SecProbe.io

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 INSEEGO CORP.

 9710 Scranton Road, Suite 200

 San Diego, CA 92121

 April 6, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Eranga Dias

 Re: Inseego Corp.

 Registration Statement on Form S-3

 Filed March 30, 2026

 File No. 333-294745

 Ladies and Gentlemen:

 Inseego Corp. (the "Company") hereby requests that the
effective date of the Company's Registration Statement on Form S-3 (File No. 333-294745), be accelerated under Rule 461 of the Securities
Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern time, on Wednesday, April 8, 2026, or as soon thereafter
as practicable.

 Once the Registration Statement has been declared effective, please
contact our counsel, Jason Simon, Esq. of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that event or if you have any questions
or require additional information regarding this matter.

 Sincerely,

 INSEEGO CORP.

 By:	 /s/ Steven Gatoff

 Name: Steven Gatoff

 Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           April 3, 2026

Juno Sarvikas
Chief Executive Officer
INSEEGO CORP.
9710 Scranton Road, Suite 200
San Diego, California 92121

       Re: INSEEGO CORP.
           Registration Statement on Form S-3
           Filed March 30, 2026
           File No. 333-294745
Dear Juno Sarvikas:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Eranga Dias at 202-551-8107 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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INSEEGO
CORP.

9710 Scranton Road, Suite 200

San Diego, CA 92121

December 23, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Eranga Dias

 Re: Inseego Corp.

Registration Statement on Form S-1

    Filed December 19, 2024

    File No. 333-283913

Ladies and Gentlemen:

Inseego Corp. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-283913), be accelerated
under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern time, on Monday,
December 30, 2024, or as soon thereafter as practicable.

Once the Registration Statement
has been declared effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that
event or if you have any questions or require additional information regarding this matter.

    Sincerely,

    inseego corp.

    By:
        /s/ Steven Gatoff

    Name: Steven Gatoff

    Title: Chief Financial Officer

December 23, 2024
Philip Brace
Chief Executive Officer
INSEEGO CORP.
9710 Scranton Road, Suite 200
San Diego, California 92121
Re:INSEEGO CORP.
Registration Statement on Form S-1
Filed December 19, 2024
File No. 333-283913
Dear Philip Brace:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
May 8, 2024
Steven Gatoff
Chief Financial Officer
Inseego Corp.
9710 Scranton Road, Suite 200
San Diego, CA 92121
Re:Inseego Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-38358
Dear Steven Gatoff:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Via EGDAR

May 6, 2024

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attn: Jeffrey Gordon and Anne McConnell

  Re:
  Re: Inseego Corp.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed February 21, 2024

Response dated April 17, 2024

File No. 001-38358

Dear Mr. Gordon and Ms. McConnell:

On behalf of Inseego Corp. (the “Company”), this letter
responds to the comment issued by the staff of the Division of Corporate Finance, Office of Manufacturing (the “Staff”) of
the U.S. Securities and Exchange Commission (“Commission”) in a letter dated April 23, 2024 regarding to the Company’s
response to the Staff’s comment letter dated April 9, 2024 relating to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 and Current Report on Form 8-K that was furnished with the Commission on February 21, 2024 (the “Form
8-K”). For your convenience, the Staff’s comment is included in this letter and is followed by the response of the Company.

Form 8-K filed on February 21, 2024

Exhibit 99.1, page 1

We have reviewed your response to prior comment 2. It appears
to us that managing inventory levels is an integral aspect of your business; as such, it continues to appear to us your non-GAAP adjustments
for "inventory adjustment - E&O and contract manufacturer liability" and "write-off of capitalized inventory fees"
represent normal operating expenses necessary to operate your business and are not consistent with the guidance in Question 100.01 of
the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future
filings to no longer exclude these adjustments from any non-GAAP performance measure.

The Company acknowledges the Staff’s comment and will not exclude
these adjustments from any non-GAAP performance measure for future periods.

If you have any questions with regard to the Company’s responses
or would like to discuss any of the matters covered in this letter, please contact the undersigned at (858) 812-3415.

Sincerely,

/s/ Steven Gatoff

Steven Gatoff

Chief Financial Officer

United States securities and exchange commission logo
April 23, 2024
Steven Gatoff
Chief Financial Officer
Inseego Corp.
9710 Scranton Road, Suite 200
San Diego, CA 92121
Re:Inseego Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 8-K filed February 21, 2024
Response dated April 17, 2024
File No. 001-38358
Dear Steven Gatoff:
            We have reviewed your April 17, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 9, 2024 letter.
Form 8-K filed on February 21, 2024
Exhibit 99.1
1.We have reviewed your response to prior comment 2. It appears to us that managing
inventory levels is an integral aspect of your business; as such, it continues to appear to us
your non-GAAP adjustments for "inventory adjustment - E&O and contract manufacturer
liability" and "write-off of capitalized inventory fees" represent normal operating
expenses necessary to operate your business and are not consistent with the guidance in
Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Please revise future filings to no
longer exclude these adjustments from any non-GAAP performance measure.

 FirstName LastNameSteven Gatoff
 Comapany NameInseego Corp.
 April 23, 2024 Page 2
 FirstName LastName
Steven Gatoff
Inseego Corp.
April 23, 2024
Page 2
            Please contact Jeff Gordon at 202-551-3866 or Anne McConnell at 202-551-3709 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Via EDGAR

April 17, 2024

Securities and Exchange Commission

Division of Corporate
Finance

Office of Manufacturing

100 F Street, NE

Washington,
DC 20549

Attn: Jeffrey Gordon and Anne McConnell

  Re:
  Re: Inseego Corp.

  Form 10-K for the Fiscal Year Ended December 31, 2023

  Form 8-K filed February 21, 2024

  File No. 001-38358

Dear Mr. Gordon and Ms. McConnell:

On behalf of Inseego Corp. (the “Company”),
this letter responds to the comments issued by the staff of the Division of Corporate Finance, Office of Manufacturing (the “Staff”)
of the U.S. Securities and Exchange Commission (“Commission”) in a letter dated April 9, 2024 relating to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) and Current Report on Form 8-K that
was furnished with the Commission on February 21, 2024 (the “Form 8-K”). For your convenience, the Staff’s comments
are included in this letter, and each comment is followed by the response of the Company. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings ascribed to them in the Form 10-K and the Form 8-K, as applicable.

Form 8-K filed on February 21, 2024

Exhibit
99.1, page 1

1.
We note you present the non-GAAP measure, Adjusted EBITDA, but do not present the most directly comparable GAAP measure, Net loss,
with equal or greater prominence. For each non-GAAP financial measure you present, please present the most directly comparable GAAP measure
with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s comment
and will present the most directly comparable GAAP measure with equal or greater prominence to each non-GAAP financial measure it presents
in all future filings.

2.
We note you present several non-GAAP measures that include adjustments for "inventory adjustment - E&O and contract manufacturer
liability" and "write-off of capitalized inventory fees". It appears these non-GAAP adjustments related to inventory represent
normal operating expenses necessary to operate your business and are not consistent with the guidance in Question 100.01 of the Division
of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future filings to no
longer exclude these adjustments from any non-GAAP performance measure or explain why you believe the adjustments are appropriate.

The Company acknowledges that under most circumstances,
inventory adjustments are normal and recurring. In fact, the Company respectfully advises the Staff that the Company has historically
not included adjustments for inventory related items in its non-GAAP measures.

      1

April 17, 2024

Page 2

With regard to the adjustments that were made in 2023, the
Company considered the guidance in Question 100.01 and believes that the adjustments made were appropriate as the adjustments were
neither normal nor recurring. The Company also believes that, leaving the charge in Adjusted EBITDA would have been potentially
misleading to investors as to the underlying results for the period.

To provide background to the Company’s individual facts and
circumstances (as required under Question 100.01) the Company notes that for the majority of its over 20 year existence as a public company
(including its predecessor company, Novatel Wireless), it has relied on producing mobile hotspots through contract manufacturers for
substantially all of its revenue. During recent years, demand for the Company’s products was impacted by significant societal and
technological shifts. As an example, the COVID pandemic initially significantly increased demand for mobile hotspots, then demand for
certain of the Company’s products declined from this peak as the economy and the markets the Company participates in went through
a period of shutdown, then work from home, then return to office, all while dealing with global supply chain issues. To illustrate the
impact of these changes to the Company, note that the Company’s revenue increased from $219 million in 2019 to $314 million in
2020, a 43% increase. In 2023, the Company’s revenue was $196 million, a 37% decrease from 2020. As is required under GAAP the
Company monitors its inventory for excess and obsolescence and during 2023, as a result of the factors described above and decreases
in the Company’s sales forecasts that occurred during 2023, the Company concluded that it needed to take a significant charge to
its on-hand inventory and to record liabilities related to purchase orders placed with its contract manufacturers. The total expense
taken for these items during the third and fourth quarters of 2023 was approximately $17 million.

And so accordingly, in preparing the Company’s 8-K filing filed
on February 21, 2024, the Company concluded that in order to make Adjusted EBITDA and other non-GAAP metrics meaningful to investors,
it should exclude the one-time charges related to the adjustments described above as the adjustments were not normal (as they resulted
from the significant changes noted above), and they were not recurring (as they relate to the Company’s strategic changes as a
result of those changes and will not recur in the future). For future filings, the Company intends to:

 (a) not adjust Adjusted EBITDA for normal and recurring inventory related items in future filings (consistent
with its historical practice)

 (b) continue to show the adjustments described above related to 2023 in its comparative non-GAAP reconciliations,
and

 (c) include enhanced disclosure around why the charges were adjusted for in the Company’s future
8-Ks that include the 2023 information as the comparative period. The disclosure will be substantially similar to the following:

(*) The inventory-related expenses shown above are a reconciling
item when calculating Adjusted EBITDA as the Company believes these adjustments are neither normal nor recurring. Ongoing inventory-related
adjustments, including those in the current period, are included in Adjusted EBITDA.

If you have any questions with regard to the Company’s
responses or would like to discuss any of the matters covered in this letter, please contact the undersigned at (858) 812-3415.

Sincerely,

/s/ Steven Gatoff

Steven Gatoff

Chief Financial Officer

United States securities and exchange commission logo
April 9, 2024
Steven Gatoff
Chief Financial Officer
Inseego Corp.
9710 Scranton Road, Suite 200
San Diego, CA 92121
Re:Inseego Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 8-K filed February 21, 2024
File No. 001-38358
Dear Steven Gatoff:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K filed on February 21, 2024
Exhibit 99.1, page 1
1.We note you present the non-GAAP measure, Adjusted EBITDA, but do not present the
most directly comparable GAAP measure, Net loss, with equal or greater prominence.
For each non-GAAP financial measure you present, please present the most
directly comparable GAAP measure with equal or greater prominence as required by Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
2.We note you present several non-GAAP measures that include adjustments for "inventory
adjustment - E&O and contract manufacturer liability" and "write-off of capitalized
inventory fees". It appears these non-GAAP adjustments related to inventory represent
normal operating expenses necessary to operate your business and are not consistent
with the guidance in Question 100.01 of the Division of Corporation Finance's
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please

 FirstName LastNameSteven Gatoff
 Comapany NameInseego Corp.
 April 9, 2024 Page 2
 FirstName LastName
Steven Gatoff
Inseego Corp.
April 9, 2024
Page 2
revise future filings to no longer exclude these adjustments from any non-GAAP
performance measure or explain why you believe the adjustments are appropriate.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 9605 Scranton Road, Suite 300

San Diego, California 92121

August 14, 2019

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attn: Joshua Shainess

Re:

Inseego Corp.

Registration Statement on Form S-3, Filed August 9, 2019

File No. 333-233206 (the “Registration Statement”)

 Dear Mr. Shainess:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Inseego Corp. (the “Company”)
hereby requests acceleration of the effectiveness of the Registration Statement to 5:00 p.m. (Eastern Time) on August 19, 2019, or as soon thereafter as practicable.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Teri
O’Brien of Paul Hastings LLP, by telephone at (858) 458-3031 or by email at teriobrien@paulhastings.com. The Company hereby authorizes Ms. O’Brien to orally modify or withdraw this request for
acceleration.

Sincerely,

INSEEGO CORP.

By:

 /s/ Dennis Calderon

Dennis Calderon

Corporate Secretary and Vice President of Legal Affairs

 cc: Teri O’Brien, Paul Hastings LLP

August 13, 2019
Dan Mondor
Chief Executive Officer
Inseego Corp.
12600 Deerfield Parkway, Suite 100
Alpharetta, GA 30004
Re:Inseego Corp.
Registration Statement on Form S-3
Filed August 9, 2019
File No. 333-233206
Dear Mr. Mondor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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CORRESP

 9605 Scranton Road, Suite 300

San Diego, California 92121

 May 15,
2019

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Joshua Shainess

Re:
 Inseego Corp.
Registration Statement on Form S-3, Filed
May 10, 2019
File No. 333-231350 (the “Registration Statement”)

Dear Mr. Shainess:

 In accordance with Rule 461
promulgated under the Securities Act of 1933, as amended, Inseego Corp. (the “Company”) hereby requests acceleration of the effectiveness of the Registration Statement to 5:00 p.m. (Eastern Time) on May 17, 2019, or as
soon thereafter as practicable.

 It would be appreciated if, promptly after the Registration Statement has become effective, you would so
inform our outside counsel, Teri O’Brien of Paul Hastings LLP, by telephone at (858) 458-3031 or by email at teriobrien@paulhastings.com. The Company hereby authorizes Ms. O’Brien to orally
modify or withdraw this request for acceleration.

Sincerely,

INSEEGO CORP.

