SS:60937.2:07222.059
                                                                 
SS:60937.2:07222.059
As filed with the Securities and Exchange Commission on March 18,
1996
Registration No. 33-

               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
of Incorporation or Organization)           (I.R.S. Employer
Identification Number)


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


              Boatracs, Inc. 1995 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   Amount of
Securities to be              Amount to be  Offering Price
Offering Price                Registration
Registered    Registered      Per Share (1) (1)         Fee (1)

Common Stock, 1,000,000       $1.00         $1,000,000  $344.83
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 March 11, 1996.

                             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 Quarters ended March 31, June
              30, and September 31, 1995.

              (b)                             The Form S-1, SEC
              File Number 33-98810, filed with the Commission on
              October 31, 1995.

              (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, willful 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 March 18. 1996.

                   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
Michael Silverman

Chairman of the Board, Chief Executive Officer

                                        March 18, 1996
     
     
 /S/ ANNETTE    FRISKOPP
Annette Friskopp
Chief Operating Officer, Director
                                        March 18, 1996
     
     
/S/ DALE FISHER
Dale Fisher
Chief Financial Officer (Principal Financial Officer &
Accounting Officer)
                                        March 18, 1996
     
     
/S/ NORMAN KANE
Norman Kane
Director
                                        March 18, 1996
     
     
/S/ LUIS MAIZEL
Luis Maizel
Director
                                        March 18, 1996
     
     

     
                          EXHIBIT INDEX
     
     
     Item
     
     4.1      Boatracs, Inc. 1996 Stock Option Plan

         4.2  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)

        4.3   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)

        5.0   Opinion of Solomon Ward Seidenwurm & Smith

        23.1  Consent of Deloitte & Touche

        23.2  Consent of Solomon Ward Seidenwurm & Smith (see
              Exhibit 5.0)
EXHIBIT 4.1
                              This Document Constitutes Part of a
                              Prospectus Covering Securities That
                              Have Been Registered under The
                              Securities Act of 1933.

                              Dated: March 18, 1996

                         BOATRACS, INC.
                     1996 STOCK OPTION PLAN

   1. Purposes of the Plan.

    The  Boatracs,  Inc. 1996 Stock Option Plan (the  "Plan")  is
intended to promote the interests of Boatracs, Inc., a California
corporation  (the  "Company"),  by  providing  a  method  whereby
(i)  employees  of  the  Company (or  its  parent  or  subsidiary
corporations)   responsible  for  the  management,   growth   and
financial  success  of the Company (or its parent  or  subsidiary
corporations),  and  (ii)  non-employees  who  provide   valuable
services   to   the   Company  (or  its  parent   or   subsidiary
corporations),  as determined by the Plan Administrator,  may  be
offered  incentives  and  rewards which will  encourage  them  to
acquire  a  proprietary  interest, or  otherwise  increase  their
proprietary  interest,  in the Company  and  continue  to  render
services   to   the   Company  (or  its  parent   or   subsidiary
corporations).

   2. Administration of the Plan.

      (a)   The Plan shall be administered by the Company's Board
of Directors ("Board") or, to the extent provided by the Board, a
committee  ("Committee")  appointed by  the  Board,  which  shall
consist of not less than two disinterested persons (as such  term
is  defined  in  Rule  16b-3, or any successor  rule,  under  the
Securities Exchange Act of 1934), who shall serve at the pleasure
of  the Board; provided, however, that if there are not at  least
two  directors who are disinterested persons and willing to serve
on  the  Committee, the Plan shall be administered by the  Board.
For  purposes  of  the Plan, the term "Plan Administrator"  shall
mean the Board, or if the Board delegates responsibility for  any
matter to the Committee, the Committee.

