Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of e.Digital Corporation, a Delaware corporation (the “Company”), will be held at the offices of the Company, located at 13114 Evening Creek Drive South, San Diego, California 92128, on August 4, 2005, beginning at 2:00 p.m. local time. The Annual Meeting will be held for the following purposes:

1. To elect directors of the Company to serve as directors until the annual meeting of stockholders to be held in 2006, and until such directors’ successor has been duly elected and qualified or until such directors have otherwise ceased to serve as directors.

2. To approve an amendment to the Company`s Certificate of Incorporation to increase the number of shares of common stock, $.001 par value, that the Company is authorized to issue from 200,000,000 to 300,000,000.

3. To approve the 2005 Equity-Based Compensation Plan.

4. To ratify the appointment of Singer Lewak Greenbaum & Goldstein, LLP as independent accountants for the Company for the fiscal year ending March 31, 2006.

5. To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.