By:

/s/ Dennis Calderon

Dennis Calderon

Corporate Secretary and Vice President of Legal Affairs

cc:
 Teri O’Brien, Paul Hastings LLP

May 13, 2019
Stephen Smith
Chief Financial Officer
Inseego Corp.
12600 Deerfield Parkway, Suite 100
Alpharetta, GA 30004
Re:Inseego Corp.
Registration Statement on Form S-3
Filed May 10, 2019
File No. 333-231350
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

February 6, 2019
Stephen Smith
Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, CA 92121
Re:Inseego Corp
Form 10-K for the Year Ended December 31, 2017
Filed March 16, 2018
File No. 001-38358
Dear Mr. Smith:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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		Document

FOIA CONFIDENTIAL TREATMENT REQUESTED

PURSUANT TO 17 C.F.R. § 200.83

December 14, 2018

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Washington, DC 20549

Attention:

 Kathryn Jacobson

Robert S. Littlepage

Re:

 Inseego Corp.

Form 10-K for the Year Ended December 31, 2017

Filed March 16, 2018

Form 10-Q for the Quarter Ended September 30, 2018

Filed November 8, 2018

Response Dated November 1, 2018

File No. 001-38358

Ladies and Gentlemen:

Inseego Corp., a Delaware corporation (“Inseego,” the “Company,” “we” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated November 15, 2018, with respect to the Company’s financial statements and related disclosures on Form 10-K for the fiscal year ended December 31, 2017 (“2017 Form 10-K”), filed March 16, 2018, and on Form 10-Q for the quarter ended September 30, 2018, filed November 8, 2018, and our response letter to the Staff, dated November 1, 2018.

Certain confidential portions of this letter have been omitted by means of redacting a portion of the text and replacing it with “[***]”. Pursuant to the provisions of 17 C.F.R. §200.83, the Company has separately submitted a copy of this letter containing the redacted portions of this letter to the Staff and has requested confidential treatment for those redacted portions.

Below are the Company’s responses. For the convenience of the Staff, we have repeated each of the Staff’s comments before its corresponding response.

1

Form 10-Q for the Quarter Ended September 30, 2018

Notes to Condensed Consolidated Financial Statements

10. Commitments and Contingencies, page 19

1.

 We note your response to comment three. Please help us to better understand your response by separately addressing each bullet below.

•

 Tell us in more detail the nature of the misrepresentations allegedly made by the RER shareholders during the due diligence process, as claimed in your lawsuit.

RESPONSE:

The misrepresentations allegedly made by the former stockholders of R.E.R. Enterprises, Inc. (“RER”) during the due diligence process in early 2015 that were the basis for the lawsuit focused primarily on [***].  The alleged misrepresentations included statements that:  [***].  In addition, the former stockholders of RER (the “Sellers”) represented that [***] were significant motivators for the Company to complete the acquisition in March 2015.

The Agreement and Plan of Merger, dated March 27, 2015, by and among Novatel Wireless, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Duck Acquisition, Inc., RER, the Sellers and Ethan Ralston, as the representative of the Sellers (the “Merger Agreement”), included $9.3 million of cash consideration paid at the acquisition date, the issuance of $15 million in Company stock due in March 2016 and up to $25 million in earn-out payments that were based on revenue targets that were specifically designed to align with the representations that the Sellers had made about [***].  As the earn-out payments were contingent upon continued employment with RER by certain Sellers, the earn-out payments were not treated as purchase consideration, but were expensed as compensation when they were determined to be estimable and probable.  When the Merger Agreement was amended in January of 2016 (as amended, the “Amended Merger Agreement”), the $15 million of deferred consideration originally due in March 2016 was replaced with cash payments to be made over a four-year period and the existing earn-out payments were replaced with fixed amounts payable over a four-year period, subject to the continued employment of Ethan Ralston, one of the Sellers.

* Confidential Treatment Requested by Inseego

2

Following the acquisition, it became apparent that [***].

•

 Tell us how you considered these allegations in determining whether you were required to record, in subsequent periods, an impairment charge for assets that were included in the original purchase price allocation. In this regard, we note you indicate in your response that the RER stockholders misrepresented facts about the business’s customer base, ownership of intellectual property, entry into certain contracts and anticipated future revenues. You also alleged that such misrepresentations had the effect of inducing the Company to consummate the acquisition.

RESPONSE:

In response to the Staff’s comment, we respectfully submit that we have followed all applicable accounting guidance for impairment testing of our acquired goodwill, intangible and other long-lived assets resulting from the RER acquisition in accordance with ASC 350 “Intangibles - Goodwill and Other” (“ASC 350”) and ASC 360-10 “Impairment and Disposal of Long-Lived Assets” (“ASC 360”).

In accordance with ASC 360, and as disclosed in our 2017 Form 10-K, we periodically evaluate the carrying value of the unamortized balances of our long-lived assets, including property, plant and equipment, rental assets and intangible assets, which requires us to make assumptions and judgments regarding the fair value of these assets.  We consider assets to be impaired if the carrying value may not be recoverable based upon our assessment of the following events or changes in circumstances:  the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the asset; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends.  Our assessment includes comparing the carrying amounts of long-lived assets to their associated undiscounted expected future cash flows, which are determined using an expected cash flow model. This model requires estimates of our future revenues, profits, capital expenditures, working capital and other relevant factors. We estimate these amounts by evaluating our historical trends, current budgets, operating plans and other industry data. If the assets are considered to be impaired, the impairment charge recognized is the amount by which the asset’s carrying value exceeds its estimated fair value.

* Confidential Treatment Requested by Inseego

3

In the third quarter of 2016, based on certain indicators of possible impairment concerning FW’s developed technology product portfolio, the Company, with the assistance of a third-party valuation expert, performed an interim impairment test on those assets which included updated key assumptions from the assumptions used in the initial valuation performed at the time of acquisition to reflect technology and products, including those relating to the [***].  Based on the results of the interim test, the Company recorded an impairment loss related to FW’s long-lived assets of approximately $2.6 million for the quarterly period ended September 30, 2016.

As noted above, [***].  We also updated our full year 2017 projections for FW which were meaningfully lower than previously forecasted.  We viewed these actions as triggering events and, in accordance with ASC 360, tested FW’s definite-lived intangibles for possible impairment.  In connection with this ASC 360 test, we again engaged the same third-party valuation expert that assisted us with our initial purchase analysis and valuation of the intangible assets for FW as of the March 2015 acquisition date and assisted us with the developed technology impairment analysis in the third quarter of 2016.  The valuation expert engaged by the Company is a national valuation firm with recognized experts leading their practice.

As required by ASC 360, the test of recoverability for FW’s definite-lived intangibles requires the Company to group long-lived assets at the lowest level for which there are identifiable cash flows that are “largely independent of the cash flows of the other assets or liabilities.”  The required undiscounted cash flow test indicated that the future cash flows of the assets were substantially greater than their carrying values. As such, no impairments were identified or recorded related to FW’s definite-lived assets.  One factor that may have contributed to this result is that, despite the Sellers’ representations regarding the [***] for FW, Company management had developed and used, in calculating the acquisition-date valuations of FW’s definite-lived assets, its own estimates for the revenue and gross margin growth in its original projections, which in management’s opinion reflected its best estimate of the likely future results.

In addition to the ASC 360 testing, we also performed our annual testing of our indefinite-lived assets, including goodwill, for impairment in October 2016.  Based upon that testing, which included a “Step Two” test as required by ASC 350 and took into account numerous factors including the [***] the Company determined that there was no impairment of FW’s goodwill at that date.

During the fourth quarter of 2017, while the litigation with the Sellers was pending, the Company implemented the new guidance in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment and performed its second annual impairment testing of FW’s goodwill, utilizing the same third-party expert.  Based on that analysis, the Company determined that there was no impairment of FW’s goodwill at that date.

To the Company’s knowledge, there were no additional factors at the time of the settlement agreement that were indicative of additional impairment that had not been previously considered by the Company and recorded. Indeed, FW’s operating results and margins had improved due to the Company’s ability to cut operating costs.

* Confidential Treatment Requested by Inseego

4

•

 Regarding the negotiation of the settlement, tell us in detail how the claims made in the lawsuit impacted the determination of the settlement amount.

RESPONSE:

The claims made in the lawsuit, and the counterclaims made by the Sellers, did not have any direct or specific correlation to the determination of the ultimate settlement amount.  When the Company filed the lawsuit against the Sellers in May 2017 amounts unpaid under the Amended Merger Agreement totaled approximately $21,099,000 (approximately $11,250,000 of remaining deferred purchase liability and approximately $9,849,000 of remaining earn-out liability).  The Company’s lawsuit requested rescission of the acquisition and repayment of all prior purchase and earn-out consideration.  The Sellers countersuit requested immediate payment of the entire approximately $21,099,000 amount due.  In the end, the negotiation of the final settlement amount did not specifically address any of the elements of the Company’s original claim or the counterclaims made by the Sellers.

The Company’s offer to settle the remaining obligations for an aggregate of approximately $4,000,000 in cash and stock payments over a two-year period was largely driven by its ability to pay such amount, given its limited cash position and restrictions in its secured credit facility, together with its desire to avoid the substantial cost and uncertainty associated with a lawsuit of this nature. Presumably, the Sellers were willing to accept the finally agreed settlement consideration in light of similar considerations, coupled with the risk that the Company could succeed at trial and hold the Sellers liable for damages, which had not been determined at that time.

Ultimately, the settlement amount was arrived at by agreement of the parties as an intersection of the amount the Company was willing and able to pay to resolve the matter and the amount the Sellers were willing to accept to resolve the matter.

•

 Considering the nature of the allegations and the reduction in the purchase price, explain to us why the legal settlement did not have a clear and direct link to the purchase price.

RESPONSE:

The settlement resulted in a reduction of the remaining liability owed to the Sellers but it was not considered by the parties to be a change or recharacterization of any amount or element of the purchase consideration or of any factor that was used for calculating the purchase price.  The settlement offer was driven by the Company’s goals of reducing or eliminating its remaining liability under the terms of the Amended Merger Agreement, and determining acceptable consideration payable to the Sellers that would enable the Company to avoid the substantial cost and uncertainty associated with a lawsuit of this nature.  The settlement agreement did not address any elements that would have a clear and direct link to the purchase price and did not even differentiate which portion of the final settlement amount, if any, related to the extinguishment of the liabilities associated with the deferred purchase price, as opposed to the unpaid liabilities associated with the earn-out amounts. As described above, the settlement amount was simply the intersection of the amount the Company was willing and able to pay to resolve the matter and the amount the Sellers were willing to accept to resolve the matter.

5

We believe that our experience in settling the litigation with the Sellers was consistent with the published guidance of several national accounting firms with respect to the appropriate accounting for litigation-related settlement agreements, including guidance published by PricewaterhouseCoopers LLP, in particular, Section 9.4.7.2 of the business combinations and noncontrolling interests guide (December 2017) which stated, in part, that “litigation between the acquirer and the acquiree asserting that one party misled the other party as to the value of the acquiree or that a provision of the acquisition agreement is unclear is not the type of litigation that establishes a clear and direct link to the acquisition price”.

For all of the above reasons, we respectfully submit to the Staff that the amount of the final litigation settlement did not have a clear and direct link to the purchase price.

****

We trust the above comments are responsive to the questions raised by the Staff. We would be pleased to answer any further questions on these issues which the Staff may have and, if necessary, to meet with them. Please direct any questions regarding the Company’s responses to me or Stephen Smith at (858) 812-3400.

Sincerely,

INSEEGO CORP.

/s/ Dennis Calderon

By: Dennis Calderon

Corporate Secretary and Vice President of Legal Affairs

cc:

 Stephen Smith, Chief Financial Officer

Teri O’Brien, Paul Hastings LLP

6

November 15, 2018
Stephen Smith
Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, CA 92121
Re:Inseego Corp
Form 10-K for the Year Ended December 31, 2017
Filed March 16, 2018
Form 10-Q for the Quarter Ended September 30, 2018
Filed November 8, 2018
Response Dated November 1, 2018
File No. 001-38358
Dear Mr. Smith:
            We have reviewed your November 1, 2018 response to our comment letter and have the
following comment.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarter Ended September 30, 2018
Notes to Condensed Consolidated Financial Statements
10. Commitments and Contingencies, page 19
1.We note your response to comment three.  Please help us to better understand your
response by separately addressing each bullet below.
•Tell us in more detail the nature of the misrepresentations allegedly made by the RER
shareholders during the due diligence process, as claimed in your lawsuit.
•Tell us how you considered these allegations in determining whether you were
required to record, in subsequent periods, an impairment charge for assets that were

 FirstName LastNameStephen Smith
 Comapany NameInseego Corp.
 November 15, 2018 Page 2
 FirstName LastName
Stephen Smith
Inseego Corp.
November 15, 2018
Page 2
included in the original purchase price allocation.  In this regard, we note you indicate
in your response that the RER stockholders misrepresented facts about the business’s
customer base, ownership of intellectual property, entry into certain contracts and
anticipated future revenues.  You also alleged that such misrepresentations had the
effect of inducing the Company to consummate the acquisition.
•Regarding the negotiation of the settlement, tell us in detail how the claims made in
the lawsuit impacted the determination of the settlement amount.
•Considering the nature of the allegations and the reduction in the purchase price,
explain to us why the legal settlement did not have a clear and direct link to
the purchase price.

            You may contact Kathryn 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.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
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CORRESP

 November 1, 2018

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Telecommunications

 100 F Street, N.E.

 Washington, DC 20549

 Attention:       Kathryn Jacobson

    Robert Littlepage

Re:
 Inseego Corp.

Form 10-K for the Year Ended December 31, 2017

Filed March 16, 2018

Form 10-Q for the Quarter Ended June 30, 2018

Filed August 8, 2018

File No. 001-38358

Ladies and Gentlemen:

 Inseego Corp., a
Delaware corporation (“Inseego,” the “Company,” “we” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission,
dated September 27, 2018, with respect to the Company’s financial statements and related disclosures on Form 10-K for the fiscal year ended December 31, 2017 (“2017 Form 10-K”), filed March 16, 2018, and on Form 10-Q for the quarter ended June 30, 2018 (“2018 Form
10-Q”), filed August 8, 2018.

