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

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended:  June 30, 2004
                                 -------------

                                       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 small business issuer as specified in its charter)

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

               ONE UNIVERSITY PLAZA, HACKENSACK, NEW JERSEY 07601
               (Address of principal executive offices) (Zip Code)

                                 (201) 996-9000
                           (Issuer's telephone number)


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

           Check whether the issuer (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 issuer was required to file such reports, and (2)
has been subject to such filing requirements for the past 90 days.

           Yes         X            No
                   -------                 -------

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDING  DURING  THE
PRECEDING FIVE YEARS

           Check whether the issuer filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

           Yes                      No
                   -------                 -------

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the Issuer's Common Stock, $0.01 par value,
as of the close of business on August 1, 2004 was 7,594,755.





                                      INDEX

                               I.D. SYSTEMS, INC.

                                                                                                                           
PART I - FINANCIAL INFORMATION.................................................................................................1

           Item 1.   Condensed Financial Statements............................................................................1

                     Condensed Balance Sheets as of December 31, 2003 and June 30, 2004 (unaudited)............................1

                     Condensed  Statement of Operations  (unaudited) for the three months and six months ended June 30,
                     2003 and 2004.............................................................................................2

                     Condensed Statements of Cash Flows (unaudited) for the six months ended June 30, 2003 and 2004............3

                     Notes to Condensed Financial Statements...................................................................4

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

           Item 3.   Controls And Procedures..................................................................................10

PART II - OTHER INFORMATION...................................................................................................11

           Item 6.   Exhibits and Reports on Form 8-K.........................................................................11

           Signatures ........................................................................................................12





                         PART I - FINANCIAL INFORMATION

ITEM 1.    CONDENSED FINANCIAL STATEMENTS

                               I.D. SYSTEMS, INC.
                            CONDENSED BALANCE SHEETS



                                                                                                                JUNE 30, 2004
                                                                                    December 31, 2003            (UNAUDITED)
                                                                                  ---------------------    ---------------------
                                                                                                     
ASSETS
      Cash and cash equivalents                                                   $           3,179,000    $           4,705,000
      Short-term investments                                                                  3,339,000                2,881,000
      Accounts receivable                                                                     2,204,000                2,498,000
      Unbilled receivables                                                                           --                  983,000
      Inventory                                                                                 676,000                1,242,000
      Investment in sales type leases                                                            37,000                   38,000
      Interest receivable                                                                        75,000                   73,000
      Officer loan                                                                               10,000                   10,000
      Prepaid expenses and other current assets                                                 129,000                   30,000
                                                                                  ---------------------    ---------------------
           Total current assets                                                               9,649,000               12,460,000
Long-term investments                                                                         2,100,000                1,815,000
Fixed assets, net                                                                               845,000                  905,000
Investment in sales type leases                                                                  73,000                   54,000
Officer loan                                                                                     31,000                   26,000
Deferred contract costs                                                                         675,000                  670,000
Other assets                                                                                     97,000                   86,000
                                                                                  ---------------------    ---------------------

                                                                                  $          13,470,000    $          16,016,000
                                                                                  =====================    =====================

LIABILITIES
      Accounts payable and accrued expenses                                       $           1,055,000    $           1,645,000
      Long term debt - current portion                                                          188,000                  193,000
      Line of credit                                                                            137,000                  137,000
      Deferred revenue                                                                           89,000                   92,000
                                                                                  ---------------------    ---------------------
           Total current liabilities                                                          1,469,000                2,066,000
Long term debt                                                                                  648,000                  550,000
Deferred revenue                                                                                285,000                  239,000
Deferred rent                                                                                    89,000                  100,000
                                                                                  ---------------------    ---------------------

                                                                                              2,491,000                2,956,000
                                                                                  ---------------------    ---------------------

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 7,097,000 shares and 7,595,000 shares                                            71,000                   76,000
Additional paid-in capital                                                                   22,804,000               24,545,000
Treasury stock; 40,000 shares at cost                                                          (113,000)                (113,000)
Accumulated deficit                                                                         (11,783,000)             (11,448,000)
                                                                                  ----------------------   ---------------------

                                                                                             10,979,000               13,060,000
                                                                                  ---------------------    ---------------------

