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 29, 2005

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

                             Digital Recorders, Inc.
             (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


     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 29, 2005, Digital Recorders, Inc. (the "Company") announced in a
press release the Company's preliminary sales for first quarter 2005.

     The Company also announced in the press release that it plans to file its
Form 10-Q for first quarter 2005 on or about May 16, 2005.

     The Company also announced in the press release that its Annual Meeting of
Shareholders will be held Friday, June 3, 2005, at 10 a.m. (Eastern) at the
Radisson Hotel Research Triangle Park located at Interstate 40 at Davis Drive
(Exit 280) in Research Triangle Park, 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.


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

(c)      Exhibits.
         99.1     Press release dated April 29, 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 29, 2005             By:    /s/ DAVID N. PILOTTE
                                        ----------------------------------------
                                        David N. Pilotte
                                        Chief Financial Officer


INDEX TO EXHIBITS

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

  99.1   Press release dated April 29, 2005.