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EXHIBIT 4.2.1

                           CERTIFICATE OF AMENDMENT OF
                           CERTIFICATE OF DESIGNATION
                   OF PREFERENCES OF SERIES B PREFERRED STOCK
                                       OF
                                XATA CORPORATION,
                             A MINNESOTA CORPORATION

The undersigned, Craig S. Fawcett, hereby certifies that:

         (a)      He is the duly elected and acting Chief Executive Officer of
Xata Corporation, a Minnesota corporation (the "Corporation").

         (b)      On December 8, 2003, the Corporation filed with the Secretary
of State of the State of Minnesota the Certificate of Designation of Preferences
of Series B Preferred Stock of Xata Corporation (the "Certificate of
Designation").

         (c)      Pursuant to the authority conferred upon the Board of
Directors of the Corporation by Section 3.2 of the Corporation's Restated
Articles of Incorporation (the "Articles"), the Board of Directors of the
Corporation on January 13, 2004, adopted the following resolutions amending the
following provisions of the Certificate of Designation;

         WHEREAS, the Board of Directors of the Corporation desires to amend and
restate certain of the powers, rights, preferences, qualifications, limitations
and restrictions relating to the Series B Preferred Stock:

         NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested
in the Board of Directors of the Corporation in accordance with the provisions
of the Articles, the following sections of the Certificate of Designation are
amended as follows:

         1.       Amendment and Restatement of Section 4(D). Section 4(D) is
amended and restated in full to read as follows:

                  "(D) For purposes of this Section 4, unless waived in writing
         by holders of sixty percent (60%) of the outstanding shares of Series B
         Preferred Stock, a Change of Control shall be deemed to be a
         Liquidation Event and shall entitle the holders of Series B Preferred
         Stock to receive proceeds from such Liquidation Event (including
         payments at closing, and at each date after the closing on which
         additional amounts are paid to stockholders of the Corporation as a
         result of the Liquidation Event) in cash, securities or other property
         (valued as provided in Section 4(E) below) in the amount specified in
         this Section 4. A "Change of Control" shall mean (i) any acquisition of
         the Corporation by means of merger or other form of corporate
         reorganization in which outstanding shares of the Corporation are
         exchanged for securities or other consideration issued, or caused to be
         issued, by an acquiring corporation or its subsidiary (other than a
         mere reincorporation transaction) or person

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         or group in which in excess of forty percent (40%) of the voting power
         of the Corporation's outstanding Common Stock is transferred; (ii) a
         sale of all or substantially all of the assets of the Corporation; or
         (iii) the beneficial acquisition from the Corporation by any person or
         group in a transaction or series of related transactions in which such
         person or group holds in excess of forty percent (40%) of the voting
         power of the Corporation's outstanding Common Stock following such
         transaction."

         2.       Amendment of Section 5(A)(i) Caption.

         The caption to Section 5(A)(i) is hereby amended to be entitled
"Optional Redemption by the Corporation."

         3.       Amendment of Sections 5(A) and 5(B).

         (a)      Section 5(A)(ii) is hereby amended and restated in full to
                  read as follows:

                  "(ii)    At the Request of the Holders:

                  (A)      The holders of sixty percent (60%) of the Series B
                           Preferred Stock may, by written notice to the
                           Corporation (the "Election Notice"), require the
                           Corporation to redeem the outstanding shares of
                           Series B Preferred Stock at any time following the
                           first to occur of: (a) the Maturity Date (as defined
                           in Section 5(A)(i)), (b) the delivery of an
                           Acceleration Event Notice (as defined below) or (c) a
                           Change in Control. Any such Election Notice shall
                           specify a date upon which such redemption shall occur
                           (the "Redemption Date"); provided, however, that if
                           the redemption is related to the passing of the
                           Maturity Date or a Change of Control, then (i) the
                           Election Notice shall be given not less than sixty
                           (60) days nor more than ninety (90) days prior to the
                           requested Redemption Date, and (ii) at least thirty
                           (30) days but no more than sixty (60) days prior to
                           the Redemption Date the Corporation shall send a
                           notice (a "Redemption Notice") to all holders of
                           Series B Preferred Stock setting forth (A) the
                           Redemption Date, (B) the Redemption Price for the
                           shares of Series B Preferred Stock to be redeemed,
                           and (C) the place at which such holders may obtain
                           payment of their respective portions of the Total
                           Redemption Price upon surrender of their share
                           certificates. If redemption is being sought in
                           connection with an Acceleration Event, the
                           Corporation shall set the Redemption Date on a date
                           as soon as practicable following the occurrence of
                           the Acceleration Event, and shall send the Redemption
                           Notice to all holders of Series B Preferred Stock as
                           far as practicable in advance of the Redemption Date.
                           The Corporation shall effect such redemption on the
                           Redemption Date by paying the Redemption Price in
                           exchange for each share of Series B Preferred Stock.

