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Message: Prospectus Supplement Filed July 14, 2008

You beat me by 10 seconds on posting that quickdraw...lol.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-140296
PROSPECTUS SUPPLEMENT NO. 1
TO
PROSPECTUS DATED NOVEMBER 14, 2007

(Registration No. 333-140296)

E.DIGITAL CORPORATION
This Prospectus Supplement relates to the public offering of up to 22,866,666 shares of e.Digital Corporation common stock which may be offered and sold from time to time by Fusion Capital Fund II, LLC (“Fusion Capital”). Fusion Capital is sometimes referred to in the Prospectus dated November 14, 2007 (the “Prospectus”) as the selling stockholder. This Prospectus, which is a part of a larger Registration Statement filed with the Securities and Exchange Commission (Registration No. 333-140296) on January 30, 2007, was previously amended pursuant to Post-Effective Amendment No. 1 dated November 14, 2007. Fusion Capital may sell its shares at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. We will not receive any of the proceeds from the sale of our shares by Fusion Capital.

The Prospectus is hereby amended by the information contained in the following filing which is hereby attached:

·
Annual Report on Form 10-K dated June 17, 2008
·
Preliminary Proxy Statement dated July 9, 2008
·
Current Report on Form 8-K dated July 1, 2008

If the information in the attached report is inconsistent with any information contained in the Prospectus or in the reports, proxy statements or other documents previously filed with the Securities and Exchange Commission (collectively, the “SEC Reports”) incorporated by reference in the Prospectus or delivered in connection therewith, the Prospectus and/or any SEC Report, as applicable, shall be deemed superseded by this Supplement. In all other ways, the Prospectus shall remain unchanged.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus.

This Prospectus Supplement is dated July 14, 2008.
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