U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended: March 31, 2005

                                       or

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from                to

Commission File Number:  1-15087

                               I.D. SYSTEMS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                22-3270799
              --------                                ----------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

               One University Plaza, Hackensack, New Jersey 07601
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (201) 996-9000
                                 --------------
              (Registrant's telephone number, including area code)


        (Former name, former address and former fiscal year, if changed
                               since last report)

      Indicate  by check  mark  whether  the  registrant  (1) filed all  reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
        Yes |X|  No |_|

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

        Yes |_| No |X|

The number of shares  outstanding of the  registrant's  Common Stock,  $0.01 par
value, as of the close of business on May 11, 2005 was 7,713,255.





                                      INDEX

                               I.D. Systems, Inc.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.                                           Page
                                                                         ----

   Condensed Balance Sheets as of December 31, 2004
     - and March 31, 2005 (unaudited)                                     1

   Condensed Statements of Operations (unaudited)  -
     for the three months ended March 31, 2004 and 2005                   2

   Condensed Statements of Cash Flows (unaudited) -
     for the three months ended March 31, 2004 and 2005                   3

   Notes to Condensed Financial Statements                                4


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results  of Operations                   7

Item 3.  Quantitative and Qualitative Disclosures
         About Market Risk                                               10

Item 4.  Controls and Procedures                                         11

PART II - OTHER INFORMATION

Item 6.  Exhibits                                                        11

Signatures                                                               12





                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Financial Statements



                               I.D. Systems, Inc.
                            Condensed Balance Sheets
                                                    December 31,     March 31, 2005
                                                        2004            (Unaudited)
                                                   --------------    --------------
                                                               
ASSETS
      Cash and cash equivalents                    $    8,440,000         5,073,000
      Short-term investments                            3,195,000         3,488,000
      Accounts receivable, net                          1,432,000         3,609,000
      Unbilled receivables                                402,000                --
      Inventory                                         1,739,000         2,321,000
      Investment in sales type leases                      39,000            40,000
      Interest receivable                                  50,000            52,000
      Officer loan                                         10,000            10,000
      Prepaid expenses and other current assets           225,000            82,000
                                                   --------------    --------------
            Total current assets                       15,532,000        14,675,000
Fixed assets, net                                       1,009,000         1,094,000
Investment in sales type leases                            34,000            24,000
Officer loan                                               20,000            18,000
Deferred contract costs                                   476,000           386,000
Other assets                                               88,000            87,000
                                                   --------------    --------------
                                                   $   17,159,000    $   16,284,000
                                                   ==============    ==============
LIABILITIES
      Accounts payable and accrued expenses        $    2,541,000    $    1,799,000
      Long term debt - current portion                    199,000           201,000
      Line of credit                                           --           500,000
      Deferred revenue                                     95,000            96,000
                                                   --------------    --------------
            Total current liabilities                   2,835,000         2,596,000
Long term debt                                            449,000           398,000
Deferred revenue                                          191,000           167,000
Deferred rent                                             112,000           116,000
                                                   --------------    --------------
                                                        3,587,000         3,277,000
                                                   --------------    --------------
STOCKHOLDERS' EQUITY
Preferred stock; authorized 5,000,000 shares,
  $.01 par value; none issued
Common stock; authorized 15,000,000 shares, $.01
  par value; issued and outstanding 7,690,000
  shares and 7,735,000 shares                              77,000            77,000
Additional paid-in capital                             24,994,000        25,064,000
Treasury stock; 40,000 shares at cost                    (113,000)         (113,000)
Accumulated deficit                                   (11,386,000)      (12,021,000)
                                                   --------------    --------------
                                                       13,572,000        13,007,000
                                                   --------------    --------------
                                                   $   17,159,000    $   16,284,000
                                                   ==============    ==============


See accompanying notes

                                       1



                               I.D. Systems, Inc.
                       Condensed Statements of Operations
                                   (Unaudited)

