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 2, 2006

                               I.D. SYSTEMS, INC.
               (Exact Name of Registrant as Specified in Charter)

            Delaware               001-15087                22-3270799
            --------               ---------                ----------
         (State Or Other          (Commission              (IRS Employer
         Jurisdiction Of           File Number)         Identification No.)
          Incorporation)

              One University Plaza, Hackensack, NJ            07601
              -----------------------------------------------------
             (Address of Principal Executive Offices)    (Zip Code)

        Registrant's telephone number, including area code (201) 996-9000

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 (see General Instruction A.2. below):

[ ]  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))


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ITEM 8.01.  OTHER EVENTS.


         I.D. Systems, Inc. (the "Company") has entered into an agreement in the
ordinary  course of  business  with  Wal-Mart  Stores,  Inc.  ("Wal-Mart")  that
describes the terms and  conditions  under which the Company will  provide,  and
Wal-Mart will license  and/or  purchase,  software,  hardware and support and/or
professional  services  associated  with the Company's  Wireless Asset Net fleet
management system for industrial vehicles.  The agreement defines detailed terms
and conditions for system purchase,  specifications and acceptance, shipping and
delivery, prices and payment, licenses, warranty, support and service, and other
considerations,  including pricing for both  multi-facility and  enterprise-wide
system  deployments.  The  agreement  has an  initial  term  of five  years  and
subsequent automatic 12-month renewal periods. Under the terms of the agreement,
the Company shall deliver  products and services upon receipt of purchase orders
from Wal-Mart.



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                                    SIGNATURE

         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.



                                         I.D. SYSTEMS, INC.


                                         By: /s/ Ned Mavrommatis
                                            ----------------------
                                            Name:  Ned Mavrommatis
                                            Title: Chief Financial Officer


Date:  August 2, 2006


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