EXHIBIT 3.3

XATA CORPORATION

STATEMENT OF CANCELLATION
OF THE
CERTIFICATE OF DESIGNATION OF PREFERENCES
OF SERIES E PREFERRED STOCK

     The undersigned officer of XATA Corporation (the “Company”) hereby certifies that:

     1. The name of the Company is XATA Corporation.

     2. The Company’s Board of Directors has directed that the certificate fixing the rights and preferences of the Company’s Series E Preferred Stock be canceled pursuant to Section 302A.133 of the Minnesota Statutes.

     3. There are currently no shares of Series E Preferred Stock outstanding.

     4. The 1,400,000 shares formerly designated as Series E Preferred Stock shall have the status of authorized but unissued, undesignated stock.

     IN WITNESS WHEREOF, the undersigned has executed this statement of cancellation this 17^th day of April, 2009.

XATA Corporation

/s/ Wesley C. Fredenburg

Wesley C. Fredenburg

General Counsel and Secretary