<PAGE>
                                                      Registration No. _________


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                XATA Corporation
             (Exact name of registrant as specified in its charter)


       Minnesota                                         41-1641815
(State of incorporation)                     (LR.S. Employer Identification No.)

               151 East Cliff Road, Suite 10, Burnsville, MN 55337
               (Address of Principal Executive Offices) (Zip Code)

                 2002 Long Term Incentive and Stock Option Plan
                               Directors Warrants
                            (Full title of the plan)

                                                            With a copy to:

            John G. Lewis, CFO                          Janna R. Severance, Esq.
       151 East Cliff Road, Suite 10                     Moss & Barnett, P.A.
          Burnsville, MN 55337                          4800 Wells Fargo Center
       Telephone: (952) 894-3680                        90 South Seventh Street
  (Name, address, and telephone number,                  Minneapolis, MN 55402
including area code, of agent for service)             Telephone: (612) 347-0367

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                     Proposed maximum       Proposed maximum
 Title of securities to       Amount to be          offering price per     aggregate offering         Amount of
     be registered           registered (1)              share (2)               price (3)         registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
Common Stock (1)             350,000 shares             $4.1755               $1,461,425                $186
($.01 par value)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (2)              46,519 shares             $4.1755              $194,240.0845               $25
($.01 par value)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                              Total Fee:               $211.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)  Consists of 350,000 shares reserved for awards and for issuance upon
     exercise of options that have been or may be granted under the 2002 Long
     Term Incentive and Stock Option Plan (the "Plan") and 46,519 shares issued
     or issuable pursuant to warrants granted to directors in consideration of
     service on the board of directors. These shares are in addition to 400,000
     shares originally reserved under the Plan. The original 400,000 shares
     under the Plan are covered by S-8 registration statement no. 333-85584.
     Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate number of shares which may be
     offered or sold pursuant to the Plan as a result of the operation of the
     provisions of the Plan intended to prevent dilution in the event of stock
     splits, consolidations or similar changes in capital stock.

(2)  Consists of shares issued and shares reserved for issuance upon exercise of
     Warrants issued to members of the Board of Directors for service on the
     Board.

(3)  Estimated solely for purposes of computing the registration fee. In
     accordance with Rule 457(c) and (h)(1), the price used is the mean of the
     high and low sale prices of the Common Stock on the Nasdaq SmallCap Market
     as of February 19, 2004.





<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive grants or awards under the 2002 Long
Term Incentive and Stock Option Plan, as amended (the "Plan"). That disclosure
document constitutes a Section 10(a) prospectus and is incorporated by reference
in this Registration Statement, but it is not being filed with the Commission
either as part of this Registration Statement or as a prospectus or prospectus
supplement.





<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by XATA Corporation
(the "Company") are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-KSB for the fiscal
         year ended September 30, 2003.

                  (b) The Company's Definitive Proxy Statement dated January 12,
         2004 for the Annual Meeting of Shareholders held on February 17, 2004.

                  (c) The Company's quarterly Report filed on Form 10-QSB for
         the three months ended December 31, 2003.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which reregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

ITEM  4.  DESCRIPTION OF SECURITIES

COMMON STOCK

         The Company is currently authorized to issue 25,000,000 shares of
common stock, par value $.01 per share. As of February 20, 2004, 7,005,166
shares were issued and outstanding, all of which are fully paid and
nonassessable. Holders of the shares are entitled to one vote for each share
held. There are no preemptive, subscription, conversion or redemption rights
pertaining to the shares. Holders of the shares are entitled to receive such
dividends as may be declared by the Board of Directors out of assets legally
available therefor and to share ratably in the assets of the Company available
upon liquidation. The holders of the shares do not have the right to cumulate
their votes in the election of directors, and, accordingly, the holders of 50%
of the voting shares are able to elect all of the directors (except for
directors elected by the holders of Series B Convertible Preferred Stock, voting
separately as a class).

PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of preferred stock. As of
February 20, 2004, 1,612,903 shares of Series B Preferred Stock are issued and
outstanding. The Board of Directors may, without further action by the
shareholders, from time to time, issue additional preferred stock in one or more
series and determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, dividend rate, liquidation preference,
conversion or exchange rights, redemption and sinking fund provisions, and the
number of shares



                                       2
<PAGE>




constituting and the designation of any such series. The issuance of preferred
stock may, in some circumstances, deter or discourage takeover attempts and
other changes in control of the Company, including takeovers and changes in
control which some holders of the common stock may deem to be in their best
interests and in the best interests of the Company, by making it more difficult
for a person who has gained a substantial equity interest in the Company to
obtain voting control or to exercise control effectively.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-KSB have been audited by
Grant Thornton LLP, independent certified public accountants, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

         The validity of the securities offered pursuant to this Registration
Statement will be passed upon by Moss & Barnett, A Professional Association,
counsel to the Issuer.

         There are no other "experts" referenced in this Registration Statement.
Neither Moss & Barnett, A Professional Association nor Grant Thornton LLP has
any interest which is required to be disclosed herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 302A.521, Minnesota Statutes, the Company is required to
indemnify its directors, officers, employees and agents against liability under
certain circumstances, including liability under the Securities Act of 1933, as
amended (the "Act"). Section 4.7 of the Company's Articles of Incorporation and
Article V of the Company's Bylaws contain substantially similar provisions and,
in addition, specifically authorize adoption of agreements for indemnification
greater than that required by statute and purchase of insurance to meet the
Company's indemnification obligation. The general effect of such provisions is
to relieve the directors and officers of the Company from personal liability
which may be imposed for certain acts performed in their capacity as directors
or officers of the Company, except where such persons have not acted in good
faith.

         In addition, we have entered into indemnification agreements with
Trident Capital, Inc. (the controlling entity of the holders of our Series B
Convertible Preferred Stock) and the persons designated as directors of the
Company by Trident Capital which is intended to hold them harmless from
liability they may incur as a "controlling person," in the case of Trident
Capital, and as directors, with respect to the individual appointees.

As permitted under Minnesota Statutes, the Articles of Incorporation of the
Company provide that directors shall have no personal liability to the Company
or to its shareholders for monetary damages arising from breach of the
director's duty of care in the affairs of the Company. Minnesota Statutes do not
permit elimination of liability for breach of a director's duty of loyalty to
the Company or with respect to certain enumerated matters, including payment



                                       3
<PAGE>




of illegal dividends, acts not in good faith, and acts resulting, in an improper
personal benefit to the director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
      EXHIBIT NO.         DESCRIPTION

<S>                       <C>
          4.3             2002 Long Term Incentive and Stock Option Plan
           5              Opinion of Counsel
         10.26            Form of Directors Warrants
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)
          99.1            Form of Re-offer Prospectus for Shares outstanding pursuant to exercise of
                          Directors Warrants
</TABLE>


ITEM 9.  UNDERTAKINGS

         (a)      Rule 415 Offering

         The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                         (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Securities and Exchange Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the



                                       4

<PAGE>




                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" Table in the effective
                    registration statement;

                         (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    Registration or any material change to such information in
                    the Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)      Filings Incorporating Subsequent Exchange Act Documents by
Reference

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       5
<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Minneapolis, Minnesota, on February 20, 2004.


                                        XATA CORPORATION



                                        By  /s/ Craig S. Fawcett
                                            ------------------------------------
                                            Craig S. Fawcett, Its President and
                                            Chief Executive Officer




                                       6

<PAGE>




                                POWER OF ATTORNEY

         The undersigned officers and directors of XATA Corporation hereby
constitute and appoint Craig S. Fawcett and John G. Lewis, or either of them,
with power to act one without the other, our true and lawful attorney-in-act and
agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME                                                                 TITLE                              DATE
----                                                                 -----                              ----
<S>                                                <C>                                           <C>
                                                   President and Chief Executive Officer         February 20, 2004
/s/ Craig S. Fawcett                               (principal executive officer) and Director
--------------------------------------------
Craig S. Fawcett

                                                   Chief Operating Officer and Chief             February 20, 2004
                                                   Financial Officer (principal financial
/s/ John G. Lewis                                  and accounting officer)
--------------------------------------------

/s/ Roger W. Kleppe                                Director                                      February 20, 2004
--------------------------------------------
Roger W. Kleppe

/s/ Stephen A. Lawrence                            Director (Chairman)                           February 20, 2004
--------------------------------------------
Stephen A. Lawrence

                                                   Director
--------------------------------------------
Richard L. Bogen

                                                   Director
--------------------------------------------
Charles R. Stamp, Jr.