                                                                                  $          13,470,000    $          16,016,000
                                                                                  =====================    =====================


See accompanying notes

                                       1



                               I.D. SYSTEMS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                             THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                  JUNE 30,                             JUNE 30,
                                                   ---------------------------------       -----------------------------------
                                                         2003              2004                  2003               2004
                                                   ---------------   ---------------       ---------------    ---------------
                                                                                                  
Revenues                                           $     2,125,000   $     3,764,000       $     3,734,000    $     6,469,000
Cost of Revenues                                         1,076,000         1,867,000             1,831,000          3,122,000
                                                   ---------------   ---------------       ---------------    ---------------

Gross Profit                                             1,049,000         1,897,000             1,903,000          3,347,000
Selling, general and administrative expenses             1,105,000         1,434,000             2,188,000          2,707,000
Research and development expenses                          219,000           283,000               451,000            438,000
                                                   ---------------   ---------------       ---------------    ---------------

Income (loss) from operations                             (275,000)          180,000              (736,000)           202,000
Interest income                                             79,000            40,000               165,000             94,000
Interest expense                                           (15,000)          (15,000)              (25,000)           (33,000)
Other income                                                    --            37,000                    --             74,000
                                                   ---------------   ---------------       ---------------    ---------------

NET INCOME (LOSS)                                  $      (211,000)  $       242,000       $      (596,000)   $       337,000
                                                   ===============   ===============       ===============    ===============


NET INCOME (LOSS) PER SHARE - BASIC                $         (0.03)  $          0.03       $         (0.09)   $          0.05
                                                   ===============   ===============       ===============    ===============

NET INCOME (LOSS) PER SHARE - DILUTED              $         (0.03)  $          0.03       $         (0.09)   $          0.04
                                                   ===============   ===============       ===============    ===============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - BASIC                                    6,833,000         7,335,000             6,819,000          7,253,000
                                                   ===============   ===============       ===============    ===============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING - DILUTED                                 6,833,000         8,634,000             6,819,000          8,374,000
                                                   ===============   ===============       ===============    ===============


See accompanying notes

                                       2



                               I.D. SYSTEMS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                                                      SIX MONTHS ENDED
                                                                                                          JUNE 30,
                                                                                       -----------------------------------------
                                                                                              2003                   2004
                                                                                       ------------------     ------------------
                                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                      $         (596,000)    $          337,000
Adjustments to reconcile net loss to cash used in operating activities:
      Depreciation and amortization                                                                59,000                125,000
      Deferred rent expense                                                                        11,000                 11,000
      Deferred revenue                                                                            176,000                (43,000)
      Bad debt expense                                                                              2,000                     --
      Deferred contract costs                                                                    (121,000)                 5,000
      Changes in:
           Accounts receivable                                                                   (721,000)              (294,000)
           Unbilled receivables                                                                  (449,000)              (983,000)
           Inventory                                                                              560,000               (568,000)
           Prepaid expenses and other assets                                                      (62,000)               110,000
           Investment in sales type leases                                                        570,000                 18,000
           Installment receivable - non-current portion                                            82,000                     --
           Other liabilities                                                                      (50,000)                    --
           Accounts payable and accrued expenses                                                   60,000                590,000
                                                                                       ------------------     ------------------

                Net cash used in operating activities                                            (479,000)              (692,000)
                                                                                       ------------------     ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of fixed assets                                                                    (36,000)              (185,000)
      Purchase of investments                                                                  (2,582,000)              (487,000)
      Decrease (increase) in interest receivable                                                  (31,000)                 2,000
      Maturities of investments                                                                 1,424,000              1,106,000
      Amortization of  premium on investments                                                      94,000                124,000
      Collection of officer loan                                                                    5,000                  5,000
                                                                                       ------------------     ------------------

           Net cash (used in) provided by investing activities                                 (1,126,000)               565,000
                                                                                       ------------------     ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from term loan                                                                   1,000,000                     --
      Repayment of term loan                                                                      (74,000)               (93,000)
      Proceeds from exercise of stock options                                                     185,000                721,000
      Proceeds from exercise of warrants                                                               --              1,025,000
                                                                                       ------------------     ------------------

           Net cash provided by financing activities                                            1,111,000              1,653,000
                                                                                       ------------------     ------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                             (494,000)             1,526,000
Cash and cash equivalents - beginning of period                                                 3,758,000              3,179,000
                                                                                       ------------------     ------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                              $        3,264,000     $        4,705,000
                                                                                       ==================     ==================


See accompanying notes

                                       3

                               I.D. SYSTEMS, INC.