       (b)    Subject  to the provisions of the  Plan,  the  Plan
Administrator shall have full power and authority to  select  the
Optionees  (as  defined in Section 3) to be granted  the  options
under  the Plan, and to determine (i) whether each granted option
is  to  be  an incentive stock option ("Incentive Stock  Option")
which  satisfies the requirements of Section 422 of the  Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code") or
a   non-statutory  Stock  Option  not  intended  to   meet   such
requirements,  (ii) the number of shares to be  subject  to  such
option; (iii) the exercise prices of such shares, (iv) the  terms
of  exercise, (v) the expiration dates and (vi) all  other  terms
and conditions upon which such option may be exercised.  The Plan
Administrator shall have the full power and authority (subject to
the   provisions  of  the  Plan)  to  establish  such  rules  and
regulations   as   it  may  deem  appropriate  for   the   proper
administration of the Plan and to make such determinations under,
and  issue  such interpretations of, the Plan and any outstanding
option  as it may deem necessary or advisable.  Decisions of  the
Plan Administrator shall be final and binding on all parties  who
have  an  interest  in  the Plan or any outstanding  option.   No
person acting under this subsection shall be held liable for  any
action  or determination made in good faith with respect  to  the
Plan or any option granted under the Plan.

       (c)    The Company shall indemnify and hold harmless  each
Committee member and each director of the Company, and the estate
and  heirs  of  such  Committee member or director,  against  all
claims,  liabilities,  expenses,  penalties,  damages  or   other
pecuniary  losses,  including legal fees,  which  such  Committee
member  or director, his or her estate or heirs may suffer  as  a
result  of his or her responsibilities, obligations or duties  in
connection with the Plan, to the extent that insurance,  if  any,
does not cover the payment of such items.

   3. Eligibility for Option Grants.

    The persons eligible to receive option grants pursuant to the
Plan ("Optionees") are as follows:

      (i)   employees of the Company (or its parent or subsidiary
   corporations)  who  render services which  contribute  to  the
   success   and  growth  of  the  Company  (or  its  parent   or
   subsidiary   corporations)  or   which   may   reasonably   be
   anticipated to contribute to the future success and growth  of
   the Company (or its parent or subsidiary corporations); and

      (ii)   non-employees who provide valuable services  to  the
   Company (or its parent or subsidiary corporations).

   4. Stock Subject to the Plan.

       (a)   The stock issuable under the Plan shall be shares of
the  Company's authorized but unissued or reacquired common stock
(the  "Common Stock").  The aggregate number of shares which  may
be  issued  under the Plan shall not exceed 1,000,000  shares  of
Common Stock.  The total number of shares issuable under the Plan
shall  be  subject to adjustment from time to time in  accordance
with the provisions of this Section 4.

      (b)   Should an option be terminated for any reason without
being  exercised or surrendered in whole or in part,  the  shares
subject  to  the  portion  of  the option  not  so  exercised  or
surrendered shall be available for subsequent option grants under
the Plan.

       (c)    In the event that the outstanding shares of  Common
Stock  issuable  under  the  Plan as a  class  are  increased  or
decreased, or changed into or exchanged for a different number or
kind  of  shares  or  securities, as a result  of  any  Corporate
Transactions  (as  defined in Section  7),  stock  splits,  stock
dividends, or the like affecting the outstanding Common Stock  as
a  class,  then  appropriate adjustments shall  be  made  to  the
aggregate  number of shares issuable under the Plan  and  to  the
number  of shares and price per share of the Common Stock subject
to  each outstanding option, in order to prevent the dilution  or
enlargement of benefits under such outstanding options.

   5. Terms and Conditions of Options.

    Options  granted pursuant to the Plan shall be authorized  by
action   of  the  Plan  Administrator  and  may,  at   the   Plan
Administrator's discretion, be either Incentive Stock Options  or
non-statutory  Stock Options.  Individuals who are not  employees
of  the Company or its parent or subsidiary corporations may only
be  granted  non-statutory Stock Options.   Each  granted  option
shall  be evidenced by one or more written instruments in a  form
approved by the Plan Administrator; provided, however, that  each
such  instrument shall comply with and incorporate the terms  and
conditions specified in this Section 5.

      (a)   Option Price.

