UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of Earliest Event Reported): May 5, 2004

                                -----------------

                             Digital Recorders, Inc.

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             (Exact Name of Registrant as Specified in Its Charter)


         North Carolina                     1-13408                  56-1362926
 (State or Other Jurisdiction of      (Commission File Number)   (IRS Employer
         Incorporation)                                      Identification No.)

                5949 Sherry Lane, Suite 1050, Dallas, Texas 75225
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, Including Area Code (214) 378-8992









Item 12. Results of Operations and Financial Condition

         On May 5, 2004, Digital Recorders, Inc. (the "Company") reiterated in a
press release the Company's preliminary results for its first quarter 2004,
which ended March 31, 2004. A copy of the Company's press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. This Form 8-K
and the attached exhibit are furnished to, but not filed with, the Securities
and Exchange Commission.







Signature(s)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          DIGITAL RECORDERS, INC.

Date: May 5, 2004         By:    /s/ DAVID L. TURNEY
                                 -----------------------------------------------
                                 David L. Turney
                                 Chairman, Chief Executive Officer and President