                                                       Three months ended
                                                            March 31,
                                                      2004             2005
                                                  ------------     ------------
Revenues                                          $  2,705,000     $  3,033,000
Cost of Revenues                                     1,274,000        1,506,000
                                                  ------------     ------------
Gross Profit                                         1,431,000        1,527,000
Selling, general and administrative
  expenses                                           1,254,000        1,853,000
Research and development expenses                      155,000          395,000
                                                  ------------     ------------
Income (loss) from operations                           22,000         (721,000)
Interest income                                         54,000           62,000
Interest expense                                       (18,000)         (13,000)
Other income                                            37,000           37,000
                                                  ------------     ------------
Net income (loss)                                 $     95,000     $   (635,000)
                                                  ============     ============
Net income (loss) per share - basic               $       0.01     $      (0.08)
                                                  ============     ============
Net income (loss) per share - diluted             $       0.01     $      (0.08)
                                                  ============     ============
Weighted average common shares
  outstanding- basic                                 7,170,000        7,719,000
                                                  ============     ============
Weighted average common shares
  outstanding- diluted                               8,114,000        7,719,000
                                                  ============     ============

See accompanying notes


                                       2


                               I.D. Systems, Inc.
                       Condensed Statements of Cash Flows
                                   (Unaudited)



                                                              Three months ended
                                                                   March 31,
                                                           2004             2005
                                                       ------------     ------------
                                                                  
Cash flows from operating activities:
Net  income (loss)                                     $     95,000     $   (635,000)
Adjustments to reconcile net loss to cash used in
  operating activities:
Depreciation and amortization                                59,000           84,000
  Deferred rent expense                                       6,000            4,000
  Deferred revenues                                         (21,000)         (23,000)
  Changes in:
    Accounts receivable                                    (850,000)      (2,177,000)
    Unbilled receivables                                         --          402,000
    Inventory                                               (17,000)        (582,000)
    Prepaid expenses and other assets                        41,000          144,000
    Investment in sale type leases                            9,000            9,000
    Deferred contract costs                                 (28,000)          90,000
    Accounts payable and accrued expenses                    90,000         (742,000)
                                                       ------------     ------------
        Net cash used in operating activities              (616,000)      (3,426,000)
                                                       ------------     ------------
Cash flows from investing activities:
  Purchase of fixed assets                                  (75,000)        (169,000)
  Purchases of investments                                 (386,000)        (500,000)
  Increase in interest receivable                            (8,000)          (2,000)
  Maturities of investments                                 550,000          225,000
  Amortization of (discount) premium on investments          42,000          (18,000)
  Officer loan                                                3,000            2,000
                                                       ------------     ------------
    Net cash (used in) provided by investing
      activities                                            126,000         (462,000)
                                                       ------------     ------------
Cash flows from financing activities:
  Proceeds from line of credit                                   --          500,000
  Repayment of term loan                                    (46,000)         (49,000)
  Proceeds from exercise of stock options                   332,000           70,000
                                                       ------------     ------------
    Net cash used in operating activities                   286,000          521,000
                                                       ------------     ------------
Net decrease in cash and cash equivalents                  (204,000)      (3,367,000)
Cash and cash equivalents - beginning of period           3,179,000        8,440,000
                                                       ------------     ------------
Cash and cash equivalents - end of
  period                                               $  2,975,000     $  5,073,000
                                                       ============     ============
Supplemental disclosure of cash flow information:
  Cash paid for:
      Interest                                         $     18,000     $     13,000


See accompanying notes

                                       3

                               I.D. Systems, Inc.

                     Notes to Condensed Financial Statements
                                 March 31, 2005


NOTE A - Basis of Reporting

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-Q.  Accordingly,  they do not include all of the  information  and  footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete financial  statements.  In the opinion of management,  such
statements  include all adjustments  (consisting only of normal recurring items)
which are considered necessary for a fair presentation of the financial position
of I.D.  Systems,  Inc. (the "Company") as of March 31, 2005, the results of its
operations  for the  three-month  periods ended March 31, 2004 and 2005 and cash
flows for the three-month  periods ended March 31, 2004 and 2005. The results of
operations for the  three-month  period ended March 31, 2005 are not necessarily
indicative  of the  operating  results for the full year.  It is suggested  that
these financial  statements be read in conjunction with the financial statements
and related  disclosures  for the year ended  December 31, 2004  included in the
Company's Annual Report.


