SecProbe.io

CORRESP
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August 18,
2005

Adam Halper

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             @Road, Inc.

Registration Statement on Form S-3

Filed May 2, 2005

File No. 333-124518

Form 10-K for the fiscal year
ended December 31, 2005

Form 10-Q for the quarter ended March 31, 2005

File No. 0-31511

Ladies and Gentlemen:

We are in receipt of the comments of the staff (“Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth
in your letter dated June 1, 2005 (the “SEC Comment Letter”)
regarding the above referenced Registration Statement on Form S-3 (the “Registration
Statement”), Form 10-K for the fiscal year ended December 31,
2004 (the “Form 10-K”) and Form 10-Q for the quarter ended March 31,
2005 (the “Form 10-Q”), each of @Road, Inc. (“@Road” or
the “Company”).  Concurrently
herewith, on behalf of the Company, we are filing with the Commission Amendment
No. 1 to the Registration Statement (the “Registration Statement Amendment”)
and Amendment No. 1 to the 10-Q (the “10-Q Amendment”) on behalf of
@Road.

Each of the Registration Statement Amendment and the 10-Q
Amendment are being filed in response to comments to the Registration Statement
and Form 10-Q, respectively, received from the Staff as set forth in the
SEC Comment Letter.  The numbered
responses set forth below contain the Staff’s comments and correspond to the
numbered comments contained in the SEC Comment Letter.  The Company’s responses are set forth in bold
type.

Form S-3

General

1.                    We
note that you have filed confidential treatment requests, Control Numbers 16548
and 16559. Please be advised that we are processing your request and will
provide comments on your confidential treatment application under separate
cover.

The Company is in receipt of the Commission’s letters, each
dated June 21, 2005, regarding the Company’s confidential treatment
requests, Control Numbers 16548 and 16260. In addition, the Company hereby
advises the Commission that on June 29, 2005, it filed with the Secretary
of the Commission a request for extension of time for confidential treatment
with respect to portions of Exhibit 10.37 to the Company’s Annual Report
on Form 10-K for the fiscal year ending December 31, 2002, and that
the Company is in receipt of the Commission’s letter dated August 5, 2005,
regarding Control Number 17015 with respect thereto.

Risk Factors, page 1

2.                    It
appears you should consider whether risk factor disclosure is appropriate to
address the material deficiencies you describe in your periodic reports
concerning your disclosure controls and procedures and internal controls over
financial reporting.

With
reference to the Company’s response to Comment 6, the Company believes that its
risk factor disclosure is adequate. Notwithstanding the foregoing, since the
Company filed a Form 10-Q for the quarter ended June 30, 2005
subsequent to the filing of the Registration Statement, the Company has updated
the risk factor disclosure in the Registration Statement Amendment.

Exhibit 5.1

3.                    Please
revise the legality opinion to reference the class of securities registered for
resale, and state the number of shares, which should conform to the amounts in
the fee table. We note that the legal conclusion is conditioned on the sale of
the shares in the manner described in this Registration Statement. In your
response letter, please explain the relationship between the manner of sale for
those securities and counsel’s conclusion that the shares will be legally and
validly issued, fully paid and nonassessable.

The legal opinion of Heller Ehrman LLP has been revised as
requested.  Please note that, in response
to the second and third sentences of Comment 3, the second paragraph of the
legal opinion has been revised to read in its entirety as follows: “It is our
opinion that the Shares have been legally and validly issued, are fully paid
and are nonassessable.”

The legal opinion of Heller Ehrman LLP, as revised, is filed
as Exhibit 5.1 to the Registration Statement Amendment.

Form 10-K

Controls and Procedures, page 45

4.                    In
the last paragraph of this section you state that a disclosure control
system can only provide reasonable assurance that the objectives of the control
system are satisfied. In your response letter, please tell us whether the
effectiveness conclusion reached by the designated executives was provided at
this “reasonable assurances” level of certainty.

The
Company confirms that the effectiveness conclusion reached by the principal
executive officer and principal financial officer of @Road that the Company’s
disclosure controls and procedures were effective as of the end of the period
covered by the Form 10-K was provided at the “reasonable assurance” level
of certainty.

Form 10-Q

Controls and Procedures, page 35

5.                    You
disclosed that you identified a “material weakness” regarding your internal
controls including interpretation and implementation of accounting principles
in unique non-recurring transactions, specifically in your recent acquisition
of Vidus and in certain contracts. Please

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expand your disclosure to
describe the factors you considered in determining that your disclosure
controls and procedures were effective as of March 31, 2005 despite this material
weakness.