/s/ Carl M. Fredericks                             Director                                      February 20, 2004
--------------------------------------------
Carl M. Fredericks

/s/ Christopher P. Marshall                        Director                                      February 20, 2004
--------------------------------------------
Christopher P. Marshall
</TABLE>


                                       7

<PAGE>



                                INDEX TO EXHIBITS
                                   TO FORM S-8


<TABLE>
<CAPTION>
      EXHIBIT NO.         DESCRIPTION

<S>                       <C>
          4.3             2002 Long Term Incentive and Stock Option Plan (1)
           5              Opinion of Counsel
         10.26            Form of Directors Warrants (2)
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)
          99.1            Form of Re-offer Prospectus for Shares outstanding pursuant to exercise of
                          Directors Warrants
</TABLE>



-------------------
(1)      Incorporated by reference to Appendix B in Proxy Statement filed under
         cover of Schedule 14A on January 23, 2002. The Plan contained in
         Appendix B was amended by vote of the shareholders on February 17, 2004
         to increase the shares reserved from 400,000 to 750,000. The Plan is
         otherwise unchanged.

(2)      Incorporated by reference to exhibit filed as part of Report on Form
         10-KSB for the fiscal year ended September 30, 2002. Warrants in this
         form (or substantially identical forms) are outstanding as follows as
         of February 20, 2004

<TABLE>
<CAPTION>
         Holder           Date of Issuance   Exercise Price    Number of Shares    Expiration Date
------------------------  ----------------   --------------    ----------------    ---------------
<S>                       <C>                <C>               <C>                 <C>
Roger Bogen                   5/14/00             $4.50              5,000             5/13/05
Stephen Lawrence              9/17/01             $3.69             10,000             9/16/06
</TABLE>




                                       8
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{"company-data": {"conformed-name": "XATA CORP /MN/", "cik": "0000854398", "assigned-sic": "3571", "irs-number": "411641815", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113025", "film-number": "04622751"}, "business-address": {"street1": "151 E CLIFF RD STE 10", "city": "BURNSVILLE", "state": "MN", "zip": "55337", "phone": "6128943680"}, "mail-address": {"street1": "151 E CLIFF RD STE 10", "city": "BURNSVILLE", "state": "MN", "zip": "55337"}, "former-company": {"former-conformed-name": "NORTHWEST ACQUISITIONS INC/MN/", "date-changed": "19911209"}}
Registration No. _________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                XATA Corporation
             (Exact name of registrant as specified in its charter)

       Minnesota                                         41-1641815
(State of incorporation)                     (LR.S. Employer Identification No.)

               151 East Cliff Road, Suite 10, Burnsville, MN 55337
               (Address of Principal Executive Offices) (Zip Code)

                 2002 Long Term Incentive and Stock Option Plan
                               Directors Warrants
                            (Full title of the plan)

                                                            With a copy to:

            John G. Lewis, CFO                          Janna R. Severance, Esq.
       151 East Cliff Road, Suite 10                     Moss & Barnett, P.A.
          Burnsville, MN 55337                          4800 Wells Fargo Center
       Telephone: (952) 894-3680                        90 South Seventh Street
  (Name, address, and telephone number,                  Minneapolis, MN 55402
including area code, of agent for service)             Telephone: (612) 347-0367
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                     Proposed maximum       Proposed maximum
 Title of securities to       Amount to be          offering price per     aggregate offering         Amount of
     be registered           registered (1)              share (2)               price (3)         registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (1)             350,000 shares             $4.1755               $1,461,425                $186
($.01 par value)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (2)              46,519 shares             $4.1755              $194,240.0845               $25
($.01 par value)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                              Total Fee:               $211.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)  Consists of 350,000 shares reserved for awards and for issuance upon
     exercise of options that have been or may be granted under the 2002 Long
     Term Incentive and Stock Option Plan (the "Plan") and 46,519 shares issued
     or issuable pursuant to warrants granted to directors in consideration of
     service on the board of directors. These shares are in addition to 400,000
     shares originally reserved under the Plan. The original 400,000 shares
     under the Plan are covered by S-8 registration statement no. 333-85584.
     Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement also covers an indeterminate number of shares which may be
     offered or sold pursuant to the Plan as a result of the operation of the
     provisions of the Plan intended to prevent dilution in the event of stock
     splits, consolidations or similar changes in capital stock.