 Below are the Company’s responses. For the
convenience of the Staff, we have repeated each of the Staff’s comments before its corresponding response.

 Form
10-Q for the Quarter Ended June 30, 2018

 Note 1. Basis of Presentation

Contracts with Customers, page 9

1.
 We note you state that the Company does not offer price concessions and does not accept payment that is less
than the price stated in the purchase order. However, we also note on pages 28 and 29 that you attribute the decline in revenues from Enterprise SaaS solutions “due to price concessions related to signing multi-year deal with key
customers.” Also, on page 47 of your Form 10-K, you disclose that you have granted price protection to certain customers in accordance with their respective contracts and additionally provide cooperative
advertising allowances to certain customers. Please clarify your disclosure and advise us.

 In addition, if applicable please explain to us how you account for variable consideration,
including but not limited to price concessions and cooperative advertising allowances, when determining the transaction price. In your response, please address:

•

 each specific circumstance that causes variability in the consideration;

•

 how you estimate variable consideration; and

•

 your basis for concluding that it is probable a significant revenue reversal will not occur. Refer to ASC 606-10-32-11.

RESPONSE:

 In response to the
Staff’s comment, the Company confirms that our disclosure, in Note 1. Basis of Presentation - Contracts with Customers - on page 9 of the 2018 Form 10-Q, reflects an accurate statement since,
historically, it has not been the Company’s practice or policy to offer price concessions or to accept payment that is less than the price explicitly stated in the customer contract or purchase order.

The language on page 29, in which we attribute the decline in revenues from Enterprise SaaS solutions to “price concessions related to
signing multi-year deals with key customers”, refers to a new contract entered into with a key customer since the prior contract had expired. The new contract was for a multi-year commitment which included lower prices as compared to the
previously expired contract.

 In order to avoid any confusion, in future filings, we will describe any similar negotiated new contracts as
such and not as price concessions.

 Our disclosure in the 2017 Form 10-K regarding price
protection offered to certain customers referred to the fact that certain key customers have standard “most-favored-nation” pricing clauses included in their contracts, which could result in a price adjustment only in the event that the
Company sold the same product at a lower price, which is not currently and has not historically been the Company’s business practice.

The Company respectfully acknowledges the Staff’s comment and has reviewed the guidance in ASC 606, Revenue from Contracts with
Customers. Virtually all of the Company’s revenue arrangements include fixed prices and have no history of being affected by contingent events that could impact the transaction price. As stated above, the Company does not accept payments
that are less than the prices stated in the contract or purchase order.

 The Company has no significant history but has, in rare
instances, entered into cooperative advertising agreements which would qualify as ‘variable consideration’ under ASC 606, Revenue from Contracts with Customers. For the fiscal periods ended December 31, 2017 and June 30,
2018, the Company did not have any cooperative advertising activity and consequently there were no related amounts recognized as a reduction to the transaction price. The Company will follow the guidance on variable consideration in ASC 606-10-32-11 for any future cooperative advertising agreements the Company might enter into.

 SaaS and Other Services, page 9

2.
 Please identify for us the services provided under your SaaS arrangements (i.e., implementation services,
post-contract customer support, minimum service level commitments, customer options that provide material rights, etc.) and your basis for concluding that they “include a single performance obligation comprised of a series of distinct
services” as you stated on page 10 of this filing. Refer to ASC 606-10-25-19 through 22.

RESPONSE:

 The Company provides
the following supplemental information related to the services provided under the Company’s SaaS arrangements, and the factors that the Company considered in determining that these subscription services should be accounted for as a single
performance obligation.

 The Company’s SaaS arrangements consist of various subscription service offerings to gain access to the
Company’s telematics platform, which provides asset and vehicle tracking and performance information, or to gain access to the Company’s Device Management System (DMS), a subscription based offering that helps organizations manage the
selection, deployment and spend of their customers’ wireless assets, aimed at enterprise-wide cost optimization of wireless assets. DMS has historically represented less than ten percent of the Company’s SaaS revenues.

Subscription services to be provided are agreed upon at the initiation of the contract, based on the client’s needs and requirements for
functionality, and are provided to the client over the entire contract life as a full solution offering.

 In the case of our telematics
offering, sold under the Ctrack brand, these offerings include standard features, such as vehicle location, plus a number of other premium software-enabled features, chosen by the customer at the outset of the contract and dependent on the
customer’s specific needs. Such optional premium features include, but are not limited to, the following: Stolen Vehicle Recovery, Driver Behavior Tracking, Route Optimization Tools, Vehicle Access Control and Assisted Vehicle Location options.
Our SaaS subscriptions also include an unspecified volume of call center support and any remote system diagnostic and software upgrades as needed. These services are combined with the recurring monthly subscription service since they are highly
interrelated and interdependent.

 The Company has reviewed the series guidance in paragraphs ASC 606-10-25-14(b) through 25-15 and has concluded that its SaaS subscription service offerings described above are substantially
the same and have the same pattern of transfer to the customer over the term of the related contract, and represent a single promise to provide continuous access to the Company’s software solutions and processing capabilities in the form of a
service through one of the Company’s data centers or a hosted data center during such term. As each day of providing access to the software, regardless of which premium feature or solution the customer choses, is substantially the same in
nature, and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its subscription services arrangements represent a single performance obligation comprised of a series of distinct
services. Accordingly, revenue from the Company’s SaaS subscription services is recognized over time on a ratable basis over the contract term, beginning on the date that our service is made available to the customer. Subscription
periods range from monthly to multi-year, with the majority of contracts being one to three years.

 Other services such as device
installation, training and consulting do not form part of the recurring subscription service fee and are treated as distinct separate performance obligations in accordance with ASC 606-10-25-19 through 22.

 Note 9. Commitments and Contingencies, page 17

3.
 Please explain to us the underlying facts and circumstances that were the Company’s basis for filing a
lawsuit against the former stockholders of RER. Please also tell us how you intend to account for the settlement of the lawsuit. Refer us to the accounting literature that supports this accounting. In addition, tell us if the reduction in the amount
owed to the former shareholders of RER is an indication of an error in the original values assigned to the acquired assets of RER.

RESPONSE:

 On May 11, 2017,
the Company initiated a lawsuit (the “Lawsuit”) against the former stockholders of R.E.R. Enterprises, Inc. (the “RER Stockholders”) as sellers of a business (the “Business”) to the Company (the “Acquisition”)
pursuant to that certain Agreement and Plan of Merger, dated March 27, 2015, by and among Novatel Wireless, Inc., a Delaware corporation and wholly owned subsidiary of the Company, R.E.R. Enterprises, Inc. and the RER Stockholders (the
“Original Merger Agreement”), as amended on January 5, 2016 (the “Amended Merger Agreement”).

 As described in
more detail in the Company’s prior SEC filings, pursuant to the Amended Merger Agreement, the RER Stockholders were entitled to receive (a) deferred consideration of $15 million in cash, payable in five installments over a four-year
period (the “Deferred Purchase Price”), (b) the earn-out payment earned for the achievement of financial targets for the year ended December 31, 2015, payable in five cash installments over
a four-year period and (c) in lieu of the potential earn-out payments due under the Original Merger Agreement upon achievement of certain financial targets for the years ended December 31, 2016 and
2017, approximately 2.9 million shares of the Company’s common stock, issuable in three equal installments over a three-year period and contingent upon retention of certain key personnel (the amounts set forth pursuant to subsections
(b) and (c) above, the “Earn-Out Payments”).

 In the Lawsuit, the Company alleged
that the RER Stockholders had, during the Company’s due diligence process related to the Acquisition, misrepresented facts about the Business’s customer base, ownership of intellectual property, entry into certain contracts and anticipated
future revenues. The Company further alleged, among other things, that such misrepresentations had the effect of inducing the Company to consummate the Acquisition. Upon filing the Lawsuit, the Company suspended payments of the Deferred Purchase
Price and Earn-Out Payments. The RER Stockholders counterclaimed, asserting that they were owed the Deferred Purchase Price and certain of the Earn-Out Payments.

On July 26, 2018, the Company and the RER Stockholders entered into a Mutual General Release and Settlement Agreement (the
“Settlement Agreement”). Pursuant to the Settlement Agreement, among other things, (a) the parties agreed to dismiss the Lawsuit with prejudice, (b) the parties agreed to mutual general releases of all claims known and unknown,
other than their prospective obligations under the Settlement Agreement and claims arising after the date of the Settlement Agreement and (c) the Company agreed to immediately issue an aggregate of 500,000 shares of the Company’s common
stock to the RER Stockholders, and to pay the RER Stockholders (i) $1.0 million by August 17, 2018, (ii) an additional $1.0 million within 12 months following the execution of the Settlement Agreement and (iii) an
additional $1.0 million within 24 months following the execution of the Settlement Agreement.

 The Company intends to account for the settlement of the Lawsuit and the resulting
cancellation of a portion of the contractual acquisition-related liabilities in accordance with ASC 405-20, Extinguishment of Liabilities (“ASC
405-20”). Pursuant to such guidance, a debtor shall derecognize a liability if and only if it has been extinguished. A liability has been extinguished if either of the following conditions is met:

 a.    The debtor pays the creditor and is relieved of its obligation for the liability. Paying the creditor includes
the following:

1.
 Delivery of cash,

2.
 Delivery of other financial assets,

3.
 Delivery of goods or services,

4.
 Reacquisition by the debtor of its outstanding debt securities whether the securities are, cancelled or held as
so-called treasury bonds; or

 b.     The debtor is legally
released from being the primary obligor under the liability, either judicially or by the creditor.

 As a result of the legally binding
Settlement Agreement with the RER Stockholders, the Company’s aggregate liability related to the Deferred Purchase Price and the Earn-Out Payments was reduced to approximately $3.9 million as of the
date of the Settlement Agreement (with approximately $1.9 million paid to the RER Stockholders upon entry into the Settlement Agreement). Accordingly, the Company has concluded that the Settlement Agreement releases the Company as the primary
obligor from approximately $17.2 million of the approximately $21.1 million in acquisition-related liabilities that the Company had accrued at June 30, 2018. In accordance with ASC 405-20, the
Company intends to recognize the $17.2 million gain resulting from the Settlement Agreement as a separate line item in the operating costs and expenses section of the Company’s statement of operations for the three and nine months ended
September 30, 2018.

 The Company will continue to carry the remaining $2.0 million owed to the RER Stockholders pursuant to the
Settlement Agreement as a liability on its balance sheet (which will be classified as current or long-term, depending on the anticipated timing of payment). The amount of this liability will be reduced in future periods, as the Company makes
payments to the RER Stockholders in accordance with the terms of the Settlement Agreement.

 The Company does not view the reduction in the
amount owed to the RER Stockholders as an indication of an error in the original values assigned to the acquired assets. Per ASC 250, Accounting Changes and Error Corrections, an “Error in Previously Issued Financial Statements” is
“an error in recognition, measurement, presentation, or disclosure in financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting principles (GAAP), or oversight or misuse of facts
that existed at the time the financial statements were prepared.” While the Company has now determined that it will not be required to pay the full amount of the purchase price upon which such original values were determined, the difference was
not the result of “mathematical mistakes, mistakes in the application of generally accepted accounting principles, or oversight or misuse of facts that existed at the time” such values were assigned.

 Randolph P. Green, Professional Accounting Fellow, Office of the Chief Accountant, indicated
at the 2003 Thirty-First AICPA National Conference on Current SEC Developments that the Staff has “generally concluded that legal claims between an acquirer and the former owners of an acquired business should be reflected in the income
statement when settled” except where the settled claims bear “a clear and direct link to

September 27, 2018
Stephen Smith
Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, CA 92121
Re:Inseego Corp
Form 10-K for the Year Ended December 31, 2017
Filed March 16, 2018
Form 10-Q for the Quarter Ended June 30, 2018
Filed August 8, 2018
File No. 001-38358
Dear Mr. Smith:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarter Ended June 30, 2018
Note 1. Basis of Presentation
Contracts with Customers, page 9
1.We note you state that the Company does not offer price concessions and does not accept
payment that is less than the price stated in the purchase order.  However, we also note on
pages 28 and 29 that you attribute the decline in revenues from Enterprise SaaS solutions
"due to price concessions related to signing multi-year deal with key customers."  Also, on
page 47 of your Form 10-K, you disclose that you have granted price protection to certain
customers in accordance with their respective contracts and additionally provide
cooperative advertising allowances to certain customers.  Please clarify your disclosure

 FirstName LastNameStephen Smith
 Comapany NameInseego Corp.
 September 27, 2018 Page 2
 FirstName LastNameStephen Smith
Inseego Corp.
September 27, 2018
Page 2
and advise us.

In addition, if applicable please explain to us how you account for variable consideration,
including but not limited to price concessions and cooperative advertising
allowances, when determining the transaction price.  In your response, please address:
•each specific circumstance that causes variability in the consideration;
•how you estimate variable consideration; and
•your basis for concluding that it is probable a significant revenue reversal will not
occur.  Refer to ASC 606-10-32-11.
SaaS and Other Services, page 9
2.Please identify for us the services provided under your SaaS arrangements (i.e.,
implementation services, post-contract customer support, minimum service level
commitments, customer options that provide material rights, etc.) and your basis for
concluding that they "include a single performance obligation comprised of a series of
distinct services" as you stated on page 10 of this filing.  Refer to ASC 606-10-25-19
through 22.
Note 9. Commitments and Contingencies, page 17
3.Please explain to us the underlying facts and circumstances that were the Company's basis
for filing a lawsuit against the former stockholders of RER.  Please also tell us how you
intend to account for the settlement of the lawsuit.  Refer us to the accounting literature
that supports this accounting.  In addition, tell us if the reduction in the amount owed to
the former shareholders of RER is an indication of an error in the original values assigned
to the acquired assets of RER.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations- Three Months Ended June 30, 2018 Compared to Three Months Ended
June 30, 2017, page 28
4.We note on page 29 you attribute the increase in Enterprise SaaS Solutions cost of net
revenues to price concessions.  Please explain to us why price concessions result in an
increase in the cost of net revenues.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.

