<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)             (I.R.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
                            (Full title of the plan)

                                                           With a copy to:

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

<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 (2)       registration fee
-----------------------------     --------------    ------------------   ------------------   ----------------
<S>                               <C>                   <C>                 <C>                  <C>
Common Stock ($.01 par value)     400,000 shares        $4.95                $1,980,000           $183.00
</TABLE>

         (1) Consists of 400,000 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"). 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) 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
April 2, 2002.



<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, 2001.

                  (b) The Company's Definitive Proxy Statement dated January 23,
         2002 for the Annual Meeting of Shareholders held on February 26, 2002.

                  (c) The Company's quarterly Report filed on Form 10-QSB for
         the three months ended December 31, 2001.

         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 12,000,000 shares of
Common Stock, par value $.01 per share. As of April 2, 2002, 6,907,658 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.

PREFERRED STOCK

         The Company is authorized to issue 283,333 shares of Preferred Stock.
As of April 2, 2002, no shares of Preferred Stock are issued or outstanding. The
Board of Directors may, without further action by the shareholders, from time to
time, issue 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,



                                       2
<PAGE>


redemption and sinking fund provisions, and the number of shares 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 Company currently has no such
insurance. 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.

         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 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.



                                       3
<PAGE>


ITEM 8.  EXHIBITS

       EXHIBIT NO.        DESCRIPTION
          4.3             2002 Long Term Incentive and Stock Option Plan
           5              Opinion of Counsel
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)


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 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.


                                       4
<PAGE>


                  (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 April 2, 2002.

                                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.


         NAME                        TITLE                            DATE
         ----                        -----                            ----

/s/ Craig S. Fawcett         President and Chief Executive        April 2, 2002
---------------------------  Officer (principal executive
Craig S. Fawcett             officer) and Director


/s/ William P. Flies         Chief Technology Officer and         April 2, 2002
---------------------------  Director (Chairman)
William P. Flies


/s/ John G. Lewis            Chief Operating Officer and          April 2, 2002
---------------------------  Chief Financial Officer
John G. Lewis                (principal financial and
                             accounting officer)


/s/ Roger W. Kleppe          Director                             April 2, 2002
---------------------------
Roger W. Kleppe


/s/ Stephen A. Lawrence      Director                             April 2, 2002
---------------------------
Stephen A. Lawrence


/s/ Barry D. Batcheller      Director                             April 2, 2002
---------------------------
Barry D. Batcheller


/s/ Richard L. Bogen         Director                             April 2, 2002
---------------------------
Richard L. Bogen


/s/ Charles L. Stamp, Jr.    Director                             April 2, 2002
---------------------------
Charles L. Stamp, Jr.


/s/ Carl M. Fredericks       Director                             April 2, 2002
---------------------------
Carl M. Fredericks






                                       7
<PAGE>




/s/ James Heerin             Director                             April 2, 2002
---------------------------
James Heerin














                                       8
<PAGE>



                                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
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)




(1)   Incorporated by reference to Appendix B in Proxy Statement filed under
      cover of Schedule 14A on January 23, 2002.






                                       9
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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": "333-85584", "film-number": "02602687"}, "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)             (I.R.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
                            (Full title of the plan)

                                                           With a copy to:

                 John G. Lewis                          Janna R. Severance, Esq.
                 COO and CFO                             Moss & Barnett, P.A.
        151 East Cliff Road, Suite 10                  4800 Wells Fargo Center
            Burnsville, MN 55337                       90 South Seventh Street
          Telephone: (952) 894-3680                     Minneapolis, MN 55402
    (Name, address, and telephone number,             Telephone: (612) 347-0367
 including area code, of agent for service)
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 (2)       registration fee
-----------------------------     --------------    ------------------   ------------------   ----------------
Common Stock ($.01 par value)     400,000 shares        $4.95                $1,980,000           $183.00
(1) Consists of 400,000 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"). 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) 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
April 2, 2002.
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, 2001.

                  (b) The Company's Definitive Proxy Statement dated January 23,
         2002 for the Annual Meeting of Shareholders held on February 26, 2002.

                  (c) The Company's quarterly Report filed on Form 10-QSB for
         the three months ended December 31, 2001.

         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 12,000,000 shares of
Common Stock, par value $.01 per share. As of April 2, 2002, 6,907,658 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.

PREFERRED STOCK

         The Company is authorized to issue 283,333 shares of Preferred Stock.
As of April 2, 2002, no shares of Preferred Stock are issued or outstanding. The
Board of Directors may, without further action by the shareholders, from time to
time, issue 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,

                                       2
redemption and sinking fund provisions, and the number of shares 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 Company currently has no such
insurance. 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.

         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 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.

                                       3
ITEM 8.  EXHIBITS

       EXHIBIT NO.        DESCRIPTION
          4.3             2002 Long Term Incentive and Stock Option Plan
           5              Opinion of Counsel
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)

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 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.

                                       4
(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 April 2, 2002.

                                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
         ----                        -----                            ----

/s/ Craig S. Fawcett         President and Chief Executive        April 2, 2002
---------------------------  Officer (principal executive
Craig S. Fawcett             officer) and Director

/s/ William P. Flies         Chief Technology Officer and         April 2, 2002
---------------------------  Director (Chairman)
William P. Flies

/s/ John G. Lewis            Chief Operating Officer and          April 2, 2002
---------------------------  Chief Financial Officer
John G. Lewis                (principal financial and
                             accounting officer)

/s/ Roger W. Kleppe          Director                             April 2, 2002
---------------------------
Roger W. Kleppe

/s/ Stephen A. Lawrence      Director                             April 2, 2002
---------------------------
Stephen A. Lawrence

/s/ Barry D. Batcheller      Director                             April 2, 2002
---------------------------
Barry D. Batcheller

/s/ Richard L. Bogen         Director                             April 2, 2002
---------------------------
Richard L. Bogen

/s/ Charles L. Stamp, Jr.    Director                             April 2, 2002
---------------------------
Charles L. Stamp, Jr.

/s/ Carl M. Fredericks       Director                             April 2, 2002
---------------------------
Carl M. Fredericks

                                       7
/s/ James Heerin             Director                             April 2, 2002
---------------------------
James Heerin

                                       8
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
          24.1            Consent of Independent Certified Public Accountants
          24.2            Consent of Counsel (contained in Exhibit 5)

(1)   Incorporated by reference to Appendix B in Proxy Statement filed under
      cover of Schedule 14A on January 23, 2002.

                                       9