(2)  Consists of shares issued and shares reserved for issuance upon exercise of
     Warrants issued to members of the Board of Directors for service on the
     Board.

(3)  Estimated solely for purposes of computing the registration fee. In
     accordance with Rule 457(c) and (h)(1), the price used is the mean of the
     high and low sale prices of the Common Stock on the Nasdaq SmallCap Market
     as of February 19, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive grants or awards under the 2002 Long
Term Incentive and Stock Option Plan, as amended (the "Plan"). That disclosure
document constitutes a Section 10(a) prospectus and is incorporated by reference
in this Registration Statement, but it is not being filed with the Commission
either as part of this Registration Statement or as a prospectus or prospectus
supplement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by XATA Corporation
(the "Company") are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-KSB for the fiscal
         year ended September 30, 2003.

                  (b) The Company's Definitive Proxy Statement dated January 12,
         2004 for the Annual Meeting of Shareholders held on February 17, 2004.

                  (c) The Company's quarterly Report filed on Form 10-QSB for
         the three months ended December 31, 2003.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which reregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

ITEM  4.  DESCRIPTION OF SECURITIES

COMMON STOCK

         The Company is currently authorized to issue 25,000,000 shares of
common stock, par value $.01 per share. As of February 20, 2004, 7,005,166
shares were issued and outstanding, all of which are fully paid and
nonassessable. Holders of the shares are entitled to one vote for each share
held. There are no preemptive, subscription, conversion or redemption rights
pertaining to the shares. Holders of the shares are entitled to receive such
dividends as may be declared by the Board of Directors out of assets legally
available therefor and to share ratably in the assets of the Company available
upon liquidation. The holders of the shares do not have the right to cumulate
their votes in the election of directors, and, accordingly, the holders of 50%
of the voting shares are able to elect all of the directors (except for
directors elected by the holders of Series B Convertible Preferred Stock, voting
separately as a class).

PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of preferred stock. As of
February 20, 2004, 1,612,903 shares of Series B Preferred Stock are issued and
outstanding. The Board of Directors may, without further action by the
shareholders, from time to time, issue additional preferred stock in one or more
series and determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, dividend rate, liquidation preference,
conversion or exchange rights, redemption and sinking fund provisions, and the
number of shares

                                       2
constituting and the designation of any such series. The issuance of preferred
stock may, in some circumstances, deter or discourage takeover attempts and
other changes in control of the Company, including takeovers and changes in
control which some holders of the common stock may deem to be in their best
interests and in the best interests of the Company, by making it more difficult
for a person who has gained a substantial equity interest in the Company to
obtain voting control or to exercise control effectively.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The financial statements incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-KSB have been audited by
Grant Thornton LLP, independent certified public accountants, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

         The validity of the securities offered pursuant to this Registration
Statement will be passed upon by Moss & Barnett, A Professional Association,
counsel to the Issuer.

         There are no other "experts" referenced in this Registration Statement.
Neither Moss & Barnett, A Professional Association nor Grant Thornton LLP has
any interest which is required to be disclosed herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 302A.521, Minnesota Statutes, the Company is required to
indemnify its directors, officers, employees and agents against liability under
certain circumstances, including liability under the Securities Act of 1933, as
amended (the "Act"). Section 4.7 of the Company's Articles of Incorporation and
Article V of the Company's Bylaws contain substantially similar provisions and,
in addition, specifically authorize adoption of agreements for indemnification
greater than that required by statute and purchase of insurance to meet the
Company's indemnification obligation. The general effect of such provisions is
to relieve the directors and officers of the Company from personal liability
which may be imposed for certain acts performed in their capacity as directors
or officers of the Company, except where such persons have not acted in good
faith.