NOTE B - Earnings (Loss) Per Share of Common Stock

Earnings (loss) per share for the three months ended March 31, 2005 and 2004 are
as follows:


                                         Three Months Ended
                                              March 31,
                                          2004        2005
                                     -----------    -----------
Basic earnings (loss) per share
Net income (loss)                    $    95,000    $  (635,000)
                                     -----------    -----------
Weighted average shares
  outstanding                          7,170,000      7,719,000
                                     -----------    -----------
Basic earnings (loss) per share      $      0.01    $     (0.08)
                                     ===========    ===========
Diluted earnings (loss) per share
Net income (loss)                    $    95,000    $  (635,000)
                                     -----------    -----------
Weighted average shares
  outstanding                          7,170,000      7,719,000
                                     -----------    -----------
Dilutive effect of stock options         944,000              0
                                     -----------    -----------
Weighted average shares
  outstanding, diluted                 8,114,000      7,719,000
                                     -----------    -----------
Diluted earnings (loss) per share    $      0.01    $     (0.08)
                                     ===========    ===========


Basic income (loss) per share is based on the weighted  average number of common
shares outstanding during each period.  Diluted income (loss) per share reflects
the potential  dilution  assuming common shares were issued upon the exercise of
outstanding  options and warrants and the proceeds thereof were used to purchase
outstanding  common shares. For the three-month period ended March 31, 2005, the
basic and diluted  weighted  average shares  outstanding  are the same since the
effect from the potential  exercise of outstanding stock options would have been
anti-dilutive.


                                       4


NOTE C - Revenue Recognition

The  Company's  revenues  are  derived  from  contracts  with  multiple  element
arrangements,  which  include  the  Company's  system,  training  and  technical
support. Revenues are recognized as each element is earned based on the relative
fair value of each element and when there are no  undelivered  elements that are
essential to the functionality of the delivered  elements.  The Company's system
is  typically  implemented  by the  customer  or a third party and, as a result,
revenue is recognized when title and risk of loss passes to the customer,  which
usually is upon  delivery of the system,  pervasive  evidence of an  arrangement
exists,  sales price is fixed and  determinable,  collectibility  is  reasonably
assured and contractual obligations have been satisfied.  Training and technical
support revenue are generally recognized at time of performance.

The Company also enters into post-contract  maintenance and support  agreements.
Revenue is recognized  over the service  period and the cost of providing  these
services is expensed as incurred.

The Company also derives revenues under leasing arrangements.  Such arrangements
provide for monthly payments covering the system sale, maintenance and interest.
These  arrangements  meet the criteria to be accounted for as sales-type  leases
pursuant to Statement of Financial  Accounting Standards No. 13, "Accounting for
Leases". Accordingly, the system sale is recognized upon delivery of the system,
provided all other revenue recognition criteria are met as described above. Upon
the  recognition  of revenue,  an asset is  established  for the  "investment in
sales-type  leases".  Maintenance  revenue and  interest  income are  recognized
monthly over the lease term.

NOTE D - Stock-based compensation

The Company  accounts for stock-based  employee  compensation  under  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees",   and   related   interpretations.   The  Company  has  adopted  the
disclosure-only  provisions  of  Statement  of  Financial  Accounting  Standards
("SFAS") No. 123,  "Accounting for Stock-Based  Compensation"  and SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure", which was
released in December 2002 as an amendment of SFAS No. 123. The  following  table
illustrates  the effect on net income and  earnings  per share if the fair value
based method had been applied to all awards.