 FirstName LastNameStephen Smith
 Comapany NameInseego Corp.
 September 27, 2018 Page 3
 FirstName LastName
Stephen Smith
Inseego Corp.
September 27, 2018
Page 3
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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9605 Scranton Road, Suite 300

San Diego, California 92121

August 15, 2018

VIA EDGAR AND OVERNIGHT MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Joshua Shainess

Re:

 Inseego Corp.

Registration Statement on Form S-3, Filed August 10, 2018

File No. 333-226753 (the “Registration Statement”)

Dear Mr. Shainess:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Inseego Corp. (the “Company”) hereby requests acceleration of the effectiveness of the Registration Statement to 5:00 p.m. (Eastern Time) on August 17, 2018, or as soon thereafter as practicable.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Teri O’Brien of Paul Hastings LLP, by telephone at (858) 458-3031 or by email at teriobrien@paulhastings.com. The Company hereby authorizes Ms. O’Brien to orally modify or withdraw this request for acceleration.

Sincerely,

INSEEGO CORP.

By:

 /s/ Dennis Calderon

 Dennis Calderon

 Corporate Secretary and Vice President of Legal Affairs

cc:    Teri O’Brien, Paul Hastings LLP

August 14, 2018
Stephen Smith
Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, CA 92121
Re:Inseego Corp.
Registration Statement on Form S-3
Filed August 10, 2018
File No. 333-226753
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
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		Document

9605 Scranton Road, Suite 300

San Diego, California 92121

November 16, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Dundas

Re:

 Inseego Corp.

Registration Statement on Form S‑3

File No. 333-221404 (the “Registration Statement”)

Dear Mr. Dundas:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Inseego Corp. (the “Company”) hereby requests acceleration of the effectiveness of the Registration Statement to 4:00 p.m., New York City time, on November 20, 2017, or as soon thereafter as practicable.

In connection with this request for acceleration, the Company hereby acknowledges that:

•

 should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

***

Very truly yours,

INSEEGO CORP.

By:

 /s/ Stephen Smith

 Name: Stephen Smith

 Title: Executive Vice President and Chief Financial Officer

cc:    Teri O’Brien, Paul Hastings LLP

November 15, 2017
Stephen Smith
Excecutive Vice President and Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, California 92121
Inseego Corp.
Registration Statement on Form S-3
Filed November 8, 2017
File No. 333-221404Re:
Dear Mr. Smith:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Dundas, Attorney Advisor, at (202) 551-3436 with any questions.
Division of Corporation Finance
Office of Telecommunications
cc: Teri O'Brien

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 9605 Scranton Road, Suite 300

San Diego, California 92121

 December 30, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Joshua Shainess

Re:
Inseego Corp.

 Registration Statement on Form
S-4

 File No. 333-214966 (the
“Registration Statement”)

 Dear Mr. Shainess:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Inseego Corp. (the
“Company”) hereby requests acceleration of the effectiveness of the Registration Statement to 4:00 p.m., New York City time, on January 4, 2017, or as soon thereafter as practicable.

In connection with this request for acceleration, the Company hereby acknowledges that:

•

should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 ***

Very truly yours,

INSEEGO CORP.

By:

 /s/ Lance Bridges

Name:

Lance Bridges

Title:

Senior Vice President, General Counsel and Secretary

cc:
Teri O’Brien, Paul Hastings LLP

 2

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CORRESP

 December 23, 2016

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Mergers and Acquisitions

 100 F. Street, N.E.

 Washington,
D.C. 20549

 Attention: Nicholas P. Panos, Senior Special Counsel

Re:
Novatel Wireless, Inc.

 Schedule TO-I filed December 8th, 2016

Filed by Inseego Corp.

File No. 5-60619

 Dear
Mr. Panos:

 Set forth below are the responses of Inseego Corp. (“Inseego”) to comments received by Inseego from the
Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated December 19, 2016, with respect to Inseego’s Tender Offer Statement on Schedule TO-I (the
“Schedule TO”). To assist in your review, the Staff’s comments are highlighted in bold below and are followed by Inseego’s responses. All capitalized terms used herein but not defined have the meanings assigned to them in
the Schedule TO.

 General

1.
While Rule 13e-4(a)(1) defines the term “issuer,” such definition is “in addition” to the definition of the term “issuer” provided at Section 3(a)(8) of the Securities Exchange Act
of 1934. Rule 13e-4(a) reinforces the view that the Rule 13e-4(a)(1) definition only complements, and does not supersede, the definition of the term “issuer” otherwise enacted prior to the adoption of Rule 13e-4 and especially in light of
the rule’s edict that “all terms used in this rule…shall have the same meaning as in the Act.” Notwithstanding Inseego Corporation’s identification on the cover page as an affiliate of Novatel, please confirm for us that
Inseego is voluntarily complying with Rule 13e-4 given that Novatel is not an issuer of the subject securities as defined in Rule 13e-4(a)(1). Refer to Item 6(c)(6) and (8) of the Schedule TO-I filed by Inseego which affirms that Novatel
no longer satisfies the definition.

 At the time that Novatel Wireless issued the Novatel Wireless Notes, it satisfied
the definition of “issuer” set forth in Rule 13e-4(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Reorganization that occurred approximately one month prior to the date of
commencement of the Exchange Offer and Solicitation, Novatel Wireless is no longer an “issuer” as so defined. Out of an abundance of caution and respect for the law, Inseego, as Novatel Wireless’s successor under Rule 12g-3(a) for
purposes of reporting under the Exchange Act and the issuer of the securities into which the Novatel Wireless Notes are potentially convertible, voluntarily elected to file the Schedule TO on the basis that holders of the Novatel Wireless Notes
historically benefitted from Novatel Wireless’s public disclosures and would have been entitled to the protections afforded by Rule 13e-4 had the Exchange Offer and Solicitation commenced prior to the Reorganization. Inseego is committed to
complying with the tender offer laws that would otherwise have been applicable to Novatel Wireless as an issuer of subject securities but for the Reorganization in order to ensure a continuity of disclosure protections provided to the holders of the
Novatel Wireless Notes.

 U.S. Securities and Exchange Commission

December 23, 2016

  Page
 2

2.
Page 1 indicates that the “Exchange Offer and Consent Solicitation commenced on December 7, 2016…” Given the filing date of December 8, 2016, please advise us whether or not the tender offer
filing was made in contravention of Rule 13e-4(b), which rule provision specifies that the required obligation arises “on the date of commencement.”

The Exchange Offer and Solicitation commenced and the Prospectus and Letter of Transmittal were delivered to the registered holders of the
Novatel Wireless Notes on December 7, 2016 after the Commission’s official business hours had ended for the day. Concurrently with commencement of the Exchange Offer and Solicitation, Inseego filed the Schedule TO. Because the Schedule TO
was filed after the close of the Commission’s official business hours, it was not accepted until 6:25 a.m. the following morning, December 8, 2016, at which time the filing appeared on the Commission’s website. We note that Rule 13(d)
of Regulation S-T permits an electronic filer to file a document with the Commission electronically “if such publication or distribution does not occur during the official business hours of the Commission, as soon as practicable on the next
business day.” In addition, Rule 13(d) of Regulation S-T provides that “[a]ny associated time periods shall be calculated on the basis of the publication or distribution date (as applicable), and not on the basis of the date of
filing.”

 As the Schedule TO was filed on the date of commencement, and simply was not accepted until the following business day,
Inseego fully complied with Rule 13e-4(b), when taken together with Rule 13(d) of Regulation S-T. Accordingly, the commencement date of the Exchange Offer and Solicitation and related periods is December 7, 2016, and the Schedule TO was timely
filed.

3.
The offer is scheduled to expire on January 5th, 2017, a date that may not be considered twenty full business days depending upon the date of commencement and thus at risk of contravening Rule 13e-4(f)(1)(i). In
addition, security holders are entitled to withdrawal rights available under Rule13e-4(f)(2)(ii) that become operative based upon the date of commencement. Please advise us, with a view toward revised disclosure, whether or not the scheduled
expiration date needs to be extended in order to comply with Rule 13e-4(f)(1)(i) and if the disclosure describing the withdrawal rights “after the expiration of forty business days from the commencement” also needs to be revised.

 Please see Inseego’s response to Comment No. 2 above. The Exchange Offer and Solicitation commenced on
December 7, 2016 and is scheduled to expire on January 5, 2017, which allows for the Exchange Offer and Solicitation to remain open for twenty business days prior to expiration, as required by Rule 13e-4(f)(1)(i).

 U.S. Securities and Exchange Commission

December 23, 2016

  Page
 3

 Similarly, because the date of commencement was December 7, 2016, the disclosure
describing withdrawal rights is accurate and no revisions to that disclosure are required. Inseego understands the requirements of Rule 13e-4(f)(1)(i) and has acknowledged, on page 4 of the Prospectus, that following the Expiration Date, tenders of
Novatel Wireless Notes may not be validly withdrawn unless Inseego is otherwise required by law to permit withdrawal.

4.
Item 4(a)(1)(vi) incorporates information by reference that includes disclosure under the “Miscellaneous” section of the prospectus. This disclosure does not mirror that which has been included in the
section of the prospectus inasmuch as no parallel qualification about the limits of the “final and binding” representation has been provided. Please revise to qualify the statements made in the Miscellaneous section to make clear that
security holders may challenge Inseego’s determinations in a court of competent jurisdiction.

 Inseego respectfully
acknowledges the Staff’s comment and has revised Item 4(a)(1)(vi) in Amendment No. 1 to the Schedule TO (“Amendment No. 1”), filed on the date hereof, to clarify that any determinations of Inseego with respect to
the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender or withdrawal of any tender will be final and binding, subject to the rights of holders of Novatel Wireless Notes to challenge such determination
in a court of competent jurisdiction.

5.
The consent solicitation seeks to remove certain events of default and all of the restrictive covenants from the indenture. Please provide us with a brief legal analysis as to whether or not the solicitation in favor
of the proposed amendments should be regulated as an offer of a new security (which gives effect to the proposed amendments by treating the existing debt as if the proposed amendments had been approved) that should be registered under Section 5
of the Securities Act of 1933. To the extent an offer of new securities is being made, it does not appear as though Inseego would be eligible to rely on the §3(a)(9) of the Securities Act of 1933.

Inseego respectfully advises the Staff that it does not believe that the Solicitation regarding the proposed amendment of certain terms and
conditions of the Novatel Wireless Indenture and the Novatel Wireless Notes (the “Proposed Amendments”), constitutes an offer of a new security. The Proposed Amendments are appropriately characterized as modifications of certain
contractual rights which would be approved and implemented in accordance with the procedures provided for in the Novatel Wireless Indenture with the requisite consent of holders of a majority in aggregate principal amount of the Novatel Wireless
Notes.

 U.S. Securities and Exchange Commission

December 23, 2016

  Page
 4

 Whether the adoption and implementation of the Proposed Amendments would result in the
creation of a new security turns on whether the particular changes in the terms of the Novatel Wireless Indenture and the Novatel Wireless Notes fundamentally change the nature of the investment. The standard for a “fundamental change in the
nature of an investment” in Staff no action letters has consistently focused on whether the amendments would significantly alter the financial terms or basic nature of the existing securities and Staff no-action letters have permitted
modifications of covenants restricting dividends, stock repurchases and other payments, covenants governing the incurrence or maintenance of indebtedness, covenants to maintain minimum net worth, covenants restricting dispositions of assets or sale
and leaseback transactions and covenants requiring an issuer to comply with certain laws. The Novatel Wireless Notes will retain the same interest rate, interest payment dates, maturity date, conversion provisions (including the conversion rate),
optional redemption provisions, priority and obligations to pay principal and interest as originally in effect prior to the implementation of the Proposed Amendments. The Novatel Wireless Notes will also maintain the same issuer and be governed by
the same indenture that governed the Novatel Wireless Notes, as modified by the Proposed Amendments. None of the Proposed Amendments alters the basic financial terms, basic nature or economic substance of the existing Novatel Wireless Notes.

Section 9.02 of the Novatel Wireless Indenture provides that Novatel Wireless may amend or supplement the terms of the Novatel Wireless
Indenture with the consent of holders of at least a majority in principal amount of the Novatel Wireless Notes; provided, that a limited number of changes to the economic and payment terms of the Novatel Wireless Notes require the consent of all the
holders affected by the proposed change. These changes, which are expressly listed in Section 9.02 of the Novatel Wireless Indenture, include, among other things, changing the maturity date of the notes, reducing the principal amount of, or
interest on the notes, reducing the repurchase or redemption price of the notes and impairing the right of any holder to institute suit for any payment on any note. As such, the Novatel Wireless Indenture specifically distinguishes between
modifications that affect limited contractual rights under the indenture and modifications that change the fundamental characteristics of the notes (i.e., the economic and payment terms, including the maturity, principal, interest rate, redemption
or conversion provisions or priority of the notes). We believe this enumerated list of economic and payment terms that require approval of each holder of a note is indicative of the matters that noteholders believe are fundamental changes to the
nature of the investment. We believe this view is further supported by the fact that the holders would not have agreed to permit amendment by majority consent to provisions that are fundamental to an investment decision.

The offering memorandum, dated June 4, 2015, that was disseminated in connection with the initial offering of the Novatel Wireless Notes
included a summary of these terms and disclosure of Novatel Wireless’s ability to amend certain terms of the Novatel Wireless Indenture in a manner adverse to a holder if holders of at least a majority in aggregate principal amount of the
Novatel Wireless Notes approved such an amendment. As stated above, the Proposed Amendments represent modifications of certain contractual provisions, made in accordance with the procedures provided for in the Novatel Wireless Indenture with the
requisite consent of holders of a majority in aggregate principal amount of the Novatel Wireless Notes and, accordingly, the Solicitation does not constitute the offer of a new security.