          (1)    The option price per share (the "Option Price"),
(a)  with  respect  to  a non-qualified Stock  Option,  shall  be
between eighty-five percent (85%) and one hundred percent  (100%)
of  the fair market value of a share of Common Stock on the  date
of  the  option grant, as determined by the Company on a case  by
case  basis  and (b) with respect to an Incentive  Stock  Option,
shall be one hundred percent (100%) of the fair market value of a
share of Common Stock on the date of the option grant.

          (2)    10% Shareholder.  If any Optionee under the Plan
is on the date of grant of an Incentive Stock Option the owner of
stock (as determined under Section 424(d) of the Internal Revenue
Code)  possessing 10% or more of the total combined voting  power
of  all  classes of stock of the Company or any one of its parent
or subsidiary corporations (a "10% Shareholder"), then the option
price  per  share acquired pursuant to exercise of  an  Incentive
Stock  Option shall not be less than one hundred and ten  percent
(110%) of the fair market value of a share of Common Stock on the
date of the option grant.

          (3)     The  option price shall become immediately  due
upon  exercise of the option and shall, subject to the provisions
of  the instrument evidencing the grant, be payable in one of the
alternative forms specified below:

             (i)            full   payment  in   cash   or   cash
   equivalents; or

            (ii)    full payment in shares of Common Stock having
   a  fair  market value on the Exercise Date (as defined  below)
   in an amount equal to the option price; or

            (iii)  a combination of shares of Common Stock valued
   at  fair  market value on the Exercise Date and cash  or  cash
   equivalents, equal in the aggregate to the option price; or

            (iv)    any other form of consideration as  the  Plan
   Administrator may approve.

    For purposes of this Section 5(a)(3), the Exercise Date shall
be  the first date on which the Company shall have received  both
written notice of the exercise of the option and payment  of  the
option price for the purchased shares of Common Stock.

          (4)    For  all valuation purposes under the Plan,  the
fair  market value of a share of Common Stock shall be determined
in accordance with the following provisions:

            (i)     If the Common Stock is not at the time listed
   or  admitted to trading on any stock exchange but is traded in
   the  over-the-counter market, the fair market value  shall  be
   the  mean between the highest bid and lowest asked prices (or,
   if  such information is available, the closing selling  price)
   of  one  share of Common Stock in the over-the-counter market,
   as  such  prices  are reported by the National Association  of
   Securities Dealers through its NASDAQ system or any  successor
   system,  on the date of the option grant or Exercise Date,  as
   the  case  may  be.  If there are no reported  bid  and  asked
   prices (or closing selling price) for the Common Stock on  the
   date  in question, then the mean between the highest bid price
   and  lowest asked price (or the closing selling price) on  the
   last  preceding date for which such quotations exist shall  be
   determinative of fair market value.

            (ii)    If the Common Stock is at the time listed  or
   admitted  to  trading  on any stock exchange,  then  the  fair
   market  value shall be the closing selling price of one  share
   of  Common Stock on the date in question on the stock exchange
   determined by the Plan Administrator to be the primary  market
   for  the  Common Stock, as such price is officially quoted  in
   the  composite  tape  of transactions on  such  exchange.   If
   there is no reported sale of Common Stock on such exchange  on
   the  date in question, then the fair market value shall be the
   closing  selling price on the exchange on the  last  preceding
   date for which such quotation exists.

            (iii)   If  the Common Stock at the time  is  neither
   listed  nor  admitted  to trading on any  stock  exchange  nor
   traded  in  the over-the-counter market, then the fair  market
   value  shall  be  determined by the Plan  Administrator  after
   taking  into  account such factors as the  Plan  Administrator
   shall  deem  appropriate, including one  or  more  independent
   professional appraisals.