                                                        Three Months Ended
                                                              March 31,
                                                        2004            2005
                                                    -----------     -----------
Reported net income (loss)                          $    95,000     $  (635,000)
Stock-based employee compensation expense
  included in reported net income (loss),
  net of related tax effects                                  0               0
Stock-based employee compensation determined
  under the fair value based method, net of
  tax effects related                                 (295,000)       (380,000)
                                                    -----------     -----------
Pro forma net loss                                  $  (200,000)    $(1,015,000)
                                                    ===========     ===========

Income (loss) per share (basic and diluted):
      As reported                                   $      0.01     $     (0.08)
                                                    ===========     ===========
      Pro forma                                     $     (0.03)    $     (0.13)
                                                    ===========     ===========


NOTE E - Long Term Debt

In January 2003, the Company closed on a five-year term loan for $1,000,000 with
a financial  institution.  Interest at the 30-day LIBOR plus 1.75% and principal
are payable monthly.  To hedge the loan's floating  interest expense the Company
entered  into an interest  rate swap  contemporaneously  with the closing of the
loan and fixed the rate of interest at 5.28% for the five-year term. The loan is
secured by all the assets of the Company and the Company is in  compliance  with
the covenants  under the term loan.  The fair value of the interest rate swap is
not material to the financial statements or results of operations.

                                       5


NOTE F - Line Of Credit

The Company has a working  capital line of credit,  with maximum  borrowings  of
$500,000.  Interest at the 30 day LIBOR  Market Index Rate plus 1.75% is payable
monthly. At March 31, 2005, the Company owed $500,000 under this line of credit.

NOTE G - Deferred contract costs

During 2003,  the Company  entered into a contract  with a customer  pursuant to
which the Company's  system will be  implemented  on a portion of the customer's
fleet of vehicles.  The Company will be entitled to issue sixty monthly invoices
of up to $40,000 per month, each of which is contingent upon certain  conditions
being met. Costs directly attributable to this contract,  consisting principally
of engineering and manufacturing  costs, are being deferred until implementation
of the  system is  completed.  The  deferred  costs  will be  charged to cost of
revenue in  accordance  with the cost  recovery  method,  pursuant  to which the
deferred contract costs will be reduced in each period by an amount equal to the
revenue recognized until all of the deferred costs are written off at which time
the Company will  recognize a gross  profit,  if any. As of March 31, 2005,  the
Company deferred $906,000 of such contract costs and amortized  $520,000 of such
costs.  The  implementation  of  the  system  is  substantially   completed  and
additional  contract costs are not  anticipated to be  significant.  The Company
will continue to evaluate the carrying amount of the deferred contract costs for
potential impairment.

NOTE H - Concentration of customers and vendor

Three customers accounted for 49%, 22% and 13%,  respectively,  of the Company's
revenue  during the three month period ended March 31, 2005.  The same customers
accounted  for  44%,  18%  and  11%,  respectively,  of the  Company's  accounts
receivable as of March 31, 2005.

One vendor  accounted for 52% of the Company's  purchases during the three month
period  ended  March  31,  2005.  The  same  customer  accounted  for 50% of the
Company's accounts payable as of March 31, 2005.

NOTE I - Reclassifications:

Certain  prior year amounts have  reclassified  to conform with the current year
presentation.

Item 2. Management's Discussion And Analysis

The following  discussion and analysis of the Company's  financial condition and
results of operations should be read in conjunction with the condensed financial
statements and notes thereto appearing elsewhere herein.