 U.S. Securities and Exchange Commission

December 23, 2016

  Page
 5

6.
The presentation included under the headings in the prospectus titled “Selected Historical Consolidated Financial Data” and “Ratio of Earnings to Fixed Charges” does not fully comply with
Item 1010(c) of Regulation M-A. To the extent the financial statements required by Item 10 of Schedule TO and corresponding Items 1010(a) and (b) were not provided with the disclosure document disseminated to security holders at the
time of commencement, as distinguished from being incorporated by reference, please revise the disclosure in the prospectus to conform fully with Item 1010(c) of Regulation M-A. See Instruction 6 to Item 10 of Schedule TO and related
interpretation I.H.7. in our July 2001 public guidance available on the Division of Corporation Finance webpage of www.sec.gov.

Inseego respectfully acknowledges the Staff’s comment and has included summary financial information that fully complies with the
requirements set forth in Item 1010(c) of Regulation M-A in Item 10 of Amendment No. 1. Inseego will also file Amendment No. 1 as a prospectus supplement under Rule 425 of the Securities Act of 1933, as amended. We note that the
summary financial information provided in Amendment No. 1 does not include Inseego’s income (loss) from continuing operations or income (loss) per common share from continuing operations because during the applicable periods, Inseego had
no discontinued operations that would cause its loss from continuing operations to differ from its overall net loss. Accordingly, these items are not applicable.

7.
We noticed that Inseego is asking security holders to certify that they have “received and reviewed the information included or incorporated by reference [from] the Prospectus. Please advise us, with a view
toward revised disclosure, of the purpose of the cited language. To the extent the cited language is intended to serve as a means to limit the liability of Inseego in connection with the making of this tender offer, please revise the Letter of
Transmittal to prominently disclose that objective and the resulting reduction in legal protection, if any, available to security holders. Alternatively, delete the statement.

In response to the Staff’s comment, Inseego has modified the Letter of Transmittal to include a prominent legend disclosing that Inseego
does not view the representations made by security holders as a waiver of liability and that it commits not to assert that such provisions constitute a waiver of liability. The revised Letter of Transmittal has been filed with the Commission as
Exhibit (a)(3) to Amendment No. 1 and has been disseminated to the registered holders of the Novatel Wireless Notes.

 * * * * *

 U.S. Securities and Exchange Commission

December 23, 2016

  Page
 6

 With respect to the preceding response, Inseego acknowledges that:

•

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

•

Staff comments or changes to disclosure in response to Staff c

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
       CORPORATION FINANCE
                                                                                         December 19, 2016

Lance Bridges
Senior V.P., General Counsel and Secretary
Inseego Corporation
9645 Scranton Road, Suite 205
San Diego, CA 92121

RE: Novatel Wireless , Inc.
Schedule TO -I filed December 8 th, 2016
Filed by Inseego Corp .
File No. 5-60619

Dear Mr. Bridges :

          We have reviewed the above -captioned filing  and have the following comments.  Some of
our comments may ask f or additional information to be provided so that we may better
understand your disclosure.

          Please respond to this letter by amending the Schedule TO and/or by providing the
requested information.  If you do not believe our comments apply to your facts a nd
circumstances or do not believe an amendment is appropriate, please explain why in a response.

          After review ing any amendment to the filing  and any information provided in response to
these comments, we may have additional comments.

Schedule TO  | Cover Page

1. While Rule 13e -4(a)(1) defines the term “issuer,” such definition is “in addition ” to the
definition of the term “issuer” provided at  Section 3(a)(8 ) of the Securities Exchange Act  of
1934 .  Rule 13e -4(a) reinforces the view that the Rule 13e -4(a)(1) definition  only
complements , and does not supersede,  the definition  of the term “issuer” otherwise enacte d
prior to the adoption of Rule 13e -4 and especially in light of the rule’s edict  that “all terms
used in this rule …shall have the same meaning as in the Act .”  Notwithstanding Inseego
Corp oration’s identification on the cover page  as an affiliate of Novatel , please confirm for
us that Inseego is voluntarily complying with Rule 13e -4 given that Novatel is not an issuer
of the s ubject securities  as defined i n Rule 13e -4(a)(1) .  Refer to Item 6(c)(6) and (8) of the
Schedule TO -I filed by Inse ego which affirms that Novatel no longer satisfies the definition.

2. Page 1 indicates that the “Exchange Off er and Consent S olicitation commenced on
December 7, 2016 …”  Given the filing date of December 8, 2016, please advise us whether
or not the tender offer filing was made in contravention of Rule 13e -4(b), which rule
provision specifies that the requir ed obligat ion arises  “on the date of commencement. ”

Inseego Corp .
c/o Lance Bridges
December  19, 201 6
Page 2

 3. The offer is scheduled to expire on January 5th, 2017 , a date that may not be considered
twenty full business days depending upon the date of commencement and thus at risk of
contra vening Rule 13e -4(f)(1)(i) .  In addition, security holders are enti tled to withdrawal
rights available under Rule13e -4(f)(2)(ii)  that become operative based upon the date of
commencement .  Please advise us, with a view t oward revised disclosure, whether or not the
scheduled expiration date  needs to be extended in order to comply with Rule 13e -4(f)(1)(i)
and if the disclosure describing the withdrawal rights “after the expiration of forty business
days from the commencement ” also needs to be revised.

Item 4. Terms of the Transaction

4. Item 4(a)(1)(vi)  incorporates information  by reference that includes disclosure under the
“Miscellaneous ” section of the prospectus.  This disclosure does not mirror that which has
been included in the section of the prospectus inasmuch as no parallel qualification about  the
limits of the “final and binding ” representation has been provided.  Please revise to qualify
the statements made in the Miscellaneous section to make clear that  security holders may
challenge Inseego ’s determinations in a court of competent jurisdiction.

5. The consent solicitation seeks to remove certain event s of default and all of the restrictive
covenants from the indenture.   Please provide us with a brief legal analysis as to whether or
not the solicitation in favor of the proposed  amendments should be regulated as an offer of a
new security  (which gives effec t to the proposed amendments by treating the existing debt as
if the proposed amendments had been approved) th at should be registered under Section 5 of
the Securities Act of 1933.  To the extent an offer of new securities is being made, it does not
appear as though Inseego would be eligible to rely on the §3(a)(9)  of the Section Act  of 1933 .

Item 10.  Finan cial Statements

6. The presentation included under the heading s in the prospectus titled “Selected  Historical
Consolidated Financial Data” and “Ratio of Earnings to Fixed Charges ” does not  fully
comply with Item 1010 (c) of Regulation M -A.  To the extent the financial statements
required by Item 10 of Schedule TO and corresponding Items 1010(a) and (b) were not
provided with the disclosure document disse minated to security holders at  the time of
commencement , as distinguished from being incorporated by reference, please revise the
disclosure in the prospectus to conform fully with Ite m 1010(c) of  Regulation M -A.  See
Instruction 6 to Item 10 of Schedule TO and related interpretation I.H.7. in our July 2001
public guidance available on the Division of Corporation Finance webpage of www.sec.gov .

Exhibit 99.1 | Letter of Tra nsmittal

7. We noticed that Inseego is asking security holders to certify that they have  “received and
reviewed the information included or incorporated by reference [from ] the Prospectus.
Please advise us, with a view toward revised disclosure, of the purpose of the cited language.
To the extent the cited language  is intended to serve as a means to limit the liability of

Inseego Corp .
c/o Lance Bridges
December  19, 201 6
Page 3

 Inseego in connection with the making of this tender offer,  please rev ise the Letter of
Transmittal  to prominently disclose that ob jective and the resulting reduction in  legal
protection, if any, ava ilable to security holders.  Alternatively, delete the statement.

  We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please d irect any questions to me at (202) 551-3266 .

       Sincerely,

/s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc:  Teri O’Brien , Esq.

Mail Stop 4628

September 30, 2016
Via E-Mail
Michael Newman
Executive  Vice President and Chief Financial Officer
Novatel Wireless,  Inc.
9645 Scranton Road
San Diego, CA 92121

 Re: Novatel Wireless , Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2015
  Filed March 15 , 2016
  File No. 0-31659

Dear Mr. Newman :

We refer you to our comment letter  dated  September 9, 2016  regarding potential business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to the company or the filing and
the comp any may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in t he filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director

CORRESP
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CORRESP

 September 22, 2016

VIA EDGAR

 U.S. Securities and Exchange Commission

 Office of Global Security Risk

 100 F. Street, N.E.

Washington, D.C. 20549

 Mail Stop 4628

Attention:  Cecilia Blye, Office of Global Security Risk Chief

  Jennifer Hardy, Special Counsel

Re:
Novatel Wireless, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2015

 Filed March 15, 2016

File No. 0-31659

 Dear Mses. Blye and
Hardy:

 Set forth below are the responses of Novatel Wireless, Inc. (the “Company”) to comments received by the Company
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated September 9, 2016, with respect to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2015 (the “Form 10-K”). To assist in your review, the Staff’s comments are highlighted in bold below and are followed by the Company’s response.

General

1.
A May 2016 news article reports that you entered into a partnership with MTN Group to offer Ctrack telematics services to MTN’s Internet of Things customer base in Africa, and that MTN Group has operations in
Sudan and Syria. Your Form 10-K discusses operations in Africa and the Middle East. Sudan, in Africa, and Syria, in the Middle East, are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic
sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distributors, resellers, or other direct or indirect
arrangements. You should describe any products, components, technology or services you have provided, directly or indirectly, to Sudan and Syria, and any agreements, commercial arrangements, or other contacts with the governments of those
countries or entities they control.

 The Company has no business operations in and has not provided,
directly or indirectly, any products, components, technology or services to Sudan or Syria. The Company does not currently have, and has no future plans to have, any offices or other facilities, fixed assets or employees in Sudan or Syria.
Furthermore, the Company has not, directly or indirectly, entered into any agreements or commercial arrangements or had any other contacts with the governments of Sudan or Syria or any entities under the control of such governments.

*  *  *  *  *

 U.S. Securities and Exchange Commission

September 22, 2016

 Page 2

 With respect to the preceding response, the Company acknowledges 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 federal securities laws of the United States.

If you have any questions regarding this matter, please contact me by telephone at (858) 812-0677 or by e-mail at lbridges@nvtl.com.

Sincerely,

/s/ Lance Bridges

Senior Vice President, General Counsel and Secretary

Mail Stop 4628

September 9 , 2016
Via E-Mail
Michael Newman
Executive  Vice President and Chief Financial Officer
Novatel Wireless,  Inc.
9645 Scranton Road
San Diego, CA 92121

 Re: Novatel Wireless , Inc .
  Form 10-K for the Fiscal Year Ended December 31, 2015
  Filed March 15 , 2016
  File No. 0-31659

Dear Mr. Newman :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. A May 2016 news article reports that you entered into a partnership with MTN Group to
offer Ctrack telemati cs services to MTNs Internet of Things customer base in Africa , and
that MTN Group has operations in Sudan and Syria.  Your Form 10 -K discusses
operations in Africa and the Middle East.  Sudan, in Africa and Syria, in the Middle East,
are design ated by the State Department as state sponsors of terrorism, and are subject to
U.S. economic sanctions and export controls.  Please describe to us the nature and extent
of any past, current, and anticipated contacts with Sudan and Syria, whether through
subsidiaries, affiliates, distributors, resellers, or other direct or indirect arrangements.
You should describe any products, components, technology or services you have
provided, directly or indirectly to Sudan and Syria, and any agreements, commercial
arrangements, or other contacts with the governments of those countries or entities they
control.

Michael Newman
Novatel Wireless, Inc.
 September 9 , 2016
 Page 2

 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 t he Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the 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 federal secur ities laws of the United States.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director

CORRESP
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		CORRESP

December 18, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Paul Fischer

Re:    Novatel Wireless, Inc.

Registration Statement on Form S‑3

File No. 333-207255 (the “Registration Statement”)

Request for Acceleration of Effectiveness

Dear Mr. Fischer:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Novatel Wireless, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the Registration Statement to 4:30 p.m. Eastern Standard Time on December 21, 2015, or as soon thereafter as practicable.

In connection with this request for acceleration, the Company hereby acknowledges that:

i.

 should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

ii.

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

iii.

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

NOVATEL WIRELESS, INC.

9645 Scranton Road Suite 205   San Diego CA 92121

Toll Free:  888 888 9231    Main:  858 812 3400   Fax:  858 812 3402

Internet:  www.novatelwireless.com

It would be appreciated if, as soon as the Registration Statement has become effective, you would so inform Teri O’Brien by telephone at (858) 458-3031.

Very truly yours,

NOVATEL WIRELESS, INC.

By:  /s/ Lance Bridges

Name:  Lance Bridges

Title:    Senior Vice President, General Counsel and Secretary

May 9, 2014

Via E -mail
Catherine F. Ratcliffe
General Counsel
Novatel Wireless, Inc.
9645 Scranton Road
San Diego, CA 92121

Re: Novatel Wireless, Inc.
Form 10 -K for the Year Ended December 31, 2013
Filed March 12, 2014
File No. 000-31659

Dear Ms. Ratcliffe :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  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 rules require.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

CORRESP
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CORRESP

 May 5, 2014

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attention:

Larry Spirgel

Celeste M. Murphy

Justin Kisner

Re:
Novatel Wireless, Inc.

 Form 10-K for the Year Ended December 31,
2013

 Filed March 12, 2014

File No. 000-31659

 Ladies and Gentlemen:

 Novatel Wireless, Inc. (“Novatel Wireless” or the “Company”) respectfully submits this letter in
response to the comment orally conveyed to us by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on April 25, 2014 (the “Comment”), relating to the above
referenced Form 10-K for the fiscal year ended December 31, 2013. We are concurrently filing via EDGAR this letter.

