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): April 1, 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 Principle 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 2.02. Results of Operations and Financial Condition


     On April 1, 2005, Digital Recorders, Inc. (the "Company") announced in a
press release the Company's results for fourth quarter and fiscal year 2004, as
well as its outlook for first quarter 2005 and beyond.

     The Company also announced in the press release that it had filed its Form
10-K for the year ended December 31, 2004.

     The Company further announced in the press release that its Annual Meeting
of Shareholders will take place on Friday, June 3, 2005, in Durham, N.C.
Shareholders of record at the close of business on Friday, April 15, 2005, are
entitled to receive notice of, and to vote at, the Annual Meeting and any
adjournment thereof. Final meeting details will be announced later.

     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.

ITEM 9.01. Financial Statements and Exhibits

(c)  Exhibits.
     99.1 Press release dated April 1, 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: April 1, 2005                                  By: /s/ DAVID N. PILOTTE
                                                         -----------------------
                                                         David N. Pilotte
                                                         Chief Financial Officer




INDEX TO EXHIBITS

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

 99.1    Press release dated April 1, 2005.