Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)


Teledigital Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

98412Y101
(CUSIP Number)

Richard W. Perkins
730 East Lake Street, Wayzata, Minnesota 55391
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 30, 2004
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e),240.13d-1(f) or 240.13d-1(g), check the
following box. /_/

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.




CUSIP No.98412Y101

1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons(entities only).

Perkins Capital Management, Inc.
41-1501962

2.Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  /  /
(b)  /  /

3.SEC Use Only

4.Source of Funds (See Instructions)

OO

5.Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)

/_/

6.Citizenship or Place of Organization

730 East Lake Street, Wayzata, Minnesota  55391

Number of		7.Sole Voting Power
			448,981
Shares
Beneficially	8.Shared Voting Power
owned			0

by Each		9.Sole Dispositive Power
			2,500,396
Reporting
Person		10.Shared Dispositive Power With
			0

11.Aggregate Amount Beneficially Owned by Each Reporting Person:

2,500,396

12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)

13.Percent of Class Represented by Amount in Row (11)

16.3%

14.Type of Reporting Person (See Instructions)

IA



CUSIP No.98412Y101

1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons(entities only).

Richard W. Perkins
###-##-####

2.Check the Appropriate Box if a Member of a Group(See Instructions)

(c)  /  /
(d)  /  /

3.SEC Use Only

4.Source of Funds (See Instructions)
AF

5.Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)

/_/

6.Citizenship or Place of Organization

A US Citizen

Number of		7.Sole Voting Power
			687,125
Shares
			8.Shared Voting Power
Beneficially	0

Owned			9.Sole Dispositive Power
			1,249,641
by Each
			10.Shared Dispositive Power
Reporting		0

Person With:

11.Aggregate Amount Beneficially Owned by Each Reporting Person:

1,249,641

12.Check if the Aggregate Amount in Row(11) Excludes Certain Shares
(See Instructions)

13.Percent of Class Represented by Amount in Row (11)

8.1%

14.Type of Reporting Person (See Instructions)

IN


Item 1.  Security and Issuer:

Teledigital Inc. Common Equivalents
1325 East 79th Street, Suite 6, Bloomington, Minnesota 55425

Item 2.  Identity and Background:

(a)Name:

Perkins Capital Management, Inc. and Richard W. Perkins

(b)Residence or Business Address:

730 East Lake Street, Wayzata, Minnesota 55391

(c)Present Principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:

Perkins Capital Management, Inc. is a federally registered investment
adviser and Richard W. Perkins is the President of Perkins Capital
Management, Inc.

(d)Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violation or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case:

No named person has ever been convicted in any criminal proceeding

(e)Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws; and, if so,
identify and describe such proceedings and summarize the terms of such
judgment, decree or final order: and

No named person has been a party to any civil proceeding as a result of
which he was or is subject to a judgment, decree of final order enjoining
future violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with respect to
such laws.

(f)Citizenship:

Perkins Capital Management, Inc. is a Minnesota Corporation.
Richard W. Perkins is a US Citizen.

Item 3.Source and Amount of Funds or Other Consideration
N/A

Item 4.Purpose of Transaction

Change in number of shares outstanding
Item 5.Interest in Securities of the Issuer

The total number of shares held by clients of Perkins Capital
Management, Inc. is 2,500,396 which includes 2,017,368 common
Equivalents and 483,028 warrants exercisable within 60 days.

The total number of shares held by Richard W. Perkins is
1,249,641 which includes 687,125 common equivalents, 542,516
warrants exercisable within the next 60 days and 20,000 options
which are immediately exerciseable.

The total percent held is 24.4% which includes 16.3% held on behalf
of client accounts and 8.1% held in various accounts in which
Mr. Richard W. Perkins has beneficial ownership.

The total amount of voting power is 1,136,106 which includes 448,981
Shares,held in client accounts and 687,125 shares held in accounts
in which Mr. Richard W. Perkins has beneficial ownership.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

Richard W. Perkins is on the board of directors for Teledigital Inc.

Item 7.Material to Be Filed as Exhibits

None.

Joint Filing Agreement Pursuant to Rule 13d-1(f)(1)

This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "ACT") by and among the parties listed below, each
referred to herein as a "Joint  Filer".  The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the ACT and the rules
thereunder may be filed on each of their behalf on  schedule 13D or Schedule
13G as appropriate and that said joint filing may thereafter be amended by
further joint filings.The joint filers state that to the best of their knowledge
and belief they each satisfy the requirement for making a joint filing
under rule 13d-1.


















SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Date:May 6, 2004




Signature:Richard C. Perkins, VP/Portfolio Manager







Signature:Richard W. Perkins, President/Portfolio Manager

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be
filed with the statement provided, however, that power of attorney
for this purpose which is already on file with the Commission may
be incorporated by reference.  The name and any title of each person
who signs the statement shall be typed or printed beneath his signature.

Attention:Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)