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 *

PUTNAM ROBERT 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

__ X __ Officer (give title below) _____ Other (specify below)

Sr. Vice President, Secretary

(Last) (First) (Middle)

EDIGITAL CORP, 13114 EVENING CREEK DR S 3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2006

(Street)

SAN DIEGO, CA 92128

(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

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

12% Convertible Subordinated Note (1) $.19 (1) 2/15/2006 A 2/15/2006 12/31/2006 Common Stock 263158 (1) $0 $50000.00 D

Explanation of Responses:

( 1) 12% Subordinated Promissory Note purchased from the Company for cash of $50,000. Note is convertible at $0.19 per share, subject to antidilution adjustment.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

PUTNAM ROBERT

EDIGITAL CORP

13114 EVENING CREEK DR S

SAN DIEGO, CA 92128 X

Sr. Vice President, Secretary

Signatures

/s/ ROBERT PUTNAM 2/17/2006

** 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 4(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.