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): January 31, 2005

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

                             Digital Recorders, Inc.
             (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


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


ITEM 8.01 Other Events

On January 31, 2005, the Company announced in a press release that Gerald
(Jerry) Sheehan, President and General Manager of its TwinVision na, Inc.
business unit in Research Triangle Park, N.C., resigned from his position within
the Company to join Transit Marketing Group, Inc. (TMG) in a sales and marketing
position. TMG, a manufacturers' representative organization based in Boulder,
Colo., has been responsible for sales of the Company's TwinVision(R) products in
the Western part of the United States since 1997. The Company plans to appoint
Mr. Sheehan's successor at a later date.

ITEM 7.01. Regulation FD Disclosure

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.

ITEM 9.01. Financial Statements and Exhibits

(a)  Exhibits.
     99.1 Press release dated January 31, 2005.



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: January 31, 2005                               By: /s/ DAVID N. PILOTTE
                                                        ------------------------
                                                         David N. Pilotte
                                                         Chief Financial Officer




INDEX TO EXHIBITS

EXHIBIT
NUMBER   DESCRIPTION
- ------   -----------

99.1     Press release dated January 31, 2005.