As filed with the Securities and Exchange Commission on May 19,
1998
Registration No. 333-__________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form S-8
                Registration Statement Under The
                     Securities Act of 1933


                         Boatracs, Inc.
     (Exact Name of Registrant as Specified in Its Charter)



     California                              33-0644381
(State or Other Jurisdiction                (I.R.S. Employer
Identification Number)
of Incorporation or Organization)


6440 Lusk Blvd., Suite D201, San Diego, California       92121
(Address of Principal Executive Offices)              (Zip Code)


             Boatracs, Inc. 1996 Stock Option Plan
                    (Full Title of the Plan)


            Michael Silverman, Chairman of the Board
                         Boatracs, Inc.
                  6440 Lusk Blvd., Suite D201
                  San Diego, California 92121
            (Name and Address of Agent For Service)


                          619-587-1981
  (Telephone Number, Including Area Code of Agent For Service)




                Calculation Of Registration Fee
                                     Proposed
                        Proposed     Maximum  
Title of                Maximum      Aggregate     Amount of
Securities    Amount    Offering     Offering      Registration
to be         to be     Price        Price         Fee (1)
Registered    Regist-   Per          (1)              
              ered      Share (1)

Common Stock, 1,000,000 $4.43        $4,430,000    $1,003.85 (3)
no par        (2)         
value per
share,
issuable
upon
exercise of
Stock Options


(1)  Estimated pursuant to Rule 457(h) solely for the purpose  of
calculating  the  registration fee on the basis  of  the  maximum
number of securities issuable under the plan that are covered  by
the  registration statement, computed based on the average of the
bid and asked prices of the Company's Common Stock as reported on
the NASDAQ OTC Bulletin Board on May 13, 1998.

(2)  This amount represents an additional 1,000,000 shares  being
registered  for  issuance under the Company's 1996  Stock  Option
Plan,  as  amended.  1,000,000 shares were registered under  such
plan  on Form S-8 filed with the Commission on March 20, 1996  as
File  No.  333-01817. An amendment to the 1996 Stock Option  Plan
was  reflected on Form S-8 filed with the Commission on June  20,
1997, SEC File No. 333-29615.

(3)  The fee is reduced by the $303 filing fee paid in connection
with the Form S-8 filed with the Commission on June 20, 1997, SEC
File  No.  333-29615.  The shares registered in  connection  with
such registration statement are being deregistered simultaneously
with the filing of this registration statement on Form S-8.

                  PRIOR REGISTRATION STATEMENT

     The contents of the Registrant's registration statement on
Form S-8, SEC File No. 333-29615, are incorporated herein by
reference.


                           SIGNATURES

Pursuant  to the requirements of the Securities Act of  1933,  as
amended, the Registrant certifies that it has reasonable  grounds
to  believe that it meets all of the requirements for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of San Diego, and State of California  on
May 19, 1998.

                   BOATRACS, INC.



                   By:   /S/ MICHAEL SILVERMAN
                           Michael  Silverman,  Chairman  of  the
                           Board

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
appears  below  constitutes and appoints Jon Gilbert  or  Michael
Silverman, or either of them, jointly and severally, his true and
lawful   attorneys-in-fact  and  agents,  with  full  powers   of
substitution and resubstitution, for him and in his  name,  place
and  stead,  in  any  and all capacities, to  sign  any  and  all
amendments to this registration statement, and to file  the  same
with  all  exhibits  thereto, and other documents  in  connection
therewith,  including  any and all post-effective  amendments  to
this  registration  statement, with the Securities  and  Exchange
Commission.

Pursuant  to the requirements of the Securities Act of  1933,  as
amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:

/S/ JON GILBERT             Chief Executive      May 19, 1998
Jon Gilbert                 Officer,                   
                            President,
                            Director
                            
/S/CURT McLELAND            Chief Financial      May 19, 1998
Curt McLeland               Officer

                                                       
/S/MICHAEL SILVERMAN        Chairman of the      May 19, 1998
Michael Silverman           Board                      
                            
                            
                                                       
/S/ANNETTE FRISKOPP         Director             May 19, 1998
Annette Friskopp                                       

                                                       
/S/ GILES BATEMAN           Director             May 19, 1998
Giles Bateman                                          

                                                       
/S/ LUIS MAIZEL             Director             May 19, 1998
Luis Maizel                                            

                                                       
/S/ MITCHELL LYNN           Director             May 19, 1998
Mitchell Lynn                                          

                                                       
                                                       
                                                       



                         EXHIBIT INDEX


Item

4.1  Boatracs, Inc. 1996 Stock Option Plan, as amended.
     Incorporated by reference to Exhibit 10.7 to the Company's
     Form SB-2, SEC File No. 333-51283.

