STATE OF MINNESOTA
EXHIBIT 3.3


                        OFFICE OF THE SECRETARY OF STATE

                                  AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                                XATA CORPORATION


         Pursuant to the provisions of Minnesota Statutes Section 302A.135, the
following Amendment to the Articles of Incorporation of XATA Corporation, a
Minnesota corporation, was approved and adopted pursuant to Minnesota Statutes
Chapter 302A.
         Article 3 of the Restated Articles of Incorporation of the Corporation,
as amended and restated to date, is hereby amended in its entirety to read as
follows:

                                    ARTICLE 3

                  3.1 This Corporation shall have the authority to issue an
         aggregate of twelve million (12,000,000) shares of Common Stock, $.01
         par value per share. Such shares shall be designated as this
         Corporation's "Common Stock" (the "Shares").

                  3.2 This Corporation shall have the authority to issue an
         aggregate of three hundred thirty-three thousand three hundred
         thirty-three (333,333) shares of Preferred Stock, consisting of fifty
         thousand (50,000) shares of Series A 8% Convertible Preferred Stock and
         two hundred eighty-three thousand three hundred thirty-three (283,333)
         shares which may be issued in one or more series as determined from
         time to time by the Board of Directors. The shares of Preferred Stock
         of any series authorized for issuance by the Board of Directors shall
         be senior to the Common Stock with respect to any distribution (as such
         term is defined in Section 302A.011, Subd. 10, Minnesota Statutes) if
         so designated by the Board of Directors upon issuance of the shares of
         that series. The Board of Directors is hereby granted the express
         authority to fix by resolution any other designations, powers,
         preferences, rights (including, without limitation, voting rights),
         qualifications, limitations or restrictions with respect to any
         particular series of Preferred Stock prior to issuance thereof.

<PAGE>


                  3.3 There shall be no cumulative voting by the holders of the
         Common Stock.

                  3.4 The shareholders of this Corporation shall have no
         preemptive rights to subscribe for or otherwise acquire (i) any new or
         additional shares of stock of this Corporation of any class whether now
         authorized or authorized hereafter, or (ii) any options or warrants to
         purchase, subscribe for or otherwise acquire any such new or additional
         shares of any class, or any shares, bonds, notes, debentures, or (iii)
         other securities convertible into or carrying options or warrants to
         purchase, subscribe for, or otherwise acquire any such new or
         additional shares of any class.

         I swear that the foregoing is true and accurate and that I have
authority to sign this document on behalf of the Corporation.

                                       XATA CORPORATION



Dated:  November 30, 2000              By   /s/ William P. Flies
       -------------------                --------------------------------------
                                              William P. Flies
                                              Its Chief Executive Officer


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