                     Notes to Condensed Financial Statements
                                  June 30, 2004

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-QSB.  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 June 30, 2004, the results of its
operations  for the  three-month  and six-month  periods ended June 30, 2003 and
2004 and cash flows for the six-month  periods ended June 30, 2003 and 2004. The
results of operations for the three-month  and six-month  periods ended June 30,
2004 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,
2003 included in the Company's Annual Report to Stockholders.

NOTE  B - EARNINGS (LOSS) PER SHARE OF COMMON STOCK

Earnings (loss) per share for the three months and six months ended June 30,
2004 and 2003 are as follows:



                                                        THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                             JUNE 30,                                JUNE 30,
                                                 ----------------------------------     -----------------------------------
                                                      2003               2004                2003                 2004
                                                 ---------------     --------------     ---------------      --------------
                                                                                                 
BASIC EARNINGS (LOSS) PER SHARE
Net income (loss)                                $     (211,000)     $      242,000     $     (596,000)      $      337,000
                                                 --------------      --------------     --------------       --------------

Weighted average shares outstanding                   6,833,000           7,335,000          6,819,000            7,253,000
                                                 --------------      --------------     --------------       --------------

Basic earnings (loss) per share                  $        (0.03)     $         0.03     $        (0.09)      $         0.05
                                                 ==============      ==============     ==============       ==============

DILUTED EARNINGS (LOSS) PER SHARE
Net income (loss)                                $     (211,000)     $      242,000     $     (596,000)      $      337,000
                                                 --------------      --------------     --------------       --------------

Weighted average shares outstanding                   6,833,000           7,335,000          6,819,000            7,253,000
                                                 --------------      --------------     --------------       --------------

Dilutive effect of stock options                              0           1,299,000                  0            1,121,000
                                                 --------------      --------------     ---------------      --------------

Weighted average shares outstanding, diluted          6,833,000           8,634,000          6,819,000            8,374,000
                                                 --------------      --------------     ---------------      --------------

Diluted earnings (loss) per share                $        (0.03)     $         0.03     $        (0.09)      $         0.04
                                                 ==============      ==============     ==============       ==============


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 and six-month periods ended June
30, 2003, 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 passes to the customer,  which usually is upon
delivery of the system, provided all other revenue recognition criteria are met.
Training and  technical  support  revenues 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. 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 (loss) and earnings (loss) per share if the
fair value based method had been applied to all awards.



                                                                   THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                                        JUNE 30,                             JUNE 30,
                                                          ----------------------------------    ----------------------------------
                                                                2003              2004                2003              2004
                                                          ----------------  ----------------    ----------------  ----------------
                                                                                                      
Reported net income (loss)                                $      (211,000)  $       242,000     $      (596,000)  $       337,000
Stock-based employee compensation determined under the
    fair value based method, net of related tax effects          (209,000)         (307,000)           (443,000)         (602,000)
                                                          ---------------   ---------------     ---------------   ---------------

Pro forma net loss                                        $      (420,000)  $       (65,000)    $    (1,039,000)  $      (265,000)
                                                          ===============   ===============     ===============   ===============

Income (loss) per share - basic
           As reported                                    $         (0.03)  $          0.03     $         (0.09)  $          0.05
                                                          ===============   ===============     ===============   ===============
           Pro forma                                      $         (0.06)  $         (0.01)    $         (0.15)  $         (0.04)
                                                          ===============   ===============     ===============   ===============
Income (loss) per share - diluted
           As reported                                    $         (0.03)  $          0.03     $         (0.09)  $          0.04
                                                          ===============   ===============     ===============   ===============
           Pro forma                                      $         (0.06)  $         (0.01)    $         (0.15)  $         (0.04)
                                                          ===============   ===============     ===============   ===============


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.  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 June 30, 2004,  the Company owed $137,000 under this line of credit
and the interest rate was 3.08%.