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                  (B)      Notwithstanding the foregoing, the Corporation may
                           decline to redeem any or all of the Series B
                           Preferred Stock (provided that any redemption in part
                           shall be pro rata across holders) and in such case,
                           the Preferred Dividend described in Section 3 shall
                           increase from four percent (4%) per annum to ten
                           percent (10%) per annum and shall be compounded
                           semi-annually from the date of the Election Notice.

                  (C)      Notwithstanding the above, any holder of Series B
                           Preferred Stock may convert such shares into Common
                           Stock pursuant to Section 6(A) prior to the date
                           immediately preceding the Redemption Date.

                  (D)      For purposes of this Section 5(A)(ii), an
                           Acceleration Event shall consist of (i) any judgment
                           against the Corporation in excess of $10,000,000
                           unless such judgment is stayed within sixty (60) days
                           of the date of such judgment; (ii) any event of
                           default under any indebtedness of the Corporation
                           that causes $10,000,000 or more of such indebtedness
                           to accelerate; or (iii) an event of bankruptcy, an
                           assignment for the benefit of creditors or similar
                           event. The Corporation shall, on the date an
                           Acceleration Event (as defined below) occurs, or as
                           soon as reasonably practicable thereafter (but in no
                           event later than five (5) days following the date of
                           an Acceleration Event), provide a written notice to
                           all holders of Series B Preferred Stock with a
                           description of the facts giving rise to the
                           Acceleration Event (the "Acceleration Event
                           Notice")."

         (b)      Section 5(A)(iii) is hereby deleted in its entirety.

         (c)      Section 5(B) is hereby amended and restated in full to read as
                  follows:

                  "(B)     Method of Redemption.

                           (i)      On or prior to the Redemption Date, the
                  Corporation shall deposit the Total Redemption Price of the
                  shares to be redeemed with a bank or trust company having
                  aggregate capital and surplus in excess of $100,000,000, as a
                  trust fund (an "Eligible Institution"), with irrevocable
                  instructions and authority to the Eligible Institution to pay,
                  on and after the Redemption Date, the Redemption Price of the
                  shares to their respective holders upon the surrender of their
                  share certificates. Any money deposited by the Corporation
                  pursuant to this Section 5(B) for the redemption of shares
                  thereafter converted into shares of Common Stock pursuant to
                  Section 4 hereof prior to the Redemption Date shall be
                  returned to the Corporation forthwith upon such conversion.
                  The balance of any funds deposited by the Corporation pursuant
                  to this Section 5(B) remaining unclaimed at the expiration of
                  one (1) year following the Redemption Date shall be returned
                  to the Corporation promptly upon its written request, and each
                  holder of

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                  Preferred Stock shall thereafter look only to the Corporation
                  for payment of the Redemption Price.

                           (ii)     Each holder of shares of Series B Preferred
                  Stock to be redeemed shall surrender such holder's
                  certificates representing such shares to the Corporation in
                  the manner and at the place designated in the Redemption
                  Notice, and thereupon the Redemption Price of such shares
                  shall be payable to the holder of the person whose name
                  appears on such certificate or certificates as the owner
                  thereof and each surrendered certificate shall be canceled.
                  From and after the Redemption Date, unless there shall have
                  been a default in payment of the Redemption Price or the
                  Corporation is unable to pay the Total Redemption Price, all
                  rights of the holder of such shares as holder of Series B
                  Preferred Stock (except the right to receive the Redemption
                  Price per share without interest upon surrender of their
                  certificates), shall cease and terminate with respect to such
                  shares; provided that in the event that any shares of Series B
                  Preferred Stock are not redeemed due to a default in payment
                  by the Corporation, due to the election by the Corporation not
                  to effect the redemption, pursuant to Section 5(A)(ii)(B), or
                  because the Corporation does not have sufficient legally
                  available funds, such shares of Series B Preferred Stock shall
                  remain outstanding and shall be entitled to all of the rights
                  and preferences provided herein until redeemed."

                                      * * *

         RESOLVED FURTHER, that the Chairman of the Board, the Chief Executive
Officer, the President or any Vice President, the Secretary, the Chief Financial
Officer, the Treasurer, or any Assistant Secretary or Assistant Treasurer of
this Corporation are each authorized to execute, verify, and file the Amendment
to Certificate of Designation of Preferences of Series B Preferred Stock in
accordance with Minnesota law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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         IN WITNESS WHEREOF, the undersigned has executed this certificate and
does affirm the foregoing as true under penalty of perjury this 13th day of
January, 2004.

                                                 /s/ Craig S. Fawcett
                                            ------------------------------------
                                            Craig S. Fawcett
                                            Chief Executive Officer