U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2006

or

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________ to ____________________

Commission File Number: 1-15087

I.D. SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
22-3270799
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
One University Plaza, Hackensack, New Jersey 07601
(Address of principal executive offices) (Zip Code)

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

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period) that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   o
Accelerated filer  x
Non-accelerated filer  o
      
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  

Yes o  No x

The number of shares outstanding of the registrant’s Common Stock, $0.01 par value, as of the close of business on April 26, 2006 was 11,073,719.
 
 
 
 
 
EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q of I.D. Systems, Inc. filed with the Securities and Exchange Commission on May 10, 2006 (the “Quarterly Report”) is being filed solely to correct an inadvertent error in the introductory language of paragraph 4 of the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 31.1 and 31.2 to the Quarterly Report.   
 
PART II - OTHER INFORMATION

Item 6. Exhibits
 
Exhibits:
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   

 
 
 
 
Signature

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
  I.D. Systems, Inc.
 
 		  
 		  
 
Dated: June 22, 2006 By:   /s/ Jeffrey M. Jagid
 
Jeffrey M. Jagid
Chief Executive Officer
(Principal Executive Officer)
   
 
     
 
 		  
 		  
 
Dated: June 22, 2006 By:   /s/ Ned Mavrommatis
 
Ned Mavrommatis
Chief Financial Officer
(Principal Financial Officer)