5.1  Opinion of Solomon Ward Seidenwurm & Smith, LLP.  Filed
     herewith.

23.1 Consent of Deloitte & Touche.  Filed herewith.

23.2 Consent of Solomon Ward Seidenwurm & Smith (see Exhibit
     5.1).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6401}]
{"company-data": {"conformed-name": "BOATRACS INC /CA/", "cik": "0000700941", "assigned-sic": "4899", "irs-number": "330644381", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53141", "film-number": "98628954"}, "business-address": {"street1": "6440 LUSK BLVD", "street2": "STE D201", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195871981"}, "mail-address": {"street1": "6440 LUSK BLVD", "street2": "STE D201", "city": "SAN DIEGO", "state": "CA", "zip": "92101"}, "former-company": {"former-conformed-name": "FIRST NATIONAL CORP /CA/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 19,
1998
Registration No. 333-__________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form S-8
                Registration Statement Under The
                     Securities Act of 1933

                         Boatracs, Inc.
     (Exact Name of Registrant as Specified in Its Charter)

     California                              33-0644381
(State or Other Jurisdiction                (I.R.S. Employer
Identification Number)
of Incorporation or Organization)

6440 Lusk Blvd., Suite D201, San Diego, California       92121
(Address of Principal Executive Offices)              (Zip Code)

             Boatracs, Inc. 1996 Stock Option Plan
                    (Full Title of the Plan)

            Michael Silverman, Chairman of the Board
                         Boatracs, Inc.
                  6440 Lusk Blvd., Suite D201
                  San Diego, California 92121
            (Name and Address of Agent For Service)

                          619-587-1981
  (Telephone Number, Including Area Code of Agent For Service)

                Calculation Of Registration Fee
                                     Proposed
                        Proposed     Maximum  
Title of                Maximum      Aggregate     Amount of
Securities    Amount    Offering     Offering      Registration
to be         to be     Price        Price         Fee (1)
Registered    Regist-   Per          (1)              
              ered      Share (1)

Common Stock, 1,000,000 $4.43        $4,430,000    $1,003.85 (3)
no par        (2)         
value per
share,
issuable
upon
exercise of
Stock Options

(1)  Estimated pursuant to Rule 457(h) solely for the purpose  of
calculating  the  registration fee on the basis  of  the  maximum
number of securities issuable under the plan that are covered  by
the  registration statement, computed based on the average of the
bid and asked prices of the Company's Common Stock as reported on
the NASDAQ OTC Bulletin Board on May 13, 1998.

(2)  This amount represents an additional 1,000,000 shares  being
registered  for  issuance under the Company's 1996  Stock  Option
Plan,  as  amended.  1,000,000 shares were registered under  such
plan  on Form S-8 filed with the Commission on March 20, 1996  as
File  No.  333-01817. An amendment to the 1996 Stock Option  Plan
was  reflected on Form S-8 filed with the Commission on June  20,
1997, SEC File No. 333-29615.

(3)  The fee is reduced by the $303 filing fee paid in connection
with the Form S-8 filed with the Commission on June 20, 1997, SEC
File  No.  333-29615.  The shares registered in  connection  with
such registration statement are being deregistered simultaneously
with the filing of this registration statement on Form S-8.

                  PRIOR REGISTRATION STATEMENT

     The contents of the Registrant's registration statement on
Form S-8, SEC File No. 333-29615, are incorporated herein by
reference.

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of  1933,  as
amended, the Registrant certifies that it has reasonable  grounds
to  believe that it meets all of the requirements for  filing  on
Form  S-8 and has duly caused this registration statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of San Diego, and State of California  on
May 19, 1998.

                   BOATRACS, INC.

                   By:   /S/ MICHAEL SILVERMAN
                           Michael  Silverman,  Chairman  of  the
                           Board

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
appears  below  constitutes and appoints Jon Gilbert  or  Michael
Silverman, or either of them, jointly and severally, his true and
lawful   attorneys-in-fact  and  agents,  with  full  powers   of
substitution and resubstitution, for him and in his  name,  place
and  stead,  in  any  and all capacities, to  sign  any  and  all
amendments to this registration statement, and to file  the  same
with  all  exhibits  thereto, and other documents  in  connection
therewith,  including  any and all post-effective  amendments  to
this  registration  statement, with the Securities  and  Exchange
Commission.

Pursuant  to the requirements of the Securities Act of  1933,  as
amended, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:

/S/ JON GILBERT             Chief Executive      May 19, 1998
Jon Gilbert                 Officer,                   
                            President,
                            Director
                            
/S/CURT McLELAND            Chief Financial      May 19, 1998
Curt McLeland               Officer

                                                       
/S/MICHAEL SILVERMAN        Chairman of the      May 19, 1998
Michael Silverman           Board                      
                            
                            
                                                       
/S/ANNETTE FRISKOPP         Director             May 19, 1998
Annette Friskopp                                       

                                                       
/S/ GILES BATEMAN           Director             May 19, 1998
Giles Bateman                                          

                                                       
/S/ LUIS MAIZEL             Director             May 19, 1998
Luis Maizel                                            

                                                       
/S/ MITCHELL LYNN           Director             May 19, 1998
Mitchell Lynn                                          

                                                       
                                                       
                                                       

                         EXHIBIT INDEX

Item

4.1  Boatracs, Inc. 1996 Stock Option Plan, as amended.
     Incorporated by reference to Exhibit 10.7 to the Company's
     Form SB-2, SEC File No. 333-51283.

5.1  Opinion of Solomon Ward Seidenwurm & Smith, LLP.  Filed
     herewith.

23.1 Consent of Deloitte & Touche.  Filed herewith.

23.2 Consent of Solomon Ward Seidenwurm & Smith (see Exhibit
     5.1).