 In response to
the Comment, we have recited in this letter the comments from the Staff contained in its letter dated April 8, 2014 in italicized, bold type and have followed each comment with the disclosure we intend to include in our Quarterly Report on Form
10-Q for the quarter ended March 31, 2014.

 Management’s Discussion and Analysis…, page 24

1.
We note your recurring operating losses and net loss of $43.4 million for the year ended December 31, 2013. Further, we note your statement that “[your] ability to transition to attaining profitable
operations is dependent upon achieving a level of revenues adequate to support [your] cost structure.” Please expand your discussion to detail the steps management is taking to make the company profitable in the long term. Discuss how
management specifically intends to increase revenue with the introduction of 4G broadband-access products, M2M solutions and software applications and platforms, and explain how management intends to lower expenses, if applicable.

 Securities and Exchange Commission

May 5, 2014

  Page
 2

 We have enhanced our Overview and Background section of our Management’s Discussion and
Analysis of Financial Condition and Results of Operations by including a new section entitled, “Strategic and Operations Overview,” and will include this new disclosure in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2014, which we expect to file with the Commission during the week of May 5, 2014, and in future filings. In response to the Comment, our new disclosure is as follows:

 Strategic and Operations Overview

We are currently restructuring our operations in an effort to increase future revenue levels and gross margins, lower our operating costs and
achieve profitability. In the mobile computing business, we are now focusing our development efforts only on those products that we believe have the greatest potential sales volume and will generate the highest gross profits and return on
development investment. These products are targeted at the tier one telecom operators in North America. We expect this strategy to reduce the number of products developed for sale in the mobile computing segment and result in an improved return on
investment from development costs expended.

 As a result of this change in strategic direction, we intend to exit the mobile computing
laptop business during the first half of 2014 as our current products reach end of life. We will monitor this product category for favorable changes in market conditions that may indicate a point of re-entry for new opportunities.

Additionally, we have invested significant capital in our M2M product and services portfolio. This investment has allowed us to engage with
new development partner customers in targeted verticals, including commercial and aftermarket telematics, remote monitoring, control and security, which we believe will experience high growth rates in the near future. These efforts have resulted in
design wins with several significant M2M customers, with whom we are now integrating our products and services into their business processes. Upon the completion of these integration efforts, we believe we will begin product shipments that will
contribute to future revenue growth.

 Net revenues in our M2M Products and Solutions Segment grew 17% in the first quarter of 2014,
compared to the year ago period. We expect our revenues to continue to grow and increase in this segment during the first half of 2014 over the first half of 2013. We believe the adoption of new products that we plan to launch in 2014 as well as the
addition of new customers during 2014 will contribute to this performance.

 Net revenues from our Mobile Computing Products decreased 52%
in the first quarter of 2014, compared to the year ago period as our older products continue to approach the end of their life cycle. Additionally, our revenues have been negatively impacted by competitive pricing pressures at our largest customer
and our gross margins have been adversely impacted by lower average sales prices and increased product development costs. Given the current market conditions we are retrenching the size of our product portfolio to only those products which have a
very high probability of providing satisfactory returns. We expect, in the first half of 2014, our mobile computing revenues will continue to be lower than the first half of 2013, as many of our legacy mobile computing products are near end of life.
However, we intend to launch a new MiFi product during the second half of 2014 that we expect will increase our mobile computing revenues from current levels. We are also experiencing mobile computing component supply constraints that are expected
to continue through the first half of 2014 that may impact our ability to meet demand for our largest selling MiFi product.

 We have
restructured our research and development process by reducing the size of our in-house engineering staff and utilizing outsourced engineering services for product development. This change replaced some of our fixed research and development costs
with variable costs and will result in a lower overall cost of research and development and a more variable cost structure. This reduction will primarily be due to a decrease in our employee headcount and related compensation expenses. We expect to
continue to make focused investments in research and development.

 Securities and Exchange Commission

May 5, 2014

  Page
 3

 We have also been focused on completing the integration of our mobile computing business with
our M2M business to increase operational efficiencies and reduce our operating expenses. The total operating expenses incurred for the three months ended March 31, 2014 were $19.0 million compared to $26.0 million for the same period in 2013, a
27% year over year reduction. This reduction is primarily due to a reduction of employee headcount and related compensation expenses. Our current employee headcount is 261 as compared to 413 for the same period last year.

Results of Operations, page 26

2.
Please enhance the overview of your management’s discussion and analysis to discuss the likely impact of known trends, demands, commitments, events or uncertainties that are
reasonably likely to have material effects on your financial condition or results of operations. Refer to Item 303(a)(3)(iii) of Regulation S-K. For example, provide qualitative and quantitative disclosure to explain increased market
competition at your largest customer and discuss factors affecting 4G product sales prices.

 The Company has
added a new section entitled, “Strategic and Operations Overview,” to the Overview and Background section of its Management’s Discussion and Analysis of Financial Condition and Results of Operations as discussed above. The Company has
aggregated the trend information requested by the Staff in this new section and will include such new section in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and in future filings.

* * * * *

 The Company
acknowledges 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 federal securities laws of the United States.

Please direct any questions regarding the Company’s responses to me at (858) 812-3400 or CRatcliffe@nvtl.com.

 Securities and Exchange Commission

May 5, 2014

  Page
 4

Sincerely,

NOVATEL WIRELESS, INC.

 /s/ Catherine F. Ratcliffe

Catherine F. Ratcliffe

Senior Vice President, Business Affairs, General Counsel and Secretary

cc:
Peter Leparulo, Novatel Wireless

Donna M. Petkanics, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 April 21, 2014

Via EDGAR and Overnight Delivery

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Attention:

Larry Spirgel

Celeste M. Murphy

Justin Kisner

Re:

Novatel Wireless, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed March 12, 2014

File No. 000-31659

 Ladies and Gentlemen:

Novatel Wireless, Inc. (“Novatel Wireless” or the “Company”) respectfully submits this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated April 8, 2014, relating to the above referenced Form 10-K for the fiscal year
ended December 31, 2013. We are concurrently filing via EDGAR this letter.

 In this letter, we have recited the comments from the
Staff in italicized, bold type and have followed each comment with our response.

 Management’s Discussion and Analysis…, page 24

1.
We note your recurring operating losses and net loss of $43.4 million for the year ended December 31, 2013. Further, we note your statement that “[your] ability to transition to attaining
profitable operations is dependent upon achieving a level of revenues adequate to support [your] cost structure.” Please expand your discussion to detail the steps management is taking to make the company profitable in the long term. Discuss
how management specifically intends to increase revenue with the introduction of 4G broadband-access products, M2M solutions and software applications and platforms, and explain how management intends to lower expenses, if applicable.

 The Company confirms that the Company will comply with the Staff’s comment in future filings. The Company will
expand its discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations to detail the steps management is taking to make the Company profitable in the long term. The Company will discuss how management
specifically intends to increase revenue, including by introducing additional products and developing and maintaining strategic relationships with wireless and computing industry leaders, and explain how management intends to lower expenses.

 Securities and Exchange Commission

April 21, 2014

  Page
 2

 Results of Operations, page 26

2.
Please enhance the overview of your management’s discussion and analysis to discuss the likely impact of known trends, demands, commitments, events or uncertainties that are reasonably likely to have
material effects on your financial condition or results of operations. Refer to Item 303(a)(3)(iii) of Regulation S-K. For example, provide qualitative and quantitative disclosure to explain increased market competition at your largest customer
and discuss factors affecting 4G product sales prices.

 The Company confirms that the Company will comply with the
Staff’s comment in future filings. The Company will enhance the overview of management’s discussion and analysis in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations to
discuss the likely impact of known trends, demands, commitments, events or uncertainties that are reasonably likely to have material effects on the Company’s financial condition or results of operations.

* * * * *

 The Company
acknowledges 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 federal securities laws of the United States.

Please direct any questions regarding the Company’s responses to me at (858) 812-3400 or CRatcliffe@nvtl.com.

Sincerely,

NOVATEL WIRELESS, INC.

 /s/ Catherine Ratcliffe

Catherine F. Ratcliffe

Senior Vice President, Business Affairs, General Counsel and Secretary

cc:
Peter Leparulo, Novatel Wireless

 Donna M. Petkanics, Wilson Sonsini Goodrich &
Rosati, P.C.

April 8, 2014

Via E -mail
Peter Leparulo
Chairman and Chief Executive Officer
Novatel Wireless, Inc.
9645 Scranton Road
San Diego, CA 92121

Re: Novatel Wireless, Inc.
 Form 10-K for the Year Ended December 31, 2013
Filed March 12, 2014
File No. 000 -31659

Dear Mr. Leparulo:

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.   In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter within ten 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Management’s Discussion and An alysis…, page 24

1. We note your recurring operating losses and net loss of $43.4 million for the year
ended December 31, 2013.  Further, we note your statement that “[your] ability to
transition to attaining profitable operations is dependent upon achieving  a level of
revenues adequate to support [your] cost structure.”  Please expand your discussion to
detail the steps management is taking to make the company profitable in the long
term.  Discuss how management specifically intends to increase revenue with the
introduction of 4G broadband -access products, M2M solutions and software
applications and platforms, and explain how management intends to lower expenses,
if applicable.

Peter Leparulo
Novatel Wireless, Inc.
April 8, 2014
Page 2

 Results of Operations, page 26

2. Please enhance the overview of your management’s discussion and analysis to
discuss the likely impact of known trends, demands, commitments, events or
uncertainties that are reasonably likely to have material effects on your financial
condition or results of operations.  Refer to Item 303(a)(3)(iii) of R egulation S -K.
For example, provide qualitative and quantitative disclosure to explain increased
market competition at your largest customer and discuss factors affecting 4G product
sales prices.

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 all facts rela ting to a company’s disclosure, they are responsible for the 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 comm ents as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Justin Kisner, Attorney -Adviser, at (202) 551 -3788, or Celeste M.
Murphy, Legal Branch Chief, at (202) 55 1-3257, or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Catherine F. Ratcliffe, Esq.
 General Counsel and Secretary
 Novatel Wireless, Inc.

Donna M. Petkanics
 Wilson Sonsini Goodrich & Rosati, P.C.

November 15, 2013

Via E -mail
Peter Leparulo
Chairman and Chief Executive Officer
Novatel Wireless, Inc.
9645 Scranton Road
San Diego, California
92121

Re: Novatel Wireless, Inc.
Form  10-K for the Year Ended December 31, 2012
Filed March 04, 2013
File No. 000-31659

Dear Mr. Leparulo :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  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 rules require.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 November 14, 2013

Mr. Larry Spirgel

 Assistant Director

Division of Corporation Finance

 Securities and Exchange
Commission

 Mail Stop 4-6

 450 Fifth Street, N-W

Washington D.C. 20549

RE:
Novatel Wireless, Inc.

Form 10-K for the Year Ended December 31, 2012

File No. 000-31659

Definitive Proxy Statement

Filed April 30, 2013 and incorporated by reference into Part III of the Form 10-K

 Dear Mr. Spirgel:

 This letter sets forth the response of Novatel Wireless, Inc. (the “Company”) to the comments set forth in your letter of
October 25, 2013 regarding the above filings made by the Company.

 Annual Incentive Compensation, page 22

1.
Comment: We note from page 22 that you have an individual component as part of the Annual Incentive Compensation program that is based principally on qualitative rather than quantitative performance goals. We
also note from page 24 that the NEOs achieved 90% of their individual goals other than the CEO who achieved 96% of his individual goals. In future filings, please provide more details on the nature and kinds of goals that make up these performance
targets.

Response: In future filings, the Company will provide more details on the nature and kinds of goals that make up these performance targets.

The Company acknowledges 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 federal securities laws of the United States.

If you have any questions regarding this matter, please call me at (858) 812-0660.

Sincerely,

/S/ Catherine Ratcliffe

Catherine Ratcliffe

SVP Business Affairs & General Counsel

 tr: CR

October 25, 2013

Via E -mail
Peter Leparulo
Chairman and Chief Executive Officer
Novatel Wireless, Inc.
9645 Scranton Road
San Diego, California  92121

Re: Novatel Wireless, Inc.
Form 10 -K for the Year Ended December 31, 2012
Filed March 04, 2013
File No. 000-31659

Dear Mr. Leparulo :

 We have reviewed your filing and have the following comment.  Please  confirm in
writing  you will comply with the comment in future filings and explain to us how  you intend  to
do so.  P lease respond within ten business days or advise us when you will respond .  If you do
not believe our comment  applies  to your facts and circumstances, please t ell us why in your
response.  After reviewing your response , we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2012

Definitive Proxy Statement filed on April 30, 2013  and incorporated by reference into Part III of
the Form 10 -K

Annual Incen tive Compensation, page 22

1. We note from page 22 that you have an individual component as part of the Annual
Incentive Compensation Program that is based principally on qualitative rather than
quantitative performance goals .  We also note from page 24 that the NEOs achieved 90%
of their individual goals other than the CEO who achieved 96% of his individual goals.
In future filings, please provide more details on the nature and kinds of goals that make
up th ese performance target s.

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 all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Peter Leparulo
Novatel Wireless, Inc.
October 25, 2013
Page 2

             In responding to our comments, please provide  a written state ment 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 acti on 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 federal securities laws of the United States.

