UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934




                             Pointer Telocation Ltd.
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                                (Name of Issuer)


                  Ordinary Shares, NIS 3.00 par value per share
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                         (Title of Class of Securities)


                                    M7946T104
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                                 (CUSIP Number)


                                 March 30, 2007
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             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

                [ ] Rule 13d-1(b)
                [X] Rule 13d-1(c)
                [ ] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions of  the Act  (however, see  the
Notes).





CUSIP No.   M7946T104
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(1)     Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons
        (entities only):

                Fort Mason Capital, LLC
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(2)     Check the Appropriate Box if a Member of a Group (See Instructions)
               (a)                   (b)
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(3)     SEC Use Only
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(4)     Citizenship or Place of Organization:  Delaware
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Number of Shares Beneficially Owned
   by Each Reporting Person With       (5) Sole Voting Power:          335,000*
                                           -------------------------------------
                                       (6) Shared Voting Power:              0
                                           -------------------------------------
                                       (7) Sole Dispositive Power:     335,000*
                                           -------------------------------------
                                       (8) Shared Dispositive Power:         0
                                           -------------------------------------
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(9)    Aggregate Amount Beneficially Owned by Each Reporting Person:  335,000*
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(10)   Check if  the Aggregate Amount  in  Row (9) Excludes Certain  Shares (See
       Instructions):   N/A
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(11)   Percent of Class Represented by Amount in Row (9):   7.5%*
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(12)   Type of Reporting Person (See Instructions):    IA
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* As of March  30,  2007,  Fort  Mason  Master,  LP, a  Cayman  Islands  limited
partnership  ("Master"),  and  Fort  Mason  Partners,  LP,  a  Delaware  limited
partnership  (together with Master, the "Funds"),  held in the aggregate 335,000
ordinary  shares,  NIS 3.00 par value  per  share  (the  "Shares"),  of  Pointer
Telocation Ltd., an Israeli  corporation (the "Company").  As of March 30, 2007,
the Funds also held warrants (the "Pointer  Telocation  Warrants") which entitle
the Funds to purchase up to an aggregate of 167,500  Shares at an exercise price
of $12.60 per Share.  The Pointer  Telocation  Warrants provide that in no event
shall the  Pointer  Telocation  Warrants be  exercisable  to the extent that the
issuance of Shares upon exercise  thereof,  after taking into account the Shares
then owned by the Funds and their  affiliates,  would  result in the  beneficial
ownership  by  the  Funds  and  their  affiliates  of  more  than  4.99%  of the
outstanding Shares (the "Issuance Limitation"). The Funds have the express right
to waive the Issuance  Limitation upon sixty-one (61) days written notice to the
Company.  The  Issuance  Limitation  presently  remains  in  effect.  Fort Mason
Capital,  LLC, a Delaware limited liability company  ("Capital"),  serves as the
investment  manager  of the Funds and  possesses  the sole power to vote and the
sole power to direct the  disposition  of all  securities of the Company held by
the  Funds.  Thus,  as of March  30,  2007,  for the  purposes  of Reg.  Section
240.13d-3,  Capital is deemed to beneficially own 335,000 Shares, or 7.5% of the
Shares deemed issued and  outstanding as of that date.  This number assumes that
none of the Pointer  Telocation  Warrants have  converted into Shares due to the
Issuance  Limitation.  Neither  the filing of this  Schedule  13G nor any of its
contents  shall be deemed to  constitute  an  admission  by Capital or any other
person  that it is the  beneficial  owner of any of the  Shares  underlying  the
Pointer Telocation  Warrants subject to the Issuance  Limitation for purposes of
Section 13(d) of the  Securities  Exchange Act of 1934,  as amended,  or for any
other purpose, and such beneficial ownership is expressly disclaimed.




Item 1(a).  Name Of Issuer.   Pointer Telocation Ltd.