As
requested, the disclosure regarding management’s evaluation of the Company’s
disclosure controls and procedures has been revised in Part I, Item 4,
Controls and Procedures, of the 10-Q Amendment.

6.                    Please
augment your disclosure to better identify the material weakness in your
internal controls over financial reporting. Please describe in reasonable
detail what you mean in by reference to “certain significant customer
contracts.” Further, revise to describe what “unique non-recurring transactions”
you are referencing and the how does the material weakness relate to the Vidus
transaction?

As
requested, the Company has augmented its disclosure relating to the material
weakness in its internal controls over financial reporting in Part I, Item
4, Controls and Procedures, of the 10-Q Amendment.

The
material weakness concerned the Company’s interpretation and implementation of
various complex accounting principles in the area of unique non-recurring
transactions, specifically (a) its recent acquisition of Vidus and (b) certain
significant customer contracts.

With
respect to the Vidus acquisition, the complex accounting principles included (i) accounting
for acquisition and integration costs incurred by Vidus as a result of its
acquisition by the Company, (ii) the valuation of Vidus’ deferred revenue,
(iii) revenue recognition of a pre-existing customer contract and (iv) deferred
tax liability, asset and valuation allowance. The phrase “certain significant
customer contracts” refers to the pre-existing Vidus customer contract
described in clause (iii) above and a customer contract to provide the
Company’s mobile resource management solutions, which included more complex
contractual elements than are typically found in its customer agreements. The
material weakness related to these transactions including the process of
determining the proper accounting to be applied to activities occurring under
the agreements and, with respect to the Vidus acquisition, certain estimates
and assumptions.

With respect to such unique non-recurring transactions, the
Company performed additional analysis relating to accounting for such
agreements in the context of preparing its financial statements. After
dialogues with its independent registered public accountants and independent
valuation specialists, the Company revised its accounting treatment and
conclusions and estimates and made adjustments to the balances that the Company
ultimately used in preparing its financial statements. Upon a determination
that it was appropriate to make such adjustments, the Company concluded that it
had a material weakness in its internal control over financial reporting.

7.                    Please
revise to describe the events surrounding the determination that your internal
control deficiency constituted a material weakness, including who identified
the weakness, and when the material weakness first began. Further, expand your
disclosure to explain this reference to expanding external consulting expertise
and describe any other material remedial actions taken after you determined you
had a material weakness. Please include dates of corrective actions, if
available and any material costs associated therewith. Finally, advise as to
future actions that will be taken to further remediate the weakness, when they
are to occur, and any material costs associated therewith.

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As
requested, the Company has revised its disclosure relating to the material
weakness in its internal controls over financial reporting in Part I, Item
4, Controls and Procedures, of the 10-Q Amendment.

As part
of the Company’s first quarter 2005 closing process and assessment of internal
control over financial reporting, the Company identified an internal control
deficiency that constituted a “material weakness,” as defined by the Public
Company Accounting Oversight Board Auditing Standard No. 2. The material
weakness commenced during the first quarter of 2005.

After March 31, 2005 and before the filing of the
Report, the Company commenced implementation of a remediation plan to
supplement its existing processes to (a) identify internally unique
non-recurring transactions occurring during the quarter and (b) assess the
accounting treatment to be used in connection with such transactions. These
supplemental elements include (a) additional internal reviews of the
underlying transactions and related accounting conclusions and (b) the use
of external consulting expertise to provide additional advice relating to the
Company’s accounting interpretations. The phrase “external consulting expertise”
means that the Company would engage the services of an independent registered
public accounting firm or third party with appropriate accounting knowledge and
expertise.

To date,
the Company has not incurred, nor does it expect to incur in the future, any
material costs in connection with the remediation plan.

8.                    It
appears from your disclosure that there were changes in your internal controls
over financial reporting during the relevant period. See Item 308(c) of
Regulation S-K. Please unambiguously state, if true, that there were changes to
your internal controls over financial reporting. See also Q.5 of Management’s
Report on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, Frequently Asked Questions, as
revised October 6, 2004.

The
Company has revised its disclosure as requested. The Company confirms that
there were no changes to its internal controls over financial reporting during
the relevant period.

Any comments or questions with respect to the SEC
Comment Letter contained herein should be directed to my attention by phone at
(650) 233-8467 or by fax at (650) 324-0638.

  Sincerely,

  /s/ Amy E. Paye

  Amy E. Paye

  cc:

  Mark B. Weeks (Heller
  Ehrman LLP)

  Kristen D. Kercher
  (Heller Ehrman LLP)

  James D. Fay (@Road, Inc.)

  Jeffrey Li (@Road, Inc.)

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