July 11, 2019

Ned Mavrommatis
Chief Financial Officer
PowerFleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677

       Re: PowerFleet, Inc.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed on July 1, 2019
           File No. 333-231725

Dear Mr. Mavrommatis:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our letter dated
June 20, 2019.

Amendment No. 1 to Form S-4

What are the Agreements and the Transactions?, page 2

1.     Please revise at page 3, and in the related disclosures at pages 86 and
87, to indicate why
       Nasdaq requested modifications to the terms of the Series A Preferred
Stock in connection
       with the listing of Parent Common Stock on Nasdaq, which led to the
Second Amendment
       to the Investment Agreement.
The Parent Charter will provide that the Court of Chancery of the State of
Delaware will be the
exclusive forum for certain legal actions..., page 47

2.     We note that, in response to prior comment 18, you revised the exclusive
forum provision
       in the amended and restated certificate of incorporation of PowerFleet
to state that the
 Ned Mavrommatis
FirstName LastNameNed Mavrommatis
PowerFleet, Inc.
Comapany NamePowerFleet, Inc.
July 11, 2019
Page 2
July 11, 2019 Page 2
FirstName LastName
         provision will not apply to claims arising under the Securities Act,
the Exchange Act or
         other federal securities laws for which there is exclusive federal or
concurrent federal and
         state jurisdiction. Please revise your risk factor regarding the
exclusive forum provision
         so that this is clear. In particular, we note the following
disclosure: "Accordingly, the
         exclusive forum provision will not apply to actions arising under
federal securities law or
         any other claim for which there is exclusive federal jurisdiction. The
exclusive forum
         provision may be found unenforceable or inapplicable by a court in an
action arising
         under federal securities law in which there is concurrent state and
federal jurisdiction."
Comparative Per Share Information, page 58

3.       The Pointer equivalent pro forma earnings/(loss) per share data should
be calculated by
         multiplying the pro forma earnings/(loss) per share by the exchange
ratio. Please revise
         accordingly.
4.       We note your response to comment 15. Clarify in footnote (4) how the
equivalent per
         share amounts were calculated. Also, please remove the second sentence
of this footnote
         or explain to us how potential shares should have an impact on the
equivalent per share
         disclosures.
Tax Consequences to U.S. Holders and Non-U.S. Holders of I.D. Systems Common
Stock, page
122

5.       Please revise to indicate that it is the opinion of named tax counsel
that the I.D. Systems
         Merger, the Pointer Merger and the Preferred Investment, taken
together, will be treated
         as a transaction described in Section 351 of the Code and that the
I.D. Systems Merger
         qualifies as a reorganization within the meaning of Section 368(a) of
the Code. Remove
         language here and on pages 14 and 24 that it is "intended" that the
transactions so qualify
         or that you are assuming this tax treatment. Please refer to Staff
Legal Bulletin 19,
         Legality and Tax Opinions in Registered Offerings, Section III.C.3
addressing
         assumptions within tax opinions. Lastly, clarify that the resulting
material tax
         consequences to I.D. Systems shareholders that you describe constitute
counsel's opinion.
         Refer to Staff Legal Bulletin 19, Section III.B.2 addressing
short-form tax opinions.
 Ned Mavrommatis
PowerFleet, Inc.
July 11, 2019
Page 3

        You may contact Robert Shapiro, Senior Staff Accountant, at (202)
551-3273 or Robert
S. Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Attorney-
Adviser, at (202) 551-3415 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.



                                                           Sincerely,
FirstName LastNameNed Mavrommatis
                                                           Division of
Corporation Finance
Comapany NamePowerFleet, Inc.
                                                           Office of
Telecommunications
July 11, 2019 Page 3
cc:       Jeffrey Spindler
FirstName LastName