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): August 15, 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 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 August 15, 2005, Digital Recorders,  Inc. (the "Company") announced in a
press  release the  Company's  results for second  quarter  2005, as well as its
outlook for the next 18 months to 24 months.

     The Company also  announced in the press release that it had filed its Form
10-Q for the quarter ended June 30, 2005.

     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 7.01.   Regulation FD

     On August 15, 2005, Digital Recorders,  Inc. (the "Company") announced in a
press  release the  Company's  results for second  quarter  2005, as well as its
outlook for the next 18 months to 24 months.

     The Company also  announced in the press release that it had filed its Form
10-Q for the quarter ended June 30, 2005.

     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 August 15, 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: August 15, 2005                          By: /s/ DAVID N. PILOTTE
                                                   -----------------------------
                                                   David N. Pilotte
                                                   Chief Financial Officer





INDEX TO EXHIBITS

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

  99.1     Press release dated August 15, 2005.