       (b)    Option  Period.   The term  of  each  option  shall
commence  on the date of grant of the option and shall  be  seven
years, except that if an Incentive Stock Option is granted to  an
Optionee who, immediately before the grant of the Incentive Stock
Option,  owns stock representing more than ten percent  (10%)  of
the  total combined voting power of all classes of stock  of  the
Company  or  its parent or subsidiary corporations, the  exercise
period  specified in the option agreement for which the Incentive
Stock  Option thereunder is granted, shall not exceed five  years
from the date of grant.  Subject to other provisions of the Plan,
(a)  each Incentive Stock Option shall be exercisable during  its
term  as  to  twenty percent (20%) of the Incentive Stock  Option
shares  during  the  twelve (12) months beginning  on  the  first
anniversary  of  the  date  of grant, and  twenty  percent  (20%)
thereafter  during  each of the four (4) next  successive  twelve
(12) month periods, and (b) each non-qualified Stock Option shall
be  exercisable  over  a five year term,  as  determined  by  the
Company on a case by case basis, provided, however, that each non-
qualified Stock Option shall be exercisable at a rate of at least
twenty  percent (20%) per year over five (5) years from the  date
the  non-qualified Stock Option is granted.  Additionally, if  an
Optionee  shall  not in any period purchase  all  of  the  option
shares which the Optionee is entitled to purchase in such period,
then  the  Optionee may purchase all or any part of  such  shares
subject  to  this  Agreement at any time after the  end  of  such
period and prior to the expiration of the option.

      (c)   Effect of Termination.

          (1)    Subject  to the other provisions  of  the  Plan,
should  an Optionee cease to be a service provider to the Company
("Service  Provider"), or employee or director,  for  any  reason
(including   death  or  permanent  disability   as   defined   in
Section 105(d)(4) of the Internal Revenue Code), then any  option
or   options  granted  under  the  Plan  to  such  Optionee   and
outstanding on the Cessation Date (as defined below) shall remain
exercisable  for a period not to exceed six (6) months  from  the
date of such cessation of Service Provider, employee or director,
status (the "Cessation Date"), the specific amount of time to  be
determined at the time of granting the option; provided, however,
that  under  no  circumstances shall such options be  exercisable
after  the  expiration date of the option term specified  in  the
instrument  evidencing  the  option grant.   Notwithstanding  the
foregoing,  such shorter period of exercisability  following  the
Cessation  Date,  as determined by the Company  at  the  time  of
original  grant,  shall  in  no event  be  less  than:   (i)  six
(6) months in the event that employment termination is due to the
death or disability of the Optionee and (ii) thirty (30) days  in
the event that employment termination is due to any other reason.
Each  such  option  shall, during such six (6) month  or  shorter
period, be exercisable to the extent of the number of shares  (if
any)  for  which the option is exercisable on the Cessation  Date
(the  "Vested  Shares"), and to the extent that on the  Cessation
Date  the number of shares (if any) for which the option  is  not
exercisable  will become exercisable within the  following  year,
the  Optionee  may exercise the option for a percentage  of  such
shares  based on the following fraction: the numerator  shall  be
the number of days from the last anniversary date of the grant of
the option to the Cessation Date and the denominator shall be the
number of days from the last anniversary date of the grant of the
option  to the next anniversary date of the grant of the  option.
Upon  the  expiration of such six (6) month or shorter period  or
(if  earlier) upon the expiration of the option term, the  option
shall terminate and cease to be exercisable.

          (2)    Notwithstanding subparagraph (c)(1)  above,  the
Plan  Administrator  shall have complete discretion,  exercisable
either at the time the option is granted or at the Cessation Date
to  provide  that options held by such Optionee may be  exercised
not  only with respect to Vested Shares as of the Cessation Date,
but  also with respect to one or more subsequent installments  of
shares   for  which  the  option  would  otherwise  have   become
exercisable  had  such cessation of Service Provider  status  not
occurred.

          (3)    For purposes of the Plan, the Optionee shall  be
deemed to be a Service Provider of the Company for so long as the
Optionee renders periodic services to the Company or one or  more
of its parent or subsidiary corporations.

       (d)    No Employment or Service Contract.  Nothing in  the
Plan shall confer upon the Optionee any right to continue in  the
service  of  the Company (or any parent or subsidiary corporation
of  the  Company  employing or retaining the Optionee)   for  any
period  of  specific  duration  or interfere  with  or  otherwise
restrict  in any way the rights of the Company (or any parent  or
subsidiary  corporation  of the Company  employing  or  retaining
Optionee)  or  the  Optionee, to terminate the  service  provider
status  of  Optionee  at any time for any  reason  or  no  reason
whatsoever, with or without cause.