This report  contains  various  forward-looking  statements made pursuant to the
safe harbor  provisions under the Private  Securities  Litigation  Reform Act of
1995 (the "Reform Act") and information that is based on management's beliefs as
well as assumptions made by and information  currently  available to management.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements  are  reasonable,  the Company can give no assurance
that such expectations will prove to be correct.  When used in this report,  the
words "anticipate",  "believe",  "estimate", "expect", "predict", "project", and
similar expressions are intended to identify forward-looking statements. Readers
are cautioned not to place undue reliance on  forward-looking  statements  which
speak only as of the date hereof,  and should be aware that the Company's actual
results  could differ  materially  from those  contained in the  forward-looking
statements due to a number of factors,  including business conditions and growth
in the wireless tracking  industries,  general economic  conditions,  lower than
expected  customer orders or variations in customer order patterns,  competitive
factors including increased competition, changes in product and service mix, and
resource constraints encountered in developing new products and other statements
under  "Risk  Factors"  set forth in our Form  10-KSB for the fiscal  year ended
December 31, 2004 and other filings with the Securities and Exchange  Commission
(the "SEC"). The forward-looking  statements regarding industry trends,  product
development and liquidity and future business activities should be considered in
light of these factors. The Company undertakes no obligation to publicly release
the results on any  revisions to these  forward-looking  statements  that may be
made to reflect events or circumstances  after the date hereof or to reflect the
occurrence of unanticipated events.

                                       6


The Company  makes  available  through its  internet  website free of charge its
annual report on Form 10-KSB,  quarterly reports on Form 10-QSB, current reports
on Form 8-K,  amendments  to such reports and other  filings made by us with the
SEC, as soon as practicable after the Company  electronically files such reports
and filings with the SEC. The Company's  website address is  www.id-systems.com.
The  information  contained in this website is not  incorporated by reference in
this report.

In the following  discussions,  most  percentages  and dollar  amounts have been
rounded to aid presentation, accordingly, all amounts are approximations.

Results of Operations

The following table sets forth,  for the periods  indicated,  certain  operating
information expressed as a percentage of revenue:


                                                         Three months ended
                                                               March 31,
                                                       2004           2005
                                                    ----------     ----------
Revenues                                                 100.0%         100.0%
Cost of Revenues                                          47.1           49.6
                                                    ----------     ----------
Gross Profit                                              52.9           50.4
Selling, general and administrative
  expenses                                                46.4           61.1
Research and development expenses                          5.7           13.0
                                                    ----------     ----------
Income (loss) from operations                              0.8          (23.7)
Net interest income                                        1.3            1.6
Other income                                               1.4            1.2
                                                    ----------     ----------
Net income (loss)                                         3.5 %          (20.9)%
                                                    ----------     ----------


                                       7


Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004


REVENUES.  Revenues  were  $3,033,000  in the three  months ended March 31, 2005
compared to  $2,705,000 in the three months ended March 31, 2004, an increase of
$328,000,  or 12%. The increase in revenues in the quarter  ended March 31, 2005
was  attributable   primarily  to  continued  customer   acceptance  and  market
penetration of the Company's patented Wireless Asset Net(TM) system for tracking
and managing fleets of industrial equipment. Included in revenues in the quarter
ended March 31,  2005 was  $120,000  of  revenues  related to the cost  recovery
method as described in Note G of the financial  statements  included herein. The
revenue was offset by $120,000 of amortized  capital costs  included in costs of
revenues as described in Note G of the financial statements included herein.

COST OF REVENUES.  Cost of revenues  were  $1,506,000  in the three months ended
March 31, 2005  compared to $1,274,000 in the three months ended March 31, 2004.
As a  percentage  of  revenues,  cost of revenues  was 49.6% in the three months
ended March 31, 2005 as  compared to 47.1% in the three  months  ended March 31,
2004.  Gross  profit was  $1,527,000  in the three  months  ended March 31, 2005
compared to $1,431,000 in the three months ended March 31, 2004. As a percentage
of revenues, gross profit decreased to 50.4% in the three months ended March 31,
2005 from 52.9% in the three months  ended March 31, 2004.  Included in costs of
revenues  in  the  quarter  ended  March  31,  2005  is  $120,000  of  amortized
capitalized  costs associated with the cost recovery method as described in Note
G of the financial  statements  included  herein.  In accordance,  with the cost
recovery method, the capitalized  contract costs were reduced by the same amount
equal to the revenue recognized in the period. Excluding the amortization of the
deferred  contract  costs of $120,000 for the quarter ended March 31, 2005 gross
profit as a  percentage  of revenues  was 52.4% in the  quarter  ended march 31,
2005.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative expenses were $1,853,000 in the three months ended March 31, 2005
compared to $1,254,000  in the three months ended March 31, 2004.  This increase
was primarily  attributable to  increased  payroll and related  expenses as well
as travel  expenses  due to the hiring of  additional  personnel  to support the
continued growth of the business. At March 31, 2005 the Company has 55 employees
as  compared  to 40 at March  31,  2004.  The  increase  in  personnel  has been
primarily in the customer  service area.  Also  included in selling  general and
administrative  expenses in the quarter ended March 31, 2005 is $66,000  related
to Section 404 of the Sarbanes-Oxley Act. As a percentage of revenues,  selling,
general and administrative expenses increased to 61.1% in the three months ended
March 31, 2005 from 46.4% in the three months ended March 31, 2004.

