SecProbe.io

Mail Stop 4561
via fax (858) 812-3411
July 9, 2007

Dan L. Halvorson
CFO and Treasurer
Novatel Wireless, Inc.
9645 Scranton Road
Suite 205
San Diego, CA 92121

 Re: Novatel Wireless, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed on March 16, 2007
Form 8-K Filed on May 1, 2007
File No. 000-31659

Dear Mr. Halvorson:

 We have reviewed the above referenced filings and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.   Feel free to call us at the telephone numbers listed at  the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 9A.  Controls a nd Procedures, page 33
1. We note your statement that a “contro ls and procedures, no matter how well
designed and operated, can pr ovide only reasonable a ssurance of achieving the
desired control objectives.”  Please revise  to state clearly, if true, that your
disclosure controls and procedures are designed to  provide reasonable assurance
of achieving their objectives and that  your principal executive officer and

Dan L. Halvorson
Novatel Wireless, Inc.
July 9, 2007 Page 2
principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level.  In the alternative, remove the
reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F.4 of Manageme nt’s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at
<
http://www.sec.gov/rules/final/33-8238.htm >.

Notes to Consolidated Financial Statements

Note 1:  Nature of Business a nd Significant Accounting Policies

Revenue Recognition, page F-8
2. We note that the Company recognizes re venue from the sale of your wireless
modems in accordance with SAB 104.  We further note, however, that the Company also sells a suite of soft ware products called MobiLink Mobile
Communications.  Please tell  us the amount of revenues generated from the sales
of your software products for each period presented.  Also, tell us how you account for such sales and tell us whet her you considered including a discussion
of SOP 97-2 in your accounting policy footnotes.

Other
3. We note from your disclosure on page 7 that you have certain distribution and
fulfillment services in the Mi ddle East.  Please advise us of all the countries in the
Middle East in which you operate and do business.

Form 8-K Filed May 1, 2007
4. We note your use of non-GAAP measures in the Form 8-K filed on May 1, 2007
which excludes a recurring item such as  stock option expense.  Tell us how you
considered Question 8 of Frequently As ked Questions Regarding the Use of Non-
GAAP Financial Measures to include th e following disclosures for each of your
non-GAAP measures:
• the manner in which management uses the non-GAAP measure to conduct or evaluate its business;
• the economic substance behind management's decision to use such a measure;
• the material limitations associated with use of the non-GAAP financial
measure as compared to the use of the most directly comparable GAAP financial measure;
• the manner in which management compensates for these limitations when using the non-GAAP financial measure; and

Dan L. Halvorson
Novatel Wireless, Inc.
July 9, 2007 Page 3
• the substantive reasons why manageme nt believes the non-GAAP financial
measure provides useful in formation to investors.

In this regard, we believe you should furt her enhance your disclosures to comply
with Item 10(e)(1)(i)(C) a nd (D) of Regulation S-K and Question 8 of the related
FAQ to demonstrate the usefulness of your non-GAAP financial measures which
excludes certain recurring item, especially since these measures appear to be used to evaluate performance.  Your current  disclosures regarding the reasons for
presenting these non-GAAP measures appe ar overly broad considering that
companies and investors may differ as to which items warrant adjustment and
what constitutes core operating results.
5. We also believe the non-GAAP operating st atement columnar format appearing in
the Form 8-K filed on May 1, 2007 may create the unwarranted impression to investors that the non-GAAP operating statement has been prepared under a
comprehensive set of accounting rules or principles while also conveying undue
prominence to a statement based on non-GAAP measures.  In addition, Section II.A.2 of SEC Release 33-8176 defi nes non-GAAP measures and does not
contemplate including non-GAAP financial statements as a “measure.”  Please remove that presentation, or explain to us in reasonable detail why its retention is justified in light of these concerns.  As a substitute for this presentation format,
you may consider presenting only indi vidual non-GAAP measures (i.e., line
items, subtotals, etc.) provided each one complies with Item 10 of Regulation S-K and the Division of Corporation Finance’ s Frequently Asked Questions Regarding
Use of Non-GAAP Financial M easures, Question 8.

* * * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Dan L. Halvorson
Novatel Wireless, Inc.
July 9, 2007 Page 4

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Kari Jin, Staff Accountant at (202) 551-3481 or the undersigned
(202) 551-3499 if you have questions regardin g comments on the financial statements and
related matters.

       S i n c e r e l y ,
       Kathleen Collins
       A c c o u n t i n g  B r a n c h  C h i e f