         In addition, we have entered into indemnification agreements with
Trident Capital, Inc. (the controlling entity of the holders of our Series B
Convertible Preferred Stock) and the persons designated as directors of the
Company by Trident Capital which is intended to hold them harmless from
liability they may incur as a "controlling person," in the case of Trident
Capital, and as directors, with respect to the individual appointees.

As permitted under Minnesota Statutes, the Articles of Incorporation of the
Company provide that directors shall have no personal liability to the Company
or to its shareholders for monetary damages arising from breach of the
director's duty of care in the affairs of the Company. Minnesota Statutes do not
permit elimination of liability for breach of a director's duty of loyalty to
the Company or with respect to certain enumerated matters, including payment

                                       3
of illegal dividends, acts not in good faith, and acts resulting, in an improper
personal benefit to the director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
EXHIBIT NO.         DESCRIPTION
4.3             2002 Long Term Incentive and Stock Option Plan
           5              Opinion of Counsel
         10.26            Form of Directors Warrants
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)
          99.1            Form of Re-offer Prospectus for Shares outstanding pursuant to exercise of
                          Directors Warrants
ITEM 9.  UNDERTAKINGS

         (a)      Rule 415 Offering

         The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                         (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Securities and Exchange Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no more than a 20% change in the

                                       4
maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" Table in the effective
                    registration statement;

                         (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    Registration or any material change to such information in
                    the Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)      Filings Incorporating Subsequent Exchange Act Documents by
Reference

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)      Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Minneapolis, Minnesota, on February 20, 2004.

                                        XATA CORPORATION

                                        By  /s/ Craig S. Fawcett
                                            ------------------------------------
                                            Craig S. Fawcett, Its President and
                                            Chief Executive Officer

                                       6
POWER OF ATTORNEY

         The undersigned officers and directors of XATA Corporation hereby
constitute and appoint Craig S. Fawcett and John G. Lewis, or either of them,
with power to act one without the other, our true and lawful attorney-in-act and
agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME                                                                 TITLE                              DATE
----                                                                 -----                              ----
President and Chief Executive Officer         February 20, 2004
/s/ Craig S. Fawcett                               (principal executive officer) and Director
--------------------------------------------
Craig S. Fawcett

                                                   Chief Operating Officer and Chief             February 20, 2004
                                                   Financial Officer (principal financial
/s/ John G. Lewis                                  and accounting officer)
--------------------------------------------

/s/ Roger W. Kleppe                                Director                                      February 20, 2004
--------------------------------------------
Roger W. Kleppe

/s/ Stephen A. Lawrence                            Director (Chairman)                           February 20, 2004
--------------------------------------------
Stephen A. Lawrence

                                                   Director
--------------------------------------------
Richard L. Bogen

                                                   Director
--------------------------------------------
Charles R. Stamp, Jr.

/s/ Carl M. Fredericks                             Director                                      February 20, 2004
--------------------------------------------
Carl M. Fredericks

/s/ Christopher P. Marshall                        Director                                      February 20, 2004
--------------------------------------------
Christopher P. Marshall
7
INDEX TO EXHIBITS
                                   TO FORM S-8
EXHIBIT NO.         DESCRIPTION
4.3             2002 Long Term Incentive and Stock Option Plan (1)
           5              Opinion of Counsel
         10.26            Form of Directors Warrants (2)
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)
          99.1            Form of Re-offer Prospectus for Shares outstanding pursuant to exercise of
                          Directors Warrants
-------------------
(1)      Incorporated by reference to Appendix B in Proxy Statement filed under
         cover of Schedule 14A on January 23, 2002. The Plan contained in
         Appendix B was amended by vote of the shareholders on February 17, 2004
         to increase the shares reserved from 400,000 to 750,000. The Plan is
         otherwise unchanged.

(2)      Incorporated by reference to exhibit filed as part of Report on Form
         10-KSB for the fiscal year ended September 30, 2002. Warrants in this
         form (or substantially identical forms) are outstanding as follows as
         of February 20, 2004
Holder           Date of Issuance   Exercise Price    Number of Shares    Expiration Date
------------------------  ----------------   --------------    ----------------    ---------------
Roger Bogen                   5/14/00             $4.50              5,000             5/13/05
Stephen Lawrence              9/17/01             $3.69             10,000             9/16/06
8