You may contact Kenya Gumbs , Staff Accountant,  at 202-551-3373  or Robert Littlepage ,
Accountant Branch Chief,  at 202-551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact  Ajay Koduri , Attorney Advisor,  at 202-
551-3310, Paul Fischer , Attorney  Advisor,  at 202 -551-3415,  or me at  202-551-3810 with any
other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spir gel
Assistant Director

August 31, 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   File No.  0-31659

Dear Mr. Leddon:
  We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in res ponse to our comments do not foreclose the
Commission from taking any action with respect to the company or the filings and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities  laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the di sclosure in the filings to be certain that the
filings include the information the Securities Exchange Act of 1934 and all applicable rules
require.
Sincerely,
 /s/ Robert S. Littlepage  for  Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

Response Letter

FOIA CONFIDENTIAL TREATMENT REQUEST

CONFIDENTIAL TREATMENT REQUESTED

BY NOVATEL WIRELESS, INC. (NWI – 0001)

 August 20, 2011

 TRANSMITTED BY EDGAR

 Mr. Larry Spirgel

 Assistant Director

 Division of
Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4-6

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Novatel Wireless, Inc.

Form 10-K for the Fiscal Year 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. Spirgel:

 This letter sets forth the responses of Novatel Wireless, Inc. (the “Company”) to the comments set forth in the Staff’s letter dated August 5, 2011 regarding certain Company filings
made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this letter, we set forth each comment from the Staff’s letter followed by the Company’s response.

Pursuant to 17 C.F.R. §200.83, we are requesting confidential treatment for a portion of our response below. We request that this
portion, as indicated by [***], be maintained in confidence, not be made part of any public record and not be disclosed to any person as it contains confidential information. In the event that the Staff receives a request for access to the
confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we respectfully request that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any
notification of a request for access to such information to the undersigned with a copy to General Counsel, Novatel Wireless, Inc., 9645 Scranton Road, San Diego, California 92121.

Mr. Larry Spirgel

FOIA CONFIDENTIAL TREATMENT REQUEST

August 20, 2011

CONFIDENTIAL TREATMENT REQUESTED

 Page
 2

BY NOVATEL WIRELESS, INC. (NWI – 0002)

 Form 10-K for the Year Ended December 31, 2010

Sales and marketing, page 5

1.
Comment: We note that you sell your M2M Products and 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.

 Response: Our reference to “direct touch” refers to our sales and marketing relationships with our customers. Our reference to “indirect fulfillment” refers to our supply chain
strategy of outsourcing our product production to contract manufacturers. We maintain the supply relationship with our contract manufacturers. Our customers do not have any ability to order our products directly from our contract manufacturers. Our
customers must order our products directly from us.

 Our M2M products (products from this segment result from our acquisition
of Enfora, Inc. on November 30, 2010) are either drop shipped to our customers from the contract manufacturer or shipped from an Enfora warehouse location. We acknowledge the Staff’s comment and will clarify this disclosure in future
filings.

 The Company’s revenue recognition for M2M Products and Solutions follows the general guidelines under existing
accounting rules. Please see response to Comment No. 4 below for further information on the Company’s existing revenue recognition policy.

 Backlog, page 7

2.
Comment: As stated herein, you do not believe that “backlog 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 release contained in Exhibit 99 of your Form 8-K filed on February 24, 2011, you stated “Our backlog remains strong and we expect to enter the second quarter
with a number of next generation products launching in the marketplace.” In a subsequent press release 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, providing considerably improved visibility.” In order that your investors may have a better appreciation of your backlog strength and growth, please disclose your backlog data. Refer to
Item 101(c)(1)(viii) of Regulation S-K.

 Response: We continue to believe that under most
circumstances our backlog is not a meaningful indicator of our future business prospects and that it does not meaningfully correlate at a given point in time to subsequent near term revenue levels. This typical lack of correlation is driven by the
generally short lead time of 45 days or less between receipt of customer purchase orders and corresponding shipment of products and the frequency with which projected or requested delivery dates and unit quantities change. Presented in Exhibit A to
this letter is backlog and revenue trend data for the last 14 quarters. At the end of any given fiscal quarter, our recorded backlog might or might not translate into revenue during the next succeeding quarter or a later fiscal quarter.

Mr. Larry Spirgel

FOIA CONFIDENTIAL TREATMENT REQUEST

August 20, 2011

CONFIDENTIAL TREATMENT REQUESTED

 Page
 3

BY NOVATEL WIRELESS, INC. (NWI – 0003)

 The purpose of our reference to our strong backlog in the February 24, 2011 press
release was to disclose that our backlog level reflected significant orders for next generation products that were not reflected in the Q1 revenue guidance due to delayed product launches.

Similarly, our reference to our backlog in the May 5, 2011 press release was intended to disclose the source of our confidence in our
Q2 guidance related to the launching of our new products during Q2.

 In contrast to our backlog, we believe that our financial
guidance, which we furnish to our investors on a quarterly basis, presents a more complete picture of our anticipated revenue for the stated period. While our guidance typically incorporates elements of our backlog as of the announced date, it is
determined on the basis of a number of factors, including our then current customer base, historical purchasing and delivery rescheduling patterns and existing manufacturing capacity and component constraints. Nevertheless, we do acknowledge and
understand the Staff’s comment regarding the identified press release disclosure and the provisions of Item 101(c)(1)(viii) of Regulation S-K.

 Item 101(c)(1)(viii) of Regulation S-K notes that the requested disclosures should be provided to the extent they are material to an understanding of the registrant’s business taken as a whole.
We believe, based on our historical backlog volatility and the ability of our customers to modify unit quantities and product delivery dates, that backlog is not material to understanding our business and could possibly be misleading if interpreted
as such. Therefore, we do not believe it is appropriate to disclose backlog data in our public reports so as to be used as a basis for investors to assess anticipated revenue.

 Based on the above, we respectfully request that the Staff reconsider this comment.

 If we
fail to develop and timely introduce, page 10

3.
Comment: Per your disclosure, you enter into contracts with some customers pursuant to which you develop products for later sale to that customer, 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 typical
payment terms are. Refer to your basis in the accounting literature.

 Response: The discussion on page 10
in our 2010 Form 10-K regarding customer development and product arrangements is a legacy reference predominantly for activity occurring prior to 2008. In prior years, the Company engaged in arrangements involving the bundling of both contracted
product development and sale of products to customers.

Mr. Larry Spirgel

FOIA CONFIDENTIAL TREATMENT REQUEST

August 20, 2011

CONFIDENTIAL TREATMENT REQUESTED

 Page
 4

BY NOVATEL WIRELESS, INC. (NWI – 0004)

 During the year ended December 31, 2010, we recorded $7,000 of revenue associated
with development and product arrangements involving the bundling of both contracted product development and sale of products to customers (under a previously existing arrangement resulting from our acquisition of Enfora, Inc. on November 30,
2010). For the years ended December 31, 2009 and 2008 the Company had no such arrangements.

 During 2008, we engaged in
research and development activity under a development arrangement with one of our component suppliers, and recorded $1.8 million in revenue upon the completion of that arrangement under the completed contract methodology of revenue recognition. That
arrangement did not include any product sales and is noted on page 5 of the 2010 Form 10-K under the caption “Product Research and Development.” No development revenue was recorded for the years ended December 31, 2010 and 2009.

 We continue to review potential business development opportunities that involve the potential for bundled development and
product sale arrangements. As a result, we believe that disclosure of the risks associated with such arrangements is relevant. If we were to enter into such arrangements, we would then address the appropriate revenue accounting under the relevant
accounting standards and guidance, including SAB 104, ASU 2009-13, and others as deemed applicable.

 Revenue Recognition, page 34

4.
Comment: We note your basis for revenue recognition for product sales which are predicated primarily on delivery. With a view towards 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.

 Response: For the three year period covered by the financial statements included in our 2010 Form 10-K, significantly all revenue was associated with single accounting unit sales of hardware. As a
result, the Company recorded revenue associated with the agreed upon price on single unit hardware sales, and accrued any estimated costs of post-delivery performance obligations, such as warranty obligations.

The Company recognizes revenue when it is realized or realizable and earned. Generally, we consider the four basic revenue recognition
criteria discussed under SAB 104 when assessing appropriate revenue recognition as follows:

•

 Criterion #1 - Persuasive evidence of an arrangement must exist at the cutoff point:

•

 The final arrangement between the Company and the customer must be documented in writing via a contract and/or an accepted customer PO.

•

 Documentation, original (and modified), must be effective and executed prior to period cutoff.

Mr. Larry Spirgel

FOIA CONFIDENTIAL TREATMENT REQUEST

August 20, 2011

CONFIDENTIAL TREATMENT REQUESTED

 Page
 5

BY NOVATEL WIRELESS, INC. (NWI – 0005)

•

 Documentation should be subject to review and authorization by designated staff within the Company, with appropriate counterparty approval by the
customer’s representative.

•

 Criterion #2 - Delivery has occurred:

•

 For hardware sales, ownership and risk of loss, both legal and substantive, must have passed to the customer by the period end cutoff point.

•

 No significant, non-warranty, delivery or service performance requirements (essential and non-perfunctory non-warranty delivery and service
requirements) can remain as of the cutoff point for the delivered revenue unit.

•

 Delivery for the revenue unit is complete (for example, all components and packaging have been provided to the customer).

•

 Criterion #3 - The Company’s price to the buyer must be fixed or determinable:

Price must either be known or estimable with reasonable certainty.

•

 We also consider whether terms such as return rights or future concessions may preclude determining that the price is fixed at time of shipment.

•

 Any agreed to, potential or contingent modifications to the stated price via rebates, marketing development fund arrangements, discounts to invoice
price, and any other pricing concessions if present are considered in the Company’s revenue accounting.

•

 Criterion #4 - Collectibility is reasonably assured:

•

 Revenue is recognized if it is reasonably assured that customers will pay, having the financial wherewithal to pay and the amount will be collected
within or around the stated invoice payment terms.

•

 We assess payment terms also to ensure that such terms are within acceptable industry standards for the sales transactions. In our business, this
typically ranges from credit terms of 30 to 90 days.

Mr. Larry Spirgel

FOIA CONFIDENTIAL TREATMENT REQUEST

August 20, 2011

CONFIDENTIAL TREATMENT REQUESTED

 Page
 6

BY NOVATEL WIRELESS, INC. (NWI – 0006)

 Additionally, the Company adopted ASU 2009-13 and ASU 2009-14 effective for our fiscal
year beginning January 1, 2010; however, the adoption of those standards did not have any material impact to our revenue accounting. This was due to the lack of any significant change in our existing revenue accounting that resulted
predominantly from the accounting guidance offered in SAB 104 on single unit revenue transactions with respect to our hardware sales. The Company noted the adoption of these standards and the lack significant revenues from both multi element
arrangement and software sales during each of the years 2010, 2009, and 2008, in our Footnote 1 to our December 31, 2010 financial statements included in our 2010 Form 10-K.

The Company will clarify its revenue recognition policy disclosure related to the consideration of all the other requirements under SAB
104 in future filings.

 Fair Value Measurement of Assets and Liabilities, page F-17

5.
Comment: 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 ASC 820-10 and examples in paragraphs 820-10- 55-22A through 55-22B.

 Response: For each class of assets reported under Level 2 we used the following valuation techniques and inputs.

 Asset

 Valuation Techniques

 Inputs

Corporate debentures/bonds

Pricing services and broker pricing information.

Benchmark yields, reported trades and broker/dealer quotes, two-sided markets and industry & economic events.

Municipal bonds

Pricing services and broker pricing information.

Benchmark yields, reported trades, broker/dealer quotes; including Municipal Securities Rule Making Board reported trades and material event notices.

Certificates of deposit

Pricing services and broker pricing information.

Broker quotes, yield to maturity, and benchmark yields.

Government agency securities

“ECNs” Electronic Communication Networks and broker feeds.

Benchmark yields, trade data and broker/dealer quotes; including vendor trading platform data.

 The Company will include a discussion of the valuation techniques and inputs used in accordance with
paragraph 50-2(e) of ASC 820-10 in future filings.

 Quarterly Financial Information, page F-35

6.
Comment: Please explain to us why your revenues significantly increased during the fourth quarter of 2010. In particular, tell us in detail

•

 the extent of your expanded addressable market;

•

 the broadened product portfolio which significantly 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. Larry Spirgel

FOIA CONFIDENTIAL TREATMENT REQUEST

August 20, 2011

CONFIDENTIAL TREATMENT REQUESTED

 Page
 7

BY NOVATEL WIRELESS, INC. (NWI – 0007)

 Response: The increase in revenue during Q4 was primarily attributable to a large
order from Verizon Wireless for our 3G MiFi mobile hot spot products. These products were ordered for delivery in Q4 by Verizon W

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

Mail Stop 4561 via fax (858) 812-3411
 October 4, 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 File No. 000-31659
 Dear Mr. Halvorson:
  We have completed our review of your 10- K noted above and do not, at this time,
have any further comments.          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

Mail Stop 4561
via fax (858) 812-3411
August 23 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-Ks Filed on May 1, 2007 and August 6, 2007
File No. 000-31659

Dear Mr. Halvorson:

We have reviewed your response lett er dated August 6, 2007 and have the
following comment.  Where in dicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanati on.  In our comment, we ask you to provide us with
information so we may better understand your  disclosure.  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 8-Ks Filed May 1, 2007 and August 6, 2007
1. We note your response to our prior co mment no. 5 where you indicate that you
will revise your disclosure in future fili ngs to comply with Item 10(e)(1)(i)(C) and
(D) of Regulation S-K and Question 8 of the related Frequently Asked Questions
Regarding Use of Non-GAAP Financial Measures (FAQ).  We note, however,
that you did not make any revisions to  the Company’s August 6, 2007 Form 8-K
as the disclosures regarding “Use of  non-GAAP Financial Measures” mirror the
disclosures in your May 1, 2007 Form 8-K, wh ich were the subject of our original

Dan L. Halvorson
Novatel Wireless, Inc.
August 23, 2007 Page 2
comment.  It is not evident from your  current disclosures why stock-based
compensation expense would not impact ongoing operations as compensation expense is necessary to conduct your core operations.  Thus, we are reissuing this
comment.  Tell us how you considered Qu estion 8 of FAQ Regarding the Use of
Non-GAAP Financial Measures  to include the following disclosures for each of
your non-GAAP measures (i.e., non-GAAP  income and non-GAAP EPS):
• 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
• the substantive reasons why manageme nt believes the non-GAAP financial
measure provides useful in formation to investors.
Also, tell us why you did not include the reconciliation for Q2’07 non-GAAP net
income and Q2’07 EPS in your Form 8-K filed on August 6, 2007.
Supplementally provide your proposed revi sed disclosures with your response.

