SecProbe.io

CORRESP
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  September 9, 2005

  Amy E. Paye

  amy.paye@hellerehrman.com

  Main +1.650.324.7000

  Fax +1.650.324.0638

  06265.0055

U.S.
Securities and Exchange Commission

Division of
Corporate Finance

100 F Street,
N.E.

Washington,
D.C. 20549

Attn: Adam
Halper

  Re:

  @Road, Inc.

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

  File No. 0-31511

Dear Mr. Halper:

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 September 8,
2005 (the “SEC Comment Letter”) regarding the above referenced Form 10-Q/A
for the quarter ended March 31, 2005 (the “Form 10-Q/A”) of
@Road, Inc. (“@Road” or the “Company”).  Further to our conversation on September 8,
2005, we are delivering this letter to you to supplementally respond to the
comments 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 10-Q/A for quarter ended March 31, 2005

Controls and Procedures, page 3

1.             We refer you to comment 5 of our
letter dated June 1, 2005.  Please
expand your disclosure concerning your disclosure controls and procedures to
discuss the specific factors that influenced the determination that despite
your identified material weakness in internal controls over financial
reporting, your disclosure controls and procedures were effective as of March 31,
2005.

The
Company respectfully submits that, as previously disclosed in the Form 10-Q/A,
the Company considered a number of factors in determining that its disclosure
controls and procedures were effective as of March 31, 2005
notwithstanding the material weakness in internal control over financial
reporting that is described in detail in the Form 10-Q/A.  In evaluating these factors, the Company
considered the primary purpose of its disclosure controls and procedures:  to ensure that both material non-financial
information as well as financial information required to be disclosed by the
Company in its reports filed or submitted under the Securities Exchange Act of
1934, as amended,  is
recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms.    Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.  With respect to the material weakness in internal control over financial
reporting, the Company considered how the material weakness came to the
attention of the Company, how the

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Company responded and its impact, if
any, on the Company’s reports previously filed or submitted under the Exchange
Act.

For
example, the Company considered the fact that the material weakness and the related
revisions to the accounting treatment were identified during the Company’s
quarter-end close process and communicated to the Company’s disclosure
committee, its principal executive and financial officers and the Audit
Committee during the ordinary course of the preparation of the public
disclosures of the Company’s first quarter financial results and specifically,
prior to any report that was filed with or submitted to the Commission.  Furthermore, the Company considered the fact
that these recipients then reviewed and processed the information about the material
weakness and collaborated with the Company’s finance department to evaluate the
data further.   Moreover, the Company
considered the fact that its previously filed and submitted reports, including
filed financial statements, would not be impacted by or require revision or
restatement as a result of the revisions to the accounting treatment arising
from the material weakness because the revisions to the accounting treatment
were made within the time period specified by the Commission’s rules and
forms.

Based
on its evaluation, the Company determined that its disclosure controls and
procedures were effective as of March 31, 2005 in enabling the Company to
identify the material non-financial and financial information required to be
disclosed by the Company in its reports filed or submitted under the Exchange
Act.

If
in future reports, the Company were to conclude that it had a material weakness
in its internal control over financial reporting, the Company agrees to
disclose in such reports filed with the Commission a more detailed explanation
of the facts that the Company considered in determining the effectiveness of
its disclosure controls and procedures.

Exhibits

2.             We note you have not filed exhibits
pursuant to Item 601(b)(32) of Regulation S-K with your amended Form 10-Q.
Please revise.

The Company respectfully submits that the Company did not
file financial statements with the Form 10-Q/A and, as a result, the
Company does not believe that it is required to file the exhibits pursuant to
Item 601(b)(32) of Regulation S-K with the Form 10-Q/A.

Any
comments or questions with respect to the Company’s response 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.

  Very truly yours,

  /s/ 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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