Exhibit
      4.2

    CERTIFICATE
      OF AMENDMENT OF

    AMENDED
      AND RESTATED

    CERTIFICATE
      OF INCORPORATION

    OF

    I.D.
      SYSTEMS, INC.

    


    (Under
      Section 242 and 228 of the Delaware General Corporation Law)

     

    The
      undersigned, being the Chairman and Chief Executive Officer of I.D. Systems,
      Inc., a corporation organized and existing under the laws of the State of
      Delaware (the “Corporation”), does hereby certify as follows:

    


    1. The
      name
      of the Corporation is I.D. Systems, Inc.

    


    2. The
      amendment to the Amended and Restated Certificate of Incorporation set forth
      in
      the following resolutions has been approved by the Corporation’s Board of
      Directors and was duly adopted in accordance with the provisions of Section
      242
      of the General Corporation Law of the State of Delaware.

    


    3. Article
      FOURTH of the Amended and Restated Certificate of Incorporation is hereby
      amended and restated to read as follows:

     

    “FOURTH:

    


    (A) AUTHORIZED
      STOCK. The total number of shares of all classes of stock which the Corporation
      has authority to issue is 55,000,000, consisting of (a) 50,000,000 shares of
      common stock, par value $.01 per share of the Corporation (the "Common Stock"),
      and (b) 5,000,000 shares of preferred stock, par value $.01 per share, of the
      Corporation (the "Preferred Stock").”

    


    (B) PREFERRED
      STOCK. The Preferred Stock may be issued from time to time in one or more
      series. The Board of Directors is hereby authorized to create and provide for
      the issuance of shares of Preferred Stock in series and, by filing a certificate
      pursuant to the applicable law of the State of Delaware (hereinafter referred
      to
      as a "Preferred Stock Designation"), to establish from time to time the number
      of shares to be included in each such series, and to fix the designation, power,
      preferences and rights of the shares of each such series and the qualifications,
      limitations or restrictions thereof.”

    


    IN
      WITNESS WHEREOF, the
      undersigned, being a duly elected officer of the Corporation, has executed
      this
      Certificate of Amendment and affirms the statements herein contained on this
      9th
      day of June, 2006.

     

    
      	 	 	 
	 	I.D.
              SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jeffrey
              M. Jagid
	 	
              
Jeffrey
              M. Jagid
	 	Chairman
              and Chief Executive Officer


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE
      OF CORRECTION

    TO
      

    CERTIFICATE
      OF AMENDMENT

    TO

    AMENDED
      AND RESTATED

    CERTIFICATE
      OF INCORPORATION

    OF

    I.D.
      SYSTEMS, INC.

    


    (Under
      Section 103(f) of the Delaware General Corporation Law)

    


     

    The
      undersigned, being the Chairman and Chief Executive Officer of I.D. Systems,
      Inc., a corporation organized and existing under the laws of the State of
      Delaware (the “Corporation”), does hereby certify as follows:

    


    1. The
      name
      of the Corporation is I.D. Systems, Inc.

    


    2. A
      Certificate of Amendment (the “Certificate of Amendment”) to the Amended and
      Restated Certificate of Incorporation of the Corporation (the “Certificate of
      Incorporation”) was filed by the Secretary of State of Delaware on June 9, 2006
      and the Certificate of Amendment requires correction as permitted by Section
      103(f) of the General Corporation Law of the State of Delaware.

    


    3. The
      inaccuracy and defect of the Certificate of Amendment to be corrected is as
      follows: Article 3 of the
      Certificate of Amendment amended and restated clause (A) of Article FOURTH
      of
      the Certificate of Incorporation, but inadvertently failed to restate clauses
      (B) and (C) of Article FOURTH in their entirety.

     

    4.
       Article
      3
      of the Certificate of Amendment is hereby amended and restated in its entirety
      to read as follows: “Article
      FOURTH of the Amended and Restated Certificate of Incorporation is hereby
      amended and restated in its entirety to read as follows: 

     

    ‘FOURTH:

    


    (A) AUTHORIZED
      STOCK. The total number of shares of all classes of stock which the Corporation
      has authority to issue is 55,000,000, consisting of (a) 50,000,000 shares of
      common stock, par value $.01 per share of the Corporation (the "Common Stock"),
      and (b) 5,000,000 shares of preferred stock, par value $.01 per share, of the
      Corporation (the "Preferred Stock").”

    


    (B) PREFERRED
      STOCK. The Preferred Stock may be issued from time to time in one or more
      series. The Board of Directors is hereby authorized to create and provide for
      the issuance of shares of Preferred Stock in series and, by filing a certificate
      pursuant to the applicable law of the State of Delaware (hereinafter referred
      to
      as a "Preferred Stock Designation"), to establish from time to time the number
      of shares to be included in each such series, and to fix the designation, power,
      preferences and rights of the shares of each such series and the qualifications,
      limitations or restrictions thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      authority of the Board of Directors with respect to each series shall include,
      but not be limited to, determination of the following:

    


    
      	 	
              (i)

            	
              The
                designation of the series, which may be by distinguishing number,
                letter
                or title.

            


    

    


    
      	 	
              (ii)

            	
              The
                number of shares of the series, which number the Board of Directors
                may
                thereafter (except where otherwise provided in the Preferred Stock
                Designation) increase or decrease (but not below the number of shares
                thereof then outstanding).

            


    

    


    
      	 	
              (iii)

            	
              Whether
                dividends, if any, shall be cumulative or noncumulative and the dividend
                rate of the series.

            


    

    


    
      	 	
              (iv)

            	
              The
                dates at which dividends, if any, shall be
                payable.

            


    

    


    
      	 	
              (v)

            	
              The
                redemption rights and price or prices, if any, for shares of the
                series.

            


    

    


    
      	 	
              (vi)

            	
              The
                terms and amount of any sinking fund provided for the purchase or
                redemption of shares of the series.

            


    

    


    
      	 	
              (vii)

            	
              The
                amounts payable on, and the preferences, if any, of shares of the
                series
                in the event of any voluntary or involuntary liquidation, dissolution
                or
                winding up of the affairs of the
                Corporation.

            


    

    


    
      	 	
              (viii)

            	
              Whether
                the shares of the series shall be convertible into or exchangeable
                for
                shares of any other class or series, or any other security, of the
                Corporation or any other corporation, and, if so, the specification
                of
                such other class or series of such other security, the conversion
                or
                exchange price or prices or rate or rates, any adjustments thereof,
                the
                date or dates at which such shares shall be convertible or exchangeable
                and all other terms and conditions upon which such conversion may
                be
                made.

            


    

    


    
      	 	
              (ix)

            	
              Restrictions
                on the issuance of shares of the same series or of any other class
                or
                series.

            


    

    


    
      	 	
              (x)

            	
              The
                voting rights, if any, of the holders of shares of the
                series.

            


    

    


    
      	 	
              (xi)

            	
              Such
                other powers, preferences and relative, participating, optional and
                other
                special rights, and the qualifications, limitations and restrictions
                thereof as the Board of Directors shall
                determine.

            


    

    


    (C)  COMMON
      STOCK. Each share of Common Stock shall be entitled to one vote per
      share.’”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the
      undersigned, being a duly elected officer of the Corporation, has executed
      this
      Certificate of Correction to the Certificate of Amendment to Amended and
      Restated Certificate of Incorporation and affirms the statements herein
      contained on this 13th day of July, 2007.

     

    
      
        	 	 	 
	 	I.D.
                SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jeffrey
                M. Jagid
	 	
                
Jeffrey
                M. Jagid
	 	
                Chairman
                  and Chief
                  Executive Officer