       (e)   Stockholder Rights.  An Optionee shall have none  of
the rights of a stockholder with respect to any shares covered by
the  option  until such individual shall have duly exercised  the
option and paid the option price.

        (f)     Forfeiture   of   Right   to   Exercise   Option.
Notwithstanding  anything  to  the  contrary  in  the  Plan,  the
exercise  of any Stock Option by an Optionee shall be subject  to
satisfaction of the following conditions precedent, as determined
in good faith by the Committee whose determination shall be final
and  binding: (a) such Optionee not be guilty of theft,  larceny,
embezzlement,  fraud, any acts of dishonesty,  illegality,  moral
turpitude  or  gross mismanagement, (b) such Optionee  shall  not
have  breached  any  confidentiality  or  similar  provision   of
Optionee's  business relationship with the Company  or  otherwise
have  made  any  disclosure  of  the  Company's  customer  lists,
proprietary    information,   design   information,   performance
standards, and any other confidential and proprietary information
of  the  Company  or  licensed to the Company, including  without
limitation,    trade    secrets   and    copyrighted    materials
("Confidential  Material"), (c) such Optionee shall  not,  within
six   (6)   months  after  termination  of  Optionee's   business
relationship  with  the  Company,  undertake  any  employment  or
activity  competitive with the Company's business, if the  duties
or  work  of,  in connection with or related to such  competitive
employment or activity, would or may cause the Optionee to reveal
or use any Confidential Material.

   6. Exercise of Options.

      (a)   Each Option may be exercised in whole or in part (but
not  as  to fractional shares) by delivering it for surrender  or
endorsement to the Company, attention of the Corporate Secretary,
at  the Company's principal office, together with payment of  the
Exercise  Price and an executed Notice and Agreement of  Exercise
in the form prescribed by the Company.

       (b)    Exercise  of  each Option is conditioned  upon  the
agreement  of  the Optionee to the terms and conditions  of  this
Plan  and of such Option as evidenced by the Optionee's execution
and  delivery of a Notice and Agreement of Exercise in a form  to
be  determined by the Committee in its discretion.   Such  Notice
and  Agreement of Exercise shall set forth the agreement  of  the
Optionee  that:  (a) no Option Shares will be sold  or  otherwise
distributed  in  violation of the Securities  Act  of  1933  (the
"Securities  Act")  or  any  other applicable  federal  or  state
securities  laws,  (b)  each  Option  Share  certificate  may  be
imprinted  with  legends  reflecting any applicable  federal  and
state securities law restrictions and conditions, (c) the Company
may  comply with said securities law restrictions and issue "stop
transfer"  instructions  to  its  Transfer  Agent  and  Registrar
without liability, (d) each Optionee will timely file all reports
required  under  federal securities laws, and (e)  each  Optionee
will  report all sales of Option Shares to the Company in writing
on a form prescribed by the Company.

       (c)   No Option shall be exercisable unless and until  any
applicable registration or qualification requirements of  federal
and state securities laws, and all other legal requirements, have
been  fully  complied  with.   The Company  will  use  reasonable
efforts to maintain the effectiveness of a Registration Statement
under  the Securities Act for the issuance of Options and  shares
acquired  thereunder,  but  there  may  be  times  when  no  such
Registration Statement will be currently effective.  The exercise
of  Options may be temporarily suspended without liability to the
Company  during  times  when  no such Registration  Statement  is
currently  effective,  or during times when,  in  the  reasonable
opinion  of  the  Committee,  such  suspension  is  necessary  to
preclude  violation  of any requirements  of  applicable  law  or
regulatory bodies having jurisdiction over the Company.   If  any
Option  would expire for any reason except the end  of  its  term
during such a suspension, then if exercise of such Option is duly
tendered  before its expiration, such Option shall be exercisable
and exercised (unless the attempted exercise is withdrawn) as  of
the  first  day  after the end of such suspension.   The  Company
shall  have  no  obligation  to file any  Registration  Statement
covering resales of Option Shares.
       (d)   Withholding Taxes.  The Company shall have the right
at  the  time  of exercise of any Stock Option to  make  adequate
provision  for any federal, state, local, or foreign taxes  which
it  believes  are or may be required by law to be  withheld  with
respect to such exercise.