As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provi de 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 comment.

You may contact Kari Jin, Staff Accountant, at (202)  551-3481 or me at (202)
551-3730 if you have questions regarding this comment.

       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

CORRESP
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Correspondence Letter

 COVER LETTER BY EDGAR

 September 12, 2007

 VIA EDGAR AND FEDERAL EXPRESS

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

Kathleen Collins, Accounting Branch Chief

Kari Jin Staff Accountant

Re:

Novatel Wireless, Inc.

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

Filed on March 16, 2007

Form 8-Ks Filed on May 1, 2007 and August 6, 2007

File No. 000-31659

 Dear Ms. Collins and Ms. Jin:

 This letter sets forth the responses of Novatel Wireless, Inc. (the “Company”) to the comments set forth in the Staff’s letter dated August 23, 2007, in connection with the Company’s
Form 8-Ks filed on May 1, 2007 and August 6, 2007. For your convenience, we have enclosed a copy of the Staff’s letter, and in this letter have set forth the comment from the Staff’s letter followed by the Company’s
response.

 Comment: We note your response to our prior comment no. 5 where you indicate that you will revise your disclosure in future filings to
comply with Item 10 (e)(1)(i)(C) and (D) of Regulation S-K and Question 8 of the related Frequently Asked Questions Regarding Use of Non-GAAP Financial Measures (FAQ). We note, however, that you did not make any revisions to the
Company’s August 6, 2007 Form 8-K as the disclosures regarding “Use of non-GAAP measures” mirror the disclosures in your May 1, 2007 Form 8-K, which were the subject of our original comment. It is not evident from your
current disclosure why stock-based compensation expense would not impact ongoing operations as compensation expense is necessary to conduct your core operations. Thus, we are reissuing this comment. Tell us how you considered Question 8 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures to include the 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

•

 the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

 Also tell us why you did not include the reconciliation for Q2 ’07 non-GAAP net income and Q2 ’07 EPS in your Form 8-K filed on August 6, 2007.
Supplementally provide your proposed revised disclosure with your response.

 Response: It appears the Company did not adequately address the
SEC’s comment regarding reconciliation of non-GAAP net income and Q2 ’07 EPS in our Form 8-K filed on August 6, 2007 due to the misapplication of the applicable SEC rules, for which we hereby apologize.

 The Company acknowledges the Staff’s comment and will enhance its disclosures to comply with Item 10 (e)(1)(i)(C) and (D) of Regulation S-K and to be in
accordance with Question 8 of the related FAQ in its future earnings releases and SEC filings. As discussed with Ms. Jin, no amended filing is required and our proposed disclosures would have read as follows:

 In future filings, we will include a tabular reconciliation of non-GAAP net income and diluted earnings per share similar to the following:

Net Income

Earnings Per
Share, Diluted

 GAAP

$
7,961

$
0.25

 Adjustment:

 Stock-based compensation expense, net of income taxes

1,820

0.06

 Non-GAAP

$
9,781

$
0.31

 Additionally, we will include a disclosure regarding the use of non-GAAP financial measures similar to the
following:

 Note Regarding Use of Non-GAAP Financial Measures

 Novatel Wireless has provided in this release financial information that has not been prepared in accordance with GAAP. Non-GAAP net income and diluted
earnings per share exclude share-based compensation expenses, net of income taxes. Non-GAAP

net income and diluted earnings per share assume a tax rate which management believes reflects its long-term effective tax rate. Novatel Wireless uses these
non-GAAP financial measures internally in analyzing its financial results and making operating decisions and believes they are useful to investors, as a supplement to GAAP measures, in evaluating ongoing operating results and trends and in comparing
its financial measures with other companies in Novatel Wireless’ industry, many of which present similar non-GAAP financial measures to investors.

 Non-GAAP net income and diluted earnings per share are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures are not intended to be
used in isolation and, moreover, they should not be considered as a substitute for net income and diluted earnings per share or any other performance measure determined in accordance with GAAP. We present non-GAAP net income and diluted earnings per
share because we consider each to be an important supplemental measure of our performance.

 Management uses these non-GAAP financial
measures to make operational decisions, evaluate the Company's performance, prepare forecasts and determine compensation. Further, management believes that both management and investors benefit from referring to these non-GAAP financial measures in
assessing the Company's performance when planning, forecasting and analyzing future periods. The share-based compensation expenses are expected to vary depending on the number of new grants issued to both current and new employees, and
changes in the Company’s stock price, stock market volatility, expected option life and risk-free interest rates, all of which are difficult to estimate. In calculating non-GAAP net income and diluted earnings per share,
management excludes share-based compensation expenses to facilitate its review of the comparability of the Company's operating performance on a period-to-period basis because such expenses are not, in management's review, related to the Company's
ongoing operating performance. Management uses this view of its operating performance for purposes of comparison with its business plan and individual operating budgets and allocation of resources.

 We further believe that these non-GAAP financial measures are useful to investors in providing greater transparency to the information used by management
in its operational decision making. We believe that the use of non-GAAP net income and diluted earnings per share also facilitates a comparison of Novatel Wireless’s underlying operating performance with that of other companies in our industry,
which use similar non-GAAP financial measures to supplement their GAAP results.

 Calculating non-GAAP net income and diluted earnings per
share have limitations as an analytical tool, and you should not consider these measures in isolation or as substitutes for GAAP net income and diluted earnings per share. In the future, we expect to continue to incur expenses similar to the
non-GAAP adjustments described above, and exclusion of these items in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Investors and potential
investors are cautioned that there are material limitations associated with the

use of non-GAAP financial measures as an analytical tool. Some of the limitations in relying on non-GAAP net income and diluted earnings per share are:

•

 Other companies, including other companies in our industry, may calculate non-GAAP net income and diluted earnings per share differently than we do, limiting their
usefulness as a comparative tool.

•

 The Company's income tax expense will be ultimately based on its GAAP taxable income and actual tax rates in effect, which may differ significantly from the
effective tax rate used in our non-GAAP financial measures.

 In addition, the adjustments to our GAAP financial measures
reflect the exclusion of share-based compensation expenses that are recurring and will be reflected in the Company's financial results for the foreseeable future. The Company compensates for these limitations by providing specific information
regarding the GAAP amount excluded from the non-GAAP financial measures. The Company further compensates for the limitations of our use of non-GAAP financial measures by presenting comparable GAAP measures more prominently. The Company evaluates the
non-GAAP financial measures together with the most directly comparable GAAP financial measures.

 Investors and potential investors are
encouraged to review the reconciliation of non-GAAP financial measures contained within this press release with our GAAP net income and diluted earnings per share. For more information, see the consolidated statements of income and the
"Reconciliation of GAAP to Non-GAAP Financial Measures" contained in this press release.

 Please advise Shawn Swaney or Patrick Waters of this office at
(858) 812-0669 or (858) 812-0610, respectively, if you have any questions regarding the foregoing. Also, please direct any future correspondence to Shawn Swaney by fax at (858) 812-0669.

Sincerely,

 /s/ Shawn Swaney

Shawn Swaney

Corporate Controller

CORRESP
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Correspondence

 Novatel Wireless, Inc.

 9645 Scranton Road

 San Diego, CA 92121

 September 6, 2007

 VIA EDGAR AND FEDERAL EXPRESS

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

 Kathleen Collins, Accounting Branch Chief

 Kari Jin, Staff Accountant

Re:

 Novatel Wireless, Inc.

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

 Filed on March 16, 2007

 Form 8-Ks Filed on May 1, 2007 and August 6, 2007

 File No. 000-31659

 Dear Ms. Collins and Ms. Jin:

 Novatel Wireless, Inc. (“Novatel”) is in receipt of your comment letter dated August 23, 2007 requesting a response within ten business days.
The letter was addressed to Mr. Dan Halvorson whom Novatel no longer employs and the letter was not received at our offices until September 4, 2007. As a result, Novatel respectfully requests an extension of time to file a response. Per my
telephone conversation with Ms. Kari Jin held on September 6, 2007, it is Novatel’s understanding that Novatel may timely file its responses by September 21, 2007.

 Please feel free to contact me at (858) 812-0669 or Novatel’s Deputy General Counsel, Patrick Waters at (858) 812-0610, if you have any
questions regarding this letter.

 Sincerely,

 /s/ Shawn Swaney

Shawn Swaney

Corporate Controller

Novatel Wireless, Inc.

CORRESP
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filename1.htm

Correspondence letter

 August 6, 2007

 VIA
EDGAR AND FEDERAL EXPRESS

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention:

Kathleen Collins, Accounting Branch Chief

Kari Jin, Staff Accountant

 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 Ms. Collins and Ms. Jin:

 This letter sets forth the responses of Novatel Wireless, Inc. (the “Company”) to the comments set forth in the Staff’s letter dated July 9, 2007, in connection with the Company’s
(i) Form 10-K for the fiscal year ended December 31, 2006 filed on March 16, 2007 and (ii) Form 8-K filed on May 1, 2007. For your convenience, we have enclosed a copy of the Staff’s letter, and in this letter have
numbered and set forth each comment from the Staff’s letter followed by the Company’s response. Pursuant to my telephone conversation with Ms. Jin, the Company will appropriately revise its disclosure prospectively in response to the
comments set forth in the comment letter rather than amend the above listed two filings.

1.
Comment: We note your statement that “controls and procedures, no matter how well designed and operated, can provide only reasonable assurance 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 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 Management’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>.

 Response: The Company acknowledges the Staff’s comment and will revise its disclosure
accordingly in all its future Commission filings.

2.
Comment: We note that the Company recognizes revenue from the sale of your wireless modems in accordance with SAB 104. We further note, however, that the Company also sells a
suite of software 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 whether
you considered including a discussion of SOP 97-2 in your accounting policy footnotes.

 Response: The Company does not
generate any revenue from the sale of its MobiLink Mobile Communications (“Mobilink”) software products. The Mobilink software is included with some of the Company’s wireless modem products. The software included in the Company’s
products is not a significant focus of the marketing efforts and is not sold separately. The marketing focus of the product is primarily based on the hardware features. The Company has considered the guidelines of SOP 97-2 and has performed an
analysis to determine whether SOP 97-2 is applicable and has concluded that the sale of the Company’s software is incidental to the product and SOP 97-2 is not applicable to the Company. As a result, the Company determined not to include a
discussion of SOP 97-2 in its accounting policy footnotes.

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

 Response: The Company sells its products to customers in the
following countries in the Middle East: United Arab Emirates, Israel, Kuwait, Saudi Arabia and Turkey. The Company receives and responds to sales inquiries with respect to its customers who re-sell the Company’s products in the Middle East out
of the Company’s sales offices located in the United Kingdom. Nevertheless, the Company does not itself have any offices or physical operations located in the Middle East.

4.
Comment: 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 Asked Questions Regarding the Use of Non-GAAP Financial Measures to include the 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

•

 the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

 In this regard, we believe you should further enhance your disclosures to comply with Item 10 (e)(1)(i)(C) and (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 appear overly broad considering that companies and investors may differ as to which items warrant adjustment and what constitutes core operating results.

 Response: The Company acknowledges the Staff’s comment and, based upon the above-referenced telephone conversation with the Staff, will
enhance its disclosures to comply with Item 10 (e)(1)(i)(C) and (D) of Regulation S-K and to be in accordance with Question 8 of the related FAQ in all its future earnings releases and Commission filings.

5.
Comment: We also believe the non-GAAP operating statement 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 defines 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 individual non-GAAP measures (i.e., line items, subtotals, etc.) provided each one complies with Item 10 of Regulation S-K and the Division of Corporate
Finance’s Frequently Asked Questions Regarding Use of Non-GAAP Financial Measures, Question 8.

 Response: The
Company acknowledges the Staff’s comment and, based upon the above-referenced telephone conversation with the Staff, will remove the non-GAAP operating statement column in all its future earnings releases and Commission filings.

 The Company hereby acknowledges that

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

•

 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 federal securities laws of the United
States.

 Please advise me or Patrick Waters of this office at (858) 812-0642 or (858) 812-0610, respectively, if you
have any questions regarding the foregoing.

 Sincerely,

 /s/ TREVOR
RENFIELD

 Trevor Renfield

 Senior Director of Finance

CORRESP
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Correspondence Letter

 Novatel Wireless, Inc.

 9645 Scranton Road

 San Diego, CA 92121

 July 20, 2007

 VIA EDGAR AND FEDERAL EXPRESS

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:

 Kathleen Collins, Accounting Branch Chief

 Kari Jin, Staff Accountant

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 Ms. Collins and Ms. Jin:

 Novatel Wireless, Inc. (“Novatel”) is in receipt of your comment letter dated July 9, 2007 requesting a response within ten business days.
The letter was addressed to Mr. Dan Halvorson whom Novatel no longer employs and, as a result, the appropriate department did not receive your letter until July 19, 2007. As a result, Novatel respectfully requests an extension of time to
file a response. Per my telephone conversation with Ms. Kari Jin held on July 19, 2007, it is Novatel’s understanding that Novatel may timely file its responses by August 6, 2007.

 Please feel free to contact me at (858) 812-0642 or Novatel’s outside counsel, Ms. Teri O’Brien at (858) 720-2520, if you have
any questions regarding this letter.

 Sincerely,

 /s/ Trevor Renfield

Trevor Renfield

Senior Director of Finance

Novatel Wireless, Inc.

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