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  capitalized  costs will be charged to cost of
revenue in  accordance  with the cost  recovery  method,  pursuant  to which the
capitalized  contract costs will be reduced in each period by an amount equal to
the revenue recognized until all of the capitalized costs are written off. As of
June 30,  2004,  the Company  capitalized  $830,000 of such  contract  costs and
amortized   $160,000  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
capitalized contract costs for potential impairment.

NOTE H - CONCENTRATION OF CUSTOMERS

Three customers accounted for 40%, 26% and 11%,  respectively,  of the Company's
revenue  during the six month  period ended June 30,  2004.  The same  customers
accounted  for 32%,  36% and 3%,  respectively,  of the  Company's  accounts and
unbilled receivable as of June 30, 2004.

NOTE I - UNBILLED RECEIVABLES

In accordance with a contractual  arrangement with one customer,  the Company is
not able to invoice for  systems  delivered  until the entire  number of systems
covered under the purchase  ordered are delivered.  As the systems are delivered
and all of the  criteria  for revenue  recognition  are  satisfied,  the Company
recognizes revenue and records an unbilled receivable for the delivered systems.
Once all the systems  covered  under the specific  purchase  order are delivered
then the Company  invoices the customer for the entire amount.  At June 30, 2004
unbilled receivables were $983,000.

                                       6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  contains  forward-looking  statements that involve a number of risks
and  uncertainties.  The following are among the factors that could cause actual
results  to differ  materially  from the  forward-looking  statements:  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.  The  forward-looking  statements  contained  in this  MD&A  regarding
industry  trends,   product   development  and  liquidity  and  future  business
activities should be considered in light of these factors.

RESULTS OF OPERATIONS

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




                                                        THREE MONTHS ENDED         SIX MONTHS ENDED
                                                             JUNE 30,                  JUNE 30,
                                                   -------------------------   -----------------------
                                                      2003          2004          2003         2004
                                                   ---------     ---------     ---------    ---------
                                                                                    
Revenues                                               100.0%        100.0%        100.0%       100.0%
Cost of Revenues                                        50.6          49.6          49.0         48.3
                                                   ---------     ---------     ---------    ---------

Gross Profit                                            49.4          50.4          51.0         51.7
Selling, general and administrative expenses            52.0          38.1          58.6         41.8
Research and development expenses                       10.3           7.5          12.1          6.8
                                                   ---------     ---------     ---------    ---------

Income (loss) from operations                          (12.9)          4.8         (19.7)         3.1
Net interest income                                      3.0           0.6           3.7          0.9
Other income                                              --           1.0            --          1.1
                                                   ---------     ---------     ---------    ---------

NET INCOME (LOSS)                                       (9.9)%         6.4%        (16.0)%        5.1%
                                                   ---------     ---------     ---------    ---------


                                       7


THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

REVENUES.  Revenues  were  $3,764,000  in the three  months  ended June 30, 2004
compared to $2,125,000 in the three months ended June 30, 2003.  The increase in
revenues  in the  three-month  period is  attributable  primarily  to  continued
customer  acceptance and market  penetration of the Company's Wireless Asset Net
system for tracking and managing  fleets of  industrial  equipment.  Included in
revenues in the three months ended June 30, 2004 is $120,000 of revenue  related
to the contract described in Note G.

COST OF REVENUES.  Cost of revenues  were  $1,867,000  in the three months ended
June 30, 2004 compared to $1,076,000 in the three months ended June 30, 2003. As
a percentage of revenues,  cost of revenues were 49.6% in the three months ended
June 30, 2004  compared to 50.6% in the three months  ended June 30, 2003.  This
decrease  resulted  from  cost  reductions  to  the  hardware  component  of the
Company's system. Gross profit was $1,897,000 in the three months ended June 30,
2004  compared to  $1,049,000  in the three  months  ended June 30,  2003.  As a
percentage  of  revenues,  gross  profit  increased to 50.4% in the three months
ended June 30, 2004 from 49.4% in the three months ended June 30, 2003. Included
in costs of  revenues  in the three  months  ended June 30,  2004 is $120,000 of
amortized capitalized costs associated with the contract described in Note G. 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
three months ended June 30, 2004,  gross profit as a percentage  of revenues was
52.1% in comparison 49.4% in the three months ended June 30, 2003.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses were $1,434,000 in the three months ended June 30, 2004
compared to  $1,105,000  in the three months ended June 30, 2003.  This increase
was primarily  attributable to increased  sales,  marketing and customer service
payroll expenses.  As a percentage of revenues,  however,  selling,  general and
administrative  expenses  decreased  to 38.1% in the three months ended June 30,
2004  from  52.0% in the  three  months  ended  June 30,  2003 as a result of an
increase in revenue.

