Mail Room 4561
								March 31, 2006
Mark E. Ties
Chief Financial Officer
XATA Corporation
151 East Cliff Road, Suite 10
Burnsville, Minnesota 55337

	Re:   	Xata Corporation
		Registration Statement on Form S-3
		Filed on March 7, 2006
		File No. 333-132246

		Form 10-KSB for the fiscal year ended September 30,
2005,
as amended
		Form 10-QSB for the period ended December 31, 2005
		File No. 0-27166

Dear Mr. Ties:

      We have limited our review of the above-referenced Form S-3
registration statement of Xata Corporation and periodic reports to
the disclosure items identified below and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Selling Stockholders, page 3
1. Please provide all of the information required by Item 507 of
Regulation S-B.  Specifically, disclose how the selling
shareholders
received their shares and describe any material relationship you
have
had with any of the selling shareholders within the past three
years.
2. Identify the natural person or persons who have voting and/or
investment control over each of the Trident Capital entities
listed
as selling shareholders.  See interpretation 4S of the Regulation
S-K
portion of the March 1999 supplement to the publicly available
telephone interpretation manual, as well as interpretation I.60 of
the July 1997 version of the telephone interpretation manual.
This
information can be disclosed in footnotes to the selling
shareholder
table.
3. Please confirm whether any of the selling shareholder entities
are
affiliates of a registered broker-dealer. If so, disclose and
state
whether the sellers purchased the shares in the ordinary course of
business and at the time of the purchase of the securities to be
resold, the sellers had any agreements or understandings, directly
or
indirectly, with any person to distribute the securities.

Where you can find more information, page 7
4. Please be advised that the Commission has moved its offices to
100
F Street NE, Washington, D.C.  20549 and no longer maintains
public
reference rooms outside of Washington, D.C.
5. Please update the incorporation by reference section to
specifically incorporate the Form 8-K filed March 9, 2006 and any
periodic reports "filed" pursuant to Section 13(a) or 15(d) of the
Exchange Act prior to effectiveness.

Undertakings, page 9
6. The undertakings required by Item 512 of Regulation S-B have
recently been updated.  Please update the disclosure to include
the
currently required undertaking outlined in paragraph 512(g).

Legality Opinion
7. Please remove from the penultimate sentence of the penultimate
paragraph of the opinion the word "solely" and any implication
that
investors may not rely on the opinion.  In this regard, the
following
sentence requiring written consent for reliance upon the opinion
should also be eliminated.
8. In addition, because the opinion is qualified by the date it
was
rendered, it should be revised so that it refers to a date closer
to
the time of effectiveness.

Power of Attorney, page 12
9. We note that you have included a power of attorney.  Please
note
that where the power of attorney is contained in the registration
statement, you must include a reference in the exhibit index to
the
part of the registration statement containing the power of
attorney.
See Item 601(b)(24) of Regulation S-B.

Form 10-KSB for the fiscal year ended September 30, 2005, as
amended

Form 10-QSB for the quarter ended December 31, 2005

Controls and Procedures
10. The paragraph containing management`s conclusion as to the
effectiveness of your disclosure controls and procedures should
reference Exchange Act Rule 13a-15(e), which defines the term.
Moreover, please note that if you elect to include the definition
of
disclosure controls and procedures, you must include the entire
definition.  Please confirm that you will conform your disclosure
to
these requirements in future filings.
11. We note your disclosure in the Form 10-KSB that there were no
changes in your "internal controls or in other factors ... that
could
materially affect such controls...."  Please confirm that there
were
no changes to the company`s internal control over financial
reporting
that have materially affected or are reasonable likely to
materially
affect your internal control over financial reporting."  See Item
308(c) of Regulation S-B.  Also confirm that you will conform your
disclosure to the rule requirements in future filings.
12. In addition, in the Form 10-QSB, you state that there were no
"significant" changes in your internal control over financial
reporting that occurred during your most recent fiscal quarter
that
have materially affected, or are reasonably likely to materially
affect, your internal control over financial reporting.  Please
note
that Item 308(c) requires that you disclose whether there were
"any"
changes in your internal control over financial reporting during
the
specified period.  Please confirm that there were no changes to
your
internal control over financial reporting during the relevant
period
and that you will conform your disclosures to the rule
requirements
in future filings.

      As appropriate, please amend your filings in response to our
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 	  should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendments for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      Please direct all questions to Maryse Mills-Apenteng at 202-
551-3457 or, in her absence, the undersigned at 202-551-3730.

								Sincerely,



      			Barbara C. Jacobs
      			Assistant Director

cc:  	Via facsimile:  612-672-3777
      Janna R. Severance, Esq.
      Messerli & Kramer
??

??

??

??

Mark E. Ties
XATA Corporation
March 31, 2006
Page 1