Mail Room 4561
								May 9, 2006
Mark E. Ties
Chief Financial Officer
XATA Corporation
151 East Cliff Road, Suite 10
Burnsville, Minnesota 55337

	Re:   	Xata Corporation
		Amendment No. 1 to Registration Statement on Form S-3
		Filed on April 20, 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.  Our references to prior comments relate to our prior
letter dated March 31, 2006.

General

1. Please ensure that you submit all correspondence on EDGAR under
the "corresp" tag.  See Item 101 of Regulation S-T.  In this
respect,
the response letter of April 19, 2006 should be electronically
submitted with your next amendment.

Undertakings, page 10
2. We note that you have included the additional undertaking
referred
to in prior comment no. 6.  However, it is unclear why you have
deleted the other undertakings.  In your next amendment, please
ensure that you include all of the appropriate undertakings.

Legality Opinion
3.	Please confirm that the reference and limitation in the
opinion
to "the Minnesota Business Corporation Act" includes the statutory
provisions and also all applicable provisions of the Minnesota
Constitution and reported judicial decisions interpreting these
laws.

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
3. Please refer to prior comment no. 10.  We note that your
proposed
disclosure references Exchange Act Rule 13a-15(e); however, in
stating that your certifying officers concluded that your
disclosure
controls and procedures "are effective in timely alerting them to
material information relating to the Company required to be
included
in [y]our periodic filings," you provide only a partial definition
of
disclosure controls and procedures.   As we indicated in our prior
letter, if you include the definition in your disclosure, you must
provide the entire definition, i.e., that the disclosure controls
and
procedures are effective in ensuring that the information required
to
be disclosed is recorded, processed, summarized and reported,
within
the time periods specified in the Commission`s rule and forms and
is
accumulated and communicated to the issuer`s management, including
its principal executive and principal financial officer as
appropriate to allow timely decisions regarding required
disclosure.
Alternatively, you may cite to the Exchange Act rule without
reciting
the rule itself.  Please confirm your understanding and provide us
with a representation that you will conform your disclosure to the
rule in future filings.
4. Please refer to prior comment no. 11 regarding changes in
internal
controls.  We note your proposed disclosure relating to the Form
10-
KSB.  What is the basis for including the latter half of the
sentence
beginning with the words "subsequent to the date of their
evaluation..."?
5. In addition, we indicated in prior comment 12 that your
statement
that there were no "significant" changes is inappropriate.  Your
disclosure both in the proposed language and in future filings
should
speak to whether they were any changes in internal controls over
financial reporting.  Please revise the proposed language
accordingly
and confirm 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.

      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
May 9, 2006
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