RESEARCH AND  DEVELOPMENT  EXPENSES.  Research  and  development  expenses  were
$395,000 in the three  months  ended March 31, 2005  compared to $155,000 in the
three months ended March 31, 2004.  This increase was  attributable  to the fact
that during the quarter ended March 31, 2004 a portion of the Company's research
and development expenses for the period were funded by a customer.  That portion
was  included  in cost of sales  for the  period  ended  March  31,  2004.  As a
percentage of revenues,  research and development expenses increased to 13.0% in
the three  months ended March 31, 2005 from 5.7% in the three months ended March
31, 2004.

NET INTEREST INCOME AND EXPENSE. Interest income was $62,000 in the three months
ended March 31, 2005 as compared to $54,000 in the three  months ended March 31,
2004.  This increase was  attributable  to the increase in interest  rates.  The
Company invests in investment grade commercial paper and corporate bonds,  which
are classified as held to maturity.

Interest  expense  was  $13,000  in the three  months  ended  March 31,  2005 as
compared to $18,000 in the three months ended March 31, 2004.

                                       8


OTHER INCOME. Other income of $37,000 in the three-month periods ended March 31,
2005 and 2004 reflects rental income from a sublease arrangement.

NET INCOME  (LOSS).  Net loss was  $635,000 in the three  months ended March 31,
2005,  or  $(0.08)  per basic and  diluted  share as  compared  to net income of
$95,000,  or $0.01 per basic and diluted share in the  three-month  period ended
March 31, 2004. This was due primarily to the reasons described above.

Liquidity and Capital Resources

As of March 31, 2005, the Company had $8,561,000 of cash,  cash  equivalents and
short-term  investments  and  $12,079,000  of  working  capital as  compared  to
$11,635,000 and $12,697,000, respectively, at December 31, 2004.

Net cash used in operating  activities for the three months ended March 31, 2005
was $3,426,000 as compared to net cash used in operating  activities of $616,000
for the three months ended March 31, 2004. Net cash used in operating activities
in the three  months  ended March 31, 2005 was  primarily  due to an increase in
accounts  receivable of $2,177,000,  a decrease of accounts  payable and accrued
expenses of $742,000 and net loss of $635,000  partially offset by a decrease in
unbilled  receivables  of $402,000 and a decrease in prepaid  expenses and other
assets of $144,000.  Net cash used in operating  activities  in the three months
ended March 31, 2004 was primarily due to an increase in accounts  receivable of
$850,000  offset by net income of  $95,000,  depreciation  and  amortization  of
$59,000 and an increase in accounts payable and accrued expenses of $90,000.

Net cash used in investing  activities for the three months ended March 31, 2004
was $426,000 as compared to net cash  provided by investing  activities  for the
three  months  ended  March 31,  2004 of  $126,000.  Net cash used in  investing
activities in the three months ended March 31, 2005 was primarily from purchases
of investments  of $500,000 and purchases of fixed assets of $169,000  partially
offset by maturities of investments of $225,000.  Net cash provided by investing
activities  in the  three  months  ended  March  31,  2004  was  primarily  from
maturities  of  investments  of  $550,000   partially  offset  by  purchases  of
investments of $386,000 and purchases of fixed assets of $75,000.

