As filed with the Securities and Exchange Commission on June 19,1997
Registration No. 33-333

               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, President
                         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  
Securities                   Offering Price Offering    Amount of    
to be         Amount to be   Per Share      Price       Registration
Registered    Registered      (1)            (1)        Fee (1)
                                                         
Common Stock, 1,000,000       $1.00         $1,000,000    $303
no par value
per share, issuable
upon exercise of
Stock Options


(1) Estimated pursuant to Rule 457(c) 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 upon the average of the bid
and asked prices of the Company's Common Stock as reported on the
NASDAQ OTC Bulletin Board on June 18, 1997.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in the
Section 10(a) prospectus under the Securities Act by reference.

         (a)  The Quarterly Reports of the Registrant, filed on
              Form 10-QSB for the Registrant's Quarter ended
              March 31, 1997.

         (b)  The Annual Report of the Registrant filed on Form
              10-KSB for the Registrants year ended December 31,
              1996.

         (c)  The Form 8-A filed with the Commission on November
              2, 1987, describing the class of common stock
              contained in this Registration Statement.

         All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part thereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to provisions of the California Corporations
Code, Article V of the Company's Amended and Restated Articles of
Incorporation provides that the liability of the Company's
directors for monetary damages shall be eliminated to the fullest
extent permissible under California law.

         Article VI of the Company's Amended and Restated Bylaws
authorizes the Company to indemnify its directors and officers in
certain circumstances against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with a proceeding arising out of such person's service
in such capacity, if that person acted in good faith and in a
manner that that person reasonably believed to be in the best
interests of the Company and, in the case of a criminal
proceeding, had no reason to believe was unlawful. The Company is
required to indemnify a director or officer of the Company
against expenses actually and reasonably incurred in the event
such person is successful on the merits in the defense of any
such claim.  The indemnification provided by Article VI is not
exclusive of any other rights to which such director or officer
seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, with respect to action in his or her official capacity
and with respect to action in another capacity while holding such
office, to the extent such additional rights to indemnification
are authorized in the Company's Amended and Restated Articles of
Incorporation.

         In addition, employment agreements between the Company
and certain executive officers of the Company provide that such
executive officers shall each be indemnified against all
liabilities, damages, costs, expenses, attorneys' fees and claims
(each, a "Claim"), and all costs, expenses and attorneys' fees
incurred in the defense of any such Claim, arising from certain
circumstances relating to such executive officer's employment,
except to the extent caused by such executive officer's negligent
act, wilful misconduct or breach under such agreement.  The
Company is required to defend at its sole cost any action or
proceeding brought against such executive officer by reason of
any such Claims upon notice from the executive officer.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits
attached is incorporated herein by reference.

Item 9.  UNDERTAKINGS

         The Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:

         (i)  to include any prospectus required by section
              10(a)(3) of the Securities Act of 1933;

         (ii) to reflect in the prospectus any facts or events
              arising after the effective date of the
              registration statement (or the most recent post-
              effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental
              change in the information set forth in the
              registration statement; and

         (iii)    to include any material information with
              respect to the plan of distribution not previously
              disclosed in the registration statement or any
              material change to such information in the
              registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         The Registrant hereby agrees that, for the purposes of
determining any liability under said Act, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

         The Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the Plan.

         The Registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, 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 June 19, 1997.

                   BOATRACS, INC.



                   By:   /S/ MICHAEL SILVERMAN
                         Michael Silverman, President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Silverman and Dale
Fisher, 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, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

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

                                                       
/S/MICHAEL SILVERMAN        Chairman of the     June 19, 1997
Michael Silverman           Board, Chief               
                            Executive Officer
                            (Principal
                            Executive
                            Officer)
                            
                                                       
/S/ANNETTE FRISKOPP         Chief Operating     June 19, 1997
Annette Friskopp            Officer, Director          
                            
                                                       
/S/ DALE FISHER             Chief Financial     June 19, 1997
Dale Fisher                 Officer                    
                            (Principal
                            Financial Officer
                            & Accounting
                            Officer)
                            
                                                       
/S/ NORMAN KANE             Director            June 19, 1997
Norman Kane                                            

                                                       
/S/ LUIS MAIZEL             Director            June 19, 1997
Luis Maizel                                            

                                                       
/S/ ILANA SILVERMAN         Director            June 19, 1997
Ilana Silverman                                        


/S/ MITCHELL LYNN           Director            June 19, 1997
Mitchell Lynn

/S/ JULIUS TRUMP            Director            June 19, 1997
Julius Trump

<PAGE>

                         EXHIBIT INDEX


Item

4.1  Boatracs, Inc. 1996 Stock Option Plan, as amended

4.2  Form of Stock Option Agreement

4.3  Second Amended Plan of Reorganization of First National
     Corporation (Incorporated by reference to First National
     Corporation's Current Report on Form 8-K dated January 9,
     1995)

4.4  Bankruptcy Court Order Confirming Second Amended Plan of
     Reorganization of First National Corporation (Incorporated
     by reference to First National Corporation's Current Report
     on Form 8-K dated January 9, 1995)

5.1  Opinion of Solomon Ward Seidenwurm & Smith

23.1 Consent of Deloitte & Touche

23.2 Consent of Solomon Ward Seidenwurm & Smith (see Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13853}]
{"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": "333-29615", "film-number": "97627150"}, "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 June 19,1997
Registration No. 33-333

               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, President
                         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  
Securities                   Offering Price Offering    Amount of    
to be         Amount to be   Per Share      Price       Registration
Registered    Registered      (1)            (1)        Fee (1)
                                                         
Common Stock, 1,000,000       $1.00         $1,000,000    $303
no par value
per share, issuable
upon exercise of
Stock Options

(1) Estimated pursuant to Rule 457(c) 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 upon the average of the bid
and asked prices of the Company's Common Stock as reported on the
NASDAQ OTC Bulletin Board on June 18, 1997.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in the
Section 10(a) prospectus under the Securities Act by reference.

