SecProbe.io

August 5, 2011
 Via E-mail

Mr. Kenneth Leddon Chief Financial Officer Novatel Wireless, Inc. 9645 Scranton Road San Diego, CA  92121
 Re: Novatel Wireless, Inc.
  Form 10-K for the Fiscal Ye ar Ended December 31, 2010
  Filed March 16, 2011   Form 10-Q for the Fiscal Quarter Ended March 31, 2011
  Filed May 10, 2011   File No.  0-31659

Dear Mr. Leddon:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other portions of your documents.
 Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Year Ended December 31, 2010

 Sales and marketing, page 5

 1. We note that you sell your M2M Products a nd Solutions primarily through your own
direct sales force in a model “that is primarily direct touch with indirect fulfillment.”  Tell us what you mean and explain to us how this  relates to your revenue recognition process.

Backlog, page 7

  2. As stated herein, you do not believe that “back log is currently a meaningful indicator of
(y)our future business prospects due to the many variables, some of which are outside
(y)our control…”  However, in a press rel ease contained in Exhibit 99 of your Form 8-K
filed on February 24, 2011, you stated “Our b acklog remains strong and we expect to

Mr. Kenneth Leddon Novatel Wireless, Inc. August 5, 2011 Page 2

 enter the second quarter with a number of next generation products launching in the
marketplace.”  In a subsequent press releas e contained in your Form 8-K filed May 11,
2011, you stated “We have plenty of work yet to do as we execute on our business
strategy, but our backlog continues to grow, pr oviding considerably impr oved visibility."
In order that your investors may have a bett er appreciation of your backlog strength and
growth, please disclose your backlog data.  Refer to Item 101(c)(1)(viii) of Regulation S-
K.

If we fail to develop and timely introduce, page 10

3. Per your disclosure, you enter into contract s with some customers pursuant to which you
develop products for later sale to that custom er, and that you price the products to be sold
under these contracts based on your estimated development, production, customer
support and warranty costs.  Tell us how you account for the revenues and costs related to
such contract arrangements and what your typi cal payment terms are. Refer to your basis
in the accounting literature

Revenue Recognition, page 34

4. We note your basis for revenue recognition for product sales which are predicated
primarily on delivery.  With a view toward s clarification of your revenue recognition
policy disclosure, explain to us how you considered all the other requirements for revenue recognition set forth in SAB 104.

3. Fair Value Measurement of Asse ts and Liabilities, page F-17

5. For each  class of assets reported under Level 2, please disclose the valuation technique
(or multiple valuation techniques) and the inputs  used in determining their respective fair
values.  Refer to paragraph 50-2(e) of AS C 820-10 and examples in paragraphs 820-10-
55-22A through 55-22B.
 13. Quarterly Financial Information, page F-35

6. Please explain to us why your revenues signi ficantly increased duri ng the fourth quarter
of 2010.  In particular, tell us in detail
 the extent of your expanded addressable market;
 the broadened product portfolio which si gnificantly contributed to the revenue
increase; and
 the added diverse base of customers and the nature of their purchases. In this regard,
we note your disclosures in your Form 8-K filed on February 24, 2011.

Mr. Kenneth Leddon Novatel Wireless, Inc. August 5, 2011 Page 3

 Form 10-Q for the Quarter Ended March 31, 2011

 Mobile Computing Products, page18

7. We note that you attributed the significant decr ease in first quarter revenues to the 4G
product transition, which affected the dema nd for your older generation products as
telecom carriers continued to upgr ade their networks to 4G.  It  remains unclear to us why
there was a surge in sales, presumably fr om your older generation products, during the
fourth quarter of 2010, when you had planne d to roll out your 4G  products during the
first quarter of 2011.  Please advise us.

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:

 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please file all correspondence over EDGAR.  You may contact Kath ryn Jacobson, Senior
Staff Accountant, at (202) 551-3365 or Robert S. Littlepage, Accountant Branch Chief, at (202)
551-3361 if you have questions regarding comments  on the financial statements and related
matters.  Please contact me at ( 202) 551-3810 with any other questions.

Sincerely,  /s/ Robert S. Littlepage  for  Larry Spirgel Assistant Director