8-K

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): April 27, 2005

REMOTE DYNAMICS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-26140	51-0352879
(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification Number)

1155 Kas Drive, Suite 100, Richardson, Texas 75081
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 301-2000

(Former Name or Former Address, if Changed Since Last Report)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Company Regains Compliance with Nasdaq Marketplace Rule 4310(c)(4)

      On April 27, 2005, Remote Dynamics, Inc. (the “Company”) received written notice from the Nasdaq Listing Qualifications of the Nasdaq Stock Market that the Company had regained compliance with Nasdaq Marketplace Rule 4310(c)(4) as the closing bid price for the Company’s common stock has been at $1.00 per share or greater for at least 10 consecutive business days. Accordingly, the matter regarding the Company’s non-compliance with Marketplace Rule 4310(c)(4) was closed and the Company’s listing on the Nasdaq Small Cap Market was in good standing.

      A copy of the press release, dated April 27, 2005, announcing the Company’s receipt of the letter dated April 27, 2005 from Nasdaq indicating that the Company had regained compliance with Marketplace Rule 4310(c)(4), is attached hereto as Exhibit 99.1. A copy of the letter dated April 27, 2005 from Nasdaq indicating that the Company had regained compliance with Marketplace Rule 4310(c)(4), is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits. The following exhibits are filed with this document:

Exhibit No.	Description
99.1	Press Release dated April 27, 2005 announcing the Company’s receipt of the Nasdaq Letter indicating that the Company had regained compliance with Marketplace Rule 4310(c)(4).
99.2	Letter dated April 27, 2005 from Nasdaq indicating that the Company had regained compliance with Marketplace Rule 4310(c)(4).

SIGNATURES

      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.

REMOTE DYNAMICS, INC.
/s/	J. Raymond Bilbao
	J. Raymond Bilbao
	Senior Vice President, General Counsel & Secretary

Date: April 28, 2005

Exhibit No.	Description
99.1	Press Release dated April 27, 2005 announcing the Company’s receipt of the Nasdaq Letter indicating that the Company had regained compliance with Marketplace Rule 4310(c)(4).
99.2	Letter dated April 27, 2005 from Nasdaq indicating that the Company had regained compliance with Marketplace Rule 4310(c)(4).

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE	CONTACT:	W. Michael Smith
		Chief Operating Officer
		(972) 301-2450
		www.remotedynamics.com

Remote Dynamics Regains Compliance with Nasdaq Market Place Rule 4310(c)(4); Listing Now in Good Standing

RICHARDSON, Texas, April 27, 2005 – Remote Dynamics, Inc. (NASDAQ: REDI), a leading provider of telematics-based management solutions for commercial fleets, today announced that on April 27, 2005, it received written notice from the Nasdaq Listing Qualifications of the Nasdaq Stock Market that the company had regained compliance with Nasdaq Marketplace Rule 4310(c)(4) as the closing bid price for the company’s common stock had been at $1.00 per share or greater for at least 10 consecutive business days. Thus, the Marketplace Rule 4310(c)(4) non-compliance matter has been closed and the company’s listing on the Nasdaq Small Cap Market is now in good standing.

About Remote Dynamics, Inc.

Remote Dynamics, Inc. [NASDAQ: REDI] provides patented state-of-the-art mobile resource management solutions that contribute to higher customer revenues, enhanced operator efficiency and improved cost control. Combining GPS and wireless telematics with supply chain management, the company’s solutions improve mobile worker productivity through real-time position and route reporting, as well as exception-based reporting that analyzes mobile workforce inefficiencies for operational optimization. Based in the North Texas Telecom Corridor, the company also offers GPS-based fleet management solutions for enterprise customers including SBC Communications, which has approximately 30,000 vehicles using Remote Dynamics tracking solutions. More information about Remote Dynamics is available online at http://www.remotedynamics.com.

“Remote Dynamics,” “REDIview”, “REDIpartner” and their associated logotypes are trademarks and service marks of Remote Dynamics, Inc. © Remote Dynamics, Inc. All rights reserved.

(REDI351)

EX-99.2

EXHIBIT 99.2

[Nasdaq Letterhead]

By Facsimile and First Class Mail

April 27, 2005

Mr. J. Raymond Bilbao
Senior Vice President, General Counsel & Secretary
Remote Dynamics, Inc.
1155 Kas Drive, Suite 100
Richardson, Texas 75081

Re:	Remote Dynamics, Inc. (the “Company”)
	Nasdaq Symbol: REDI

Dear Mr. Bilbao:

On February 15, 2005, Staff notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Marketplace Rules of The Nasdaq Stock Market (the “Rule”). Since then, the closing price of the Company’s common stock has been at $1.00 per share or greater for at least 10 consecutive business days. Accordingly, the Company has regained compliance with the Marketplace Rules or 4310(c)(4) and this matter is now closed.

If you have any questions, please do not hesitate to contact Marilyn Bacot, Senior Analyst at (301) 978-8048.

Sincerely,

/s/	Cynthia T. Melo
	Cynthia T. Melo
	Director
	Nasdaq Listing Qualifications