RESEARCH AND  DEVELOPMENT  EXPENSES.  Research  and  development  expenses  were
$283,000 in the three  months  ended June 30,  2004  compared to $219,000 in the
three months ended June 30, 2003. As a percentage of revenues, however, research
and  development  expenses  decreased to 7.5% in the three months ended June 30,
2004  from  10.3% in the  three  months  ended  June 30,  2003 as a result of an
increase in revenue.

NET INTEREST INCOME AND EXPENSE. Interest income was $40,000 in the three months
ended June 30, 2004 compared to $79,000 in the three months ended June 30, 2003.
This decrease was attributable to the assignment of certain sales type leases to
a  third-party  leasing  company.  During the three month  period ended June 30,
2003, the Company  earned  interest  income in connection  with sales type lease
arrangements.  The Company  invests in  investment  grade  commercial  paper and
corporate bonds, which are classified as held to maturity.

Interest expense was $15,000 in the three months ended June 30, 2004 compared to
$15,000 in the three months ended June 30, 2003.

OTHER INCOME.  Other income of $37,000 in the three-month  period ended June 30,
2004 reflects rental income from a sublease arrangement.

NET INCOME (LOSS).  Net income was $242,000,  or $0.03 per diluted share, in the
three months ended June 30, 2004 compared to a net loss of $211,000,  or $(0.03)
per  diluted  share,  in the three  months  ended  June 30,  2003.  This was due
primarily to the reasons described above.

                                       8


SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

REVENUES.  Revenues  were  $6,469,000  in the six  months  ended  June 30,  2004
compared to  $3,734,000  in the six months ended June 30, 2003.  The increase in
revenues in the six-month period is attributable primarily to continued customer
acceptance and market penetration of the Company's Wireless Asset Net system for
tracking and managing  fleets of industrial  equipment.  Included in revenues in
the six  months  ended  June 30,  2004 is  $160,000  of  revenue  related to the
contract described in Note G.

COST OF REVENUES.  Cost of revenues were $3,122,000 in the six months ended June
30, 2004  compared to  $1,831,000  in the six months ended June 30,  2003.  As a
percentage of revenues, cost of revenues were 48.3% in the six months ended June
30,  2004 as  compared  to 49.0% in the six  months  ended June 30,  2003.  This
decrease  resulted  from  cost  reductions  to  the  hardware  component  of the
Company's  system.  Gross profit was $3,347,000 in the six months ended June 30,
2004  compared  to  $1,903,000  in the six  months  ended  June 30,  2003.  As a
percentage of revenues,  gross profit increased to 51.7% in the six months ended
June 30,  2004 from 51.0% in the six months  ended June 30,  2003.  Included  in
costs of revenues in the six months ended June 30, 2004 is $160,000 of amortized
capitalized  costs  associated  with  the  contract  described  in  Note  G.  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 $160,000 for the
six months  ended June 30, 2004,  gross  profit as a percentage  of revenues was
53.1% in comparison 51.0% in the six months ended June 30, 2003.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  were  $2,707,000 in the six months ended June 30, 2004
compared to $2,188,000 in the six months ended June 30, 2003.  This increase was
primarily  attributable  to increased  sales,  marketing  and  customer  service
payroll expenses.  As a percentage of revenues,  however,  selling,  general and
administrative expenses decreased to 41.8% in the six months ended June 30, 2004
from 58.6% in the six months  ended June 30,  2003 as a result of an increase in
revenues.

RESEARCH AND  DEVELOPMENT  EXPENSES.  Research  and  development  expenses  were
$438,000 in the six months  ended June 30, 2004  compared to $451,000 in the six
months ended June 30, 2003. As a percentage of revenues,  however,  research and
development  expenses  decreased  to 6.8% in the six months  ended June 30, 2004
from 12.1% in the six months  ended June 30,  2003 as a result of an increase in
revenues.

