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I think some of you are not understanding this form that was filed correctly. It is called "INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES".

Because he was just named President and CEO this is a required filing to show exactly how many and in what way he owns shares or options.

This filing shows that he has a direct beneficial ownership of 993,300 shares. He has an indirect beneficial ownership in 550 shares that are oned by his son.

In addition, on 3/30/2006 he was granted an option to buy 750,000 shares at $ .145 which expires 3/30/2010 and on 7/1/2004 he was granted an option to buy 400,000 shares at a price of $ .23. None have been exercised so far.

This document says nothing about, nor has anything to do with where the company might feel the share price will be in July.

In fact, at the time the options were given, the hope would have been that the share price would have been much, much higher than it currently is. That is afterall, the purpose of stock options, to reward the owner of the options at a discount in the future for performance today.

Jay

FORM 3

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




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OMB Number: 3235-0104
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hours per response... 0.5

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(h) of the Investment Company Act of 1940


1. Name and Address of Reporting Person *

FALK ALFRED

2. Date of Event Requiring Statement (MM/DD/YYYY) 1/20/2009
3. Issuer Name and Ticker or Trading Symbol

E DIGITAL CORP [EDIG]

(Last) (First) (Middle)

16770 WEST BERNARDO DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
President and CEO /

(Street)

SAN DIEGO, CA 92127



(City) (State) (Zip) 		5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 993300 D
Common Stock 550 I by son (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy 3/30/2006 3/30/2010 Common Stock 750000 $0.145 D
Option to Buy 7/1/2004 7/1/2009 Common Stock 400000 $0.23 D

Explanation of Responses:
( 1) The reporting person disclaims beneficial ownership in these shares.

Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FALK ALFRED
16770 WEST BERNARDO DRIVE
SAN DIEGO, CA 92127 		X
President and CEO

Signatures
/s/ ALFRED FALK 1/21/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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