         (a)  The Quarterly Reports of the Registrant, filed on
              Form 10-QSB for the Registrant's Quarter ended
              March 31, 1997.

         (b)  The Annual Report of the Registrant filed on Form
              10-KSB for the Registrants year ended December 31,
              1996.

         (c)  The Form 8-A filed with the Commission on November
              2, 1987, describing the class of common stock
              contained in this Registration Statement.

         All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part thereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to provisions of the California Corporations
Code, Article V of the Company's Amended and Restated Articles of
Incorporation provides that the liability of the Company's
directors for monetary damages shall be eliminated to the fullest
extent permissible under California law.

         Article VI of the Company's Amended and Restated Bylaws
authorizes the Company to indemnify its directors and officers in
certain circumstances against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with a proceeding arising out of such person's service
in such capacity, if that person acted in good faith and in a
manner that that person reasonably believed to be in the best
interests of the Company and, in the case of a criminal
proceeding, had no reason to believe was unlawful. The Company is
required to indemnify a director or officer of the Company
against expenses actually and reasonably incurred in the event
such person is successful on the merits in the defense of any
such claim.  The indemnification provided by Article VI is not
exclusive of any other rights to which such director or officer
seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or
otherwise, with respect to action in his or her official capacity
and with respect to action in another capacity while holding such
office, to the extent such additional rights to indemnification
are authorized in the Company's Amended and Restated Articles of
Incorporation.

         In addition, employment agreements between the Company
and certain executive officers of the Company provide that such
executive officers shall each be indemnified against all
liabilities, damages, costs, expenses, attorneys' fees and claims
(each, a "Claim"), and all costs, expenses and attorneys' fees
incurred in the defense of any such Claim, arising from certain
circumstances relating to such executive officer's employment,
except to the extent caused by such executive officer's negligent
act, wilful misconduct or breach under such agreement.  The
Company is required to defend at its sole cost any action or
proceeding brought against such executive officer by reason of
any such Claims upon notice from the executive officer.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits
attached is incorporated herein by reference.

Item 9.  UNDERTAKINGS

         The Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement:

         (i)  to include any prospectus required by section
              10(a)(3) of the Securities Act of 1933;

         (ii) to reflect in the prospectus any facts or events
              arising after the effective date of the
              registration statement (or the most recent post-
              effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental
              change in the information set forth in the
              registration statement; and

         (iii)    to include any material information with
              respect to the plan of distribution not previously
              disclosed in the registration statement or any
              material change to such information in the
              registration statement;

Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         The Registrant hereby agrees that, for the purposes of
determining any liability under said Act, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

         The Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the Plan.

         The Registrant hereby undertakes that, for purpose of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                           SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, 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 June 19, 1997.

                   BOATRACS, INC.

                   By:   /S/ MICHAEL SILVERMAN
                         Michael Silverman, President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Silverman and Dale
Fisher, 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, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

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

                                                       
/S/MICHAEL SILVERMAN        Chairman of the     June 19, 1997
Michael Silverman           Board, Chief               
                            Executive Officer
                            (Principal
                            Executive
                            Officer)
                            
                                                       
/S/ANNETTE FRISKOPP         Chief Operating     June 19, 1997
Annette Friskopp            Officer, Director          
                            
                                                       
/S/ DALE FISHER             Chief Financial     June 19, 1997
Dale Fisher                 Officer                    
                            (Principal
                            Financial Officer
                            & Accounting
                            Officer)
                            
                                                       
/S/ NORMAN KANE             Director            June 19, 1997
Norman Kane                                            

                                                       
/S/ LUIS MAIZEL             Director            June 19, 1997
Luis Maizel                                            

                                                       
/S/ ILANA SILVERMAN         Director            June 19, 1997
Ilana Silverman                                        

/S/ MITCHELL LYNN           Director            June 19, 1997
Mitchell Lynn

/S/ JULIUS TRUMP            Director            June 19, 1997
Julius Trump
EXHIBIT INDEX

Item

4.1  Boatracs, Inc. 1996 Stock Option Plan, as amended

4.2  Form of Stock Option Agreement

4.3  Second Amended Plan of Reorganization of First National
     Corporation (Incorporated by reference to First National
     Corporation's Current Report on Form 8-K dated January 9,
     1995)

4.4  Bankruptcy Court Order Confirming Second Amended Plan of
     Reorganization of First National Corporation (Incorporated
     by reference to First National Corporation's Current Report
     on Form 8-K dated January 9, 1995)

5.1  Opinion of Solomon Ward Seidenwurm & Smith

23.1 Consent of Deloitte & Touche

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