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- Statement of Changes in Beneficial Ownership (4)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

See Instruction 1(b).




 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940






1. Name and Address of Reporting Person *

Polis Eric M 		2. Issuer Name and Ticker or Trading Symbol

E DIGITAL CORP [ EDIG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)

980 AMERICAN PACIFIC DRIVE, SUITE 111 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/6/2009
(Street)

HENDERSON, NV 89014 (City) (State) (Zip) 		4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2307421 I by Family Trust
Common Stock 1042696 I by Polis Family LLC (1)
Common Stock 2/6/2009 A 28517 (2) A $0.1052 138580 I by ASI Technology Corp (1)
Common Stock 107922 I By ASI Capital Corporation (1)
Common Stock 40000 I As custodian for child (3)
Common Stock 25000 I By personal IRA
Common Stock 133000 I By Polis Charitable Foundation (1)

Table II - Derivative Securities Beneficially Owned ( e.g.



, puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares


Explanation of Responses:
(

1)



 The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.





(

2)



 Restricted shares issued by the Company for $3,000 finance fee.





(

3)



 Shares held as custodian for minor child. The reporting person disclaims beneficial interest in these shares.





Remarks:
Reporting person concluded transaction not Form 5 eligible.





Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Polis Eric M
980 AMERICAN PACIFIC DRIVE
SUITE 111
HENDERSON, NV 89014 		X




Signatures
/s/ ERIC M POLIS 5/18/2009
** Signature of Reporting Person
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