Item 1(b).  Address of Issuer's Principal Executive Offices.
            1 Korazin Street, Givatayim 53583, Israel


Item 2(a).  Name of Person Filing.  Fort Mason Capital, LLC

Item 2(b).  Address of Principal Business Office or, if None, Residence.
            Four Embarcadero Center, Suite 2050, San Francisco, CA  94111

Item 2(c).  Citizenship.   Delaware

Item 2(d).  Title of Class of Securities.  Ordinary Shares, NIS 3.00 par value
            per share

Item 2(e).  CUSIP No.   M7946T104


Item 3.     If  This  Statement Is  Filed  Pursuant  to Sections 240.13d-1(b) or
            240.13d-2(b) or (c), Check Whether the Person Filing is a:

            Not Applicable.


Item 4.     Ownership.

            (a) Amount Beneficially Owned (as of March 30, 2007)      335,000*

            (b) Percent of Class (as of March 30, 2007)                7.5%*

            (c) Number of Shares as to which the person has:

               (i)   sole power to vote or to direct the vote         335,000*

               (ii)  shared power to vote or to direct the vote             0

               (iii) sole power to dispose or to direct the
                     disposition of                                   335,000*

               (iv)  shared power to dispose or to direct the
                     disposition of                                         0

* As of March  30,  2007,  Fort  Mason  Master,  LP, a  Cayman  Islands  limited
partnership  ("Master"),  and  Fort  Mason  Partners,  LP,  a  Delaware  limited
partnership  (together with Master, the "Funds"),  held in the aggregate 335,000
ordinary  shares,  NIS 3.00 par value  per  share  (the  "Shares"),  of  Pointer
Telocation Ltd., an Israeli  corporation (the "Company").  As of March 30, 2007,
the Funds also held warrants (the "Pointer  Telocation  Warrants") which entitle
the Funds to purchase up to an aggregate of 167,500  Shares at an exercise price
of $12.60 per Share.  The Pointer  Telocation  Warrants provide that in no event
shall the  Pointer  Telocation  Warrants be  exercisable  to the extent that the
issuance of Shares upon exercise  thereof,  after taking into account the Shares
then owned by the Funds and their  affiliates,  would  result in the  beneficial
ownership  by  the  Funds  and  their  affiliates  of  more  than  4.99%  of the
outstanding Shares (the "Issuance Limitation"). The Funds have the express right
to waive the Issuance  Limitation upon sixty-one (61) days written notice to the
Company.  The  Issuance  Limitation  presently  remains  in  effect.  Fort Mason
Capital,  LLC, a Delaware limited liability company  ("Capital"),  serves as the
investment  manager  of the Funds and  possesses  the sole power to vote and the
sole power to direct the  disposition  of all  securities of the Company held by
the  Funds.  Thus,  as of March  30,  2007,  for the  purposes  of Reg.  Section
240.13d-3,  Capital is deemed to beneficially own 335,000 Shares, or 7.5% of the
Shares deemed issued and  outstanding as of that date.  This number assumes that
none of the Pointer  Telocation  Warrants have  converted into Shares due to the




Issuance  Limitation.  Neither  the filing of this  Schedule  13G nor any of its
contents  shall be deemed to  constitute  an  admission  by Capital or any other
person  that it is the  beneficial  owner of any of the  Shares  underlying  the
Pointer Telocation  Warrants subject to the Issuance  Limitation for purposes of
Section 13(d) of the  Securities  Exchange Act of 1934,  as amended,  or for any
other purpose, and such beneficial ownership is expressly disclaimed.



Item 5.  Ownership of Five Percent or Less of a Class.

         Not Applicable.


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

         Not Applicable.


Item 7.  Identification  and  Classification  of the  Subsidiary  Which Acquired
         the Security Being Reported on by the Parent Holding Company.

         Not Applicable.


Item 8.  Identification and Classification of Members of the Group.

         Not Applicable.


Item 9.  Notice of Dissolution of Group.

         Not Applicable.


Item 10.  Certification.

          By  signing  below I certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of such securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.





                                    SIGNATURE


         After reasonable inquiry and to the best of my knowledge and  belief, I
certify that the information  set forth in this statement is  true, complete and
correct.


                                             April 4, 2007


                                             FORT MASON CAPITAL, LLC

                                             By:/s/ Dan German
                                                --------------------------------
                                                Name:   Dan German
                                                Title:  Managing Member


      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)