the Polis Family LLC of which Mr. Polis is a managing member, (iii) 133,000 shares of common stock held by The Polis Charitable Foundation of which Mr. Polis is President, (iv) 100,000 shares of common stock held by the Polis Museum of Fine Art of which Mr. Polis is trustee, (v) 107,922 shares of common stock held by ASI Capital Corporation of which Mr.

Polis is President and (vi) 110,063 shares of common stock held by ASI Technology Corporation of which Mr. Polis is President. Mr. Polis disclaims beneficial ownership of the shares held by the Polis Charitable Foundation and the Polis Museum of Fine Art and to the shares held by the Polis Family LLC, ASI Capital Corporation and ASI Technology Corporation except to the extent of his respective pecuniary interest.

(3) Percentage computed based on shares reported on e.Digital's latest reports on Form 10-Q and Form 8-K.

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.

SIGNATURE

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

Dated: January 21, 2009

/s/ JERRY E. POLIS Jerry E. Polis

/s/ CHARLOTTE O. POLIS Charlotte O. Polis

JERRY E. POLIS FAMILY TRUST

By: /s/ JERRY E. POLIS Jerry E. Polis, Trustee

By: /s/ CHARLOTTE O. POLIS Charlotte O. Polis, Trustee

The undersigned parties hereby agree that the Schedule 13G filed herewith (and any amendments thereto) relating to the Common Stock of e.Digital Corporation is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Act of 1934, as amended.

The undersigned acknowledge their respective responsibilities as set forth in Rule 13d-1(k)(1) promulgated under the Exchange Act.

(EDIG)