Net cash provided by financing  activities  for the three months ended March 31,
2005 was $521,000 as compared to net cash  provided by financing  activities  of
$286,000  for the three  months  ended  March 31,  2004.  Net cash  provided  by
financing  activities  in the three  months  ended  March 31,  2005 was from the
proceeds  received  from the  Company's  line of credit of $500,000  and $70,000
received in connection  with the exercise of employee stock  options,  partially
offset by repayments of the five-year term loan of $49,000. Net cash provided by
financing  activities  in the three  months  ended  March 31,  2004 was from the
proceeds  received in connection  with the exercise of employee stock options of
$332,000, offset by repayments of the five-year term loan of $46,000.

The Company's working capital line of credit has maximum borrowings of $500,000,
with interest at the 30 day LIBOR Market Index Rate plus 1.75%, payable monthly.
At March 31, 2005, the Company was in compliance  with the terms of this line of
credit.

The Company  believes it has sufficient  cash, cash  equivalents and investments
for the next twelve months of operations.

The  Company  believes  its  operations  have not been and,  in the  foreseeable
future,  will not be  materially  adversely  affected by  inflation  or changing
prices.

Recently Issued Financial Standards

The Company  believes that recently issued  financial  standards will not have a
significant  impact on our  results of  operations,  financial  position or cash
flows.

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Item 3. Quantitative and Qualitative  Disclosures About Market Risk

The Company is subject to market risks in the form of interest  rate changes and
changes in  corporate  tax rates.  Both risks are  currently  immaterial  to the
Company.

Item 4. Controls And Procedures

Under the supervision and with the  participation  of the Company's  management,
including our principal  executive officer and the principal  financial officer,
the Company  conducted  an  evaluation  of the  effectiveness  of the design and
operation  of its  disclosure  controls  and  procedures,  as  defined  in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the period  covered by this report  (the  "Evaluation  Date").  Based on this
evaluation,  the Company's  principal  executive officer and principal financial
officer  concluded  as of the  Evaluation  Date  that the  Company's  disclosure
controls  and  procedures  were  effective  such that the  material  information
required  to be included  in our  Securities  and  Exchange  Commission  ("SEC")
reports is recorded, processed,  summarized and reported within the time periods
specified  in SEC  rules  and  forms  relating  to the  Company,  including  our
consolidating  subsidiaries,  and was made known to them by others  within those
entities, particularly during the period when this report was being prepared.

There  were no  significant  changes  in the  Company's  internal  control  over
financial  reporting  that  occurred  during the last  fiscal  quarter  that has
materially affected,  or is reasonably likely to materially affect the Company's
internal  control  over  financial   reporting.   We  have  not  identified  any
significant  deficiencies or material  weaknesses in our internal controls,  and
therefore there were no corrective actions taken.


                           PART II - OTHER INFORMATION

Item 6. Exhibits


Exhibits:


       31.1          Certification of Chief Executive  Officer Pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002.

       31.2          Certification of Chief Financial  Officer Pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002.

       32            Certification  of Chief  Executive  Officer and Chief
                     Financial  Officer  Pursuant  to  Section  906 of the
                     Sarbanes-Oxley Act of 2002.


                                       10



Signature

In accordance  with the  requirements  of the Exchange Act, the  Registrant  has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                              I.D. Systems, Inc.


Dated: May 10, 2005                 By:  /s/ Jeffrey M. Jagid
                                         ---------------------------------------
                                         Jeffrey M. Jagid
                                         Chief Executive Officer
                                         (Principal Executive Officer)


Dated: May 10, 2005                 By:  /s/ Ned Mavrommatis
                                         ---------------------------------------
                                         Ned Mavrommatis
                                         Chief Financial Officer
                                         (Principal Financial Officer)



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