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): July 21, 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    (Commission File Number)       (IRS Employer
      of 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 July 21, 2004, Digital Recorders, Inc. (the "Company") announced in a
press release the Company's preliminary earnings results for second quarter 2004
and its long-term outlook.

     A copy of the Company's press release is attached hereto as Exhibit 99.1.
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: July 21, 2004         By: /s/ DAVID L. TURNEY
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                                David L. Turney
                                Chairman, Chief Executive Officer, and President