NET INTEREST INCOME AND EXPENSE.
Interest  income was $94,000 in the six months  ended June 30, 2004  compared to
$165,000 in the six months ended June 30, 2003.  This decrease was  attributable
to the assignment of certain sales type leases to a third-party leasing company.
During the six month  period ended June 30, 2003,  the Company  earned  interest
income in connection with sales type lease arrangements.  The Company invests in
investment grade  commercial paper and corporate bonds,  which are classified as
held to maturity.

Interest  expense was $33,000 in the six months ended June 30, 2004  compared to
$25,000 in the six months ended June 30, 2003.  This increase is attributable to
the Company's working capital line of credit and its five year term loan.

NET LOSS. Net income was $337,000, or $0.04 per diluted share, in the six months
ended June 30,  2004  compared to net loss of  $596,000,  or $(0.09) per diluted
share,  in the  six-months  ended June 30, 2003.  This was due  primarily to the
reasons described above.

                                       9


LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, the Company had $9,401,000 of cash,  cash  equivalents  and
investments  and  $10,394,000  of working  capital as compared to $8,618,000 and
$8,180,000, respectively, at December 31, 2003.

Net cash used in operating activities was $692,000 for the six months ended June
30, 2004  compared to net cash used in operating  activities of $479,000 for the
six months ended June 30, 2003. Net cash used in operating activities in the six
months  ended  June 30,  2004  was  primarily  due to an  increase  in  accounts
receivable of $294,000,  an increase in unbilled  receivables of $983,000 and an
increase in inventory  of $568,000  due to the building of finished  goods to be
able to deliver quicker on customer  orders,  partially offset by an increase in
accounts  payable and accrued  expenses of $590,000  and net income of $337,000.
Net cash used in operating  activities in the six months ended June 30, 2003 was
primarily due to the net loss of $596,000, an increase in accounts receivable of
$721,000,  an increase in unbilled  receivables  of $449,000  and an increase in
deferred contract costs of $121,000, partially offset by a decrease in inventory
of $560,000, a decrease in investment in sales type leases of $570,000 resulting
from the proceeds  from the  assignment  of certain sales type leases to a third
party and an increase in deferred revenue of $176,000.

Net cash provided by investing activities for the six months ended June 30, 2004
was $565,000 compared to net cash used in investing activities of $1,126,000 for
the six months ended June 30, 2003. Net cash provided by investing activities in
the six  months  ended  June  30,  2004  was  primarily  for the  maturities  of
investments  of  $1,106,000,  offset by purchases of investments of $487,000 and
purchases of fixed assets of $185,000.  Net cash used in investing activities in
the six months ended June 30, 2003 was primarily for the purchase of investments
of $2,582,000, offset by maturities of investments of $1,424,000.

Net cash provided by financing activities for the six months ended June 30, 2004
was  $1,653,000  compared  to net  cash  provided  by  financing  activities  of
$1,111,000 in the six months ended June 30, 2003. Net cash provided by financing
activities  for the six  months  ended  June 30,  2004 was  from  $1,025,000  of
proceeds  received in connection with the exercise of warrants and $721,000 from
proceeds  received in connection  with exercise of employee stock  options.  Net
cash provided by financing activities for the six months ended June 30, 2003 was
from the proceeds of  $1,000,000,  received in connection  with obtaining a five
year term loan and $185,000 from proceeds  received in connection  with exercise
of employee stock options.

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.

ITEM 3.    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")

                                       10


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 AND REPORTS ON FORM 8-K

(a)      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.

(b)      Reports on Form 8-K:

         On May 10, 2004, the Company filed a report on Form 8-K under Items 7
         and 12, which included a press release issued announcing its results of
         operations and financial condition for the first quarter of 2004.

                                       11




                                   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: August 13, 2004                   By:    /s/ Jeffrey M. Jagid
                                                --------------------
                                                Jeffrey M. Jagid
                                                Chief Executive Officer
                                                (Principal Executive Officer)


Dated: August 13, 2004                   By:    /s/ Ned Mavrommatis
                                                -------------------
                                                Ned Mavrommatis
                                                Chief Financial Officer
                                                (Principal Financial Officer)

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