SecProbe.io

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							December 30, 2004

Mail Stop 03-06

Atul Anandpura
Chief Executive Officer
E.Digital Corporation
13114 Evening Creek Drive South
San Diego, California 92128

	Re:	E.Digital Corporation
		Registration Statement on Form S-3
		Filed December 22, 2004
		File No. 333-121546

Dear Mr. Anandpura:

	This is to advise you that we have reviewed the above-
captioned
registration statement only for those portions that relate to form
eligibility and have the following comment.

	It appears that the registrant does not meet the requirements
for registration of securities for resale under Instruction I.B.3
of
Form S-3.  Note that the Over-the-Counter Bulletin Board does not
qualify as a national securities exchange or automated quotation
system.  See July 1997 Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations H.54.  Please revise
your filing accordingly.

	No further review of the registration statement has been or
will
be made.  We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings to be certain that
they
have provided all information investors require for an informed
decision.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement it should furnish a letter, at the time of such request,
acknowledging that:

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request after all comments are resolved and,
pursuant
to delegated authority, grant acceleration of the effective date.

	If you have any questions, please call Eduardo Aleman at
(202)
824-5661.

								Sincerely,

								Russell Mancuso
								Branch Chief

cc:  Curt C. Barwick, Esq.

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Atul Anandpura
December 30, 2004
Page 1 of 2

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