       (e)    Dollar Limitation.  The aggregate fair market value
(determined as of the respective date or dates of grant)  of  the
Common  Stock  for  which  one or more  options  granted  to  any
Employee under the Plan (or any other option plan of the  Company
or  its parent or subsidiary corporations) may for the first time
become  exercisable  as Incentive Stock Options  during  any  one
calendar  year  shall not exceed the sum of One Hundred  Thousand
Dollars  ($100,000).   In  the event  that  Section  422  of  the
Internal  Revenue  Code is amended to alter  the  limitation  set
forth  therein  so that following such amendment such  limitation
shall  differ from the $100,000 limitation set forth  above,  the
dollar  limitation  of this Section 6(e) shall  be  automatically
adjusted  accordingly.  To the extent the Employee holds  two  or
more such options which become exercisable for the first time  in
the   same  calendar  year,  the  foregoing  limitation  on   the
exercisability  thereof  as  Incentive  Stock  Options  shall  be
applied  on  the  basis of the order in which  such  options  are
granted,  and  any  Incentive  Stock  Options  subject   to   the
limitations  of  this  Section 6(e)  shall  be  treated  as  non-
qualified  Stock  Options  subject to the  applicable  terms  and
conditions of the Plan.

   7. Corporate Transactions.

       (a)   In the event of any of the following transactions (a
"Corporate Transaction"):

          (i)   a merger or consolidation in which the Company is
not  the surviving entity, except for a transaction the principal
purpose  of  which  is  to  change the  State  of  the  Company's
incorporation,

          (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Company, or

          (iii)  any reverse merger in which the Company  is  the
surviving entity but in which fifty percent (50%) or more of  the
Company's  outstanding  voting stock is  transferred  to  holders
different from those who held the stock immediately prior to such
merger,

then  each outstanding option which is not to be assumed  by  the
successor corporation or parent thereof (or to be replaced with a
comparable option to purchase shares of the capital stock of such
successor corporation or parent thereof) automatically  shall  be
accelerated  so that each such option, immediately prior  to  the
specified  effective date for such Corporate  Transaction,  shall
become  fully  exercisable with respect to the  total  number  of
shares  of Common Stock purchasable under such option.  Any  such
accelerated options not exercised as of the consummation  of  the
Corporate   Transaction  shall  terminate   and   cease   to   be
exercisable,  unless  assumed  by the  successor  corporation  or
parent  thereof (or replaced with a comparable option to purchase
shares  of  the  capital stock of such successor  corporation  or
parent thereof).

       (b)    In  connection with any Corporate Transaction,  the
exercisability of any accelerated options under the  Plan  as  an
Incentive  Stock  Option shall remain subject to  the  applicable
dollar limitation of Section 6(e).

      (c)   The Plan Administrator shall have the right and power
at  any  time  to  waive  in  whole or  in  part,  absolutely  or
conditionally,  any  right  of  the  Company  contained  in   any
instrument  or  option agreement evidencing any  options  granted
under the Plan.

       (d)   The grant of options under the Plan shall in no  way
affect the right of the Company to adjust, reclassify, reorganize
or  otherwise  change  its capital or business  structure  or  to
merge,  consolidate, dissolve, liquidate or sell or transfer  all
or any part of its business or assets.

   8. Amendment of the Plan.

    (a)    The Board shall have complete and exclusive power  and
authority  to  amend or modify the Plan in any  or  all  respects
whatsoever;   provided,  however,  that  no  such  amendment   or
modification shall, without the consent of the holders, adversely
affect rights and obligations with respect to options at the time
outstanding under the Plan; and provided further, that the  Board
shall  not,  without  the  approval of the  stockholders  of  the
Company (i) increase the maximum number of shares issuable  under
the  Plan, except for permissible adjustments under Section 4(c),
(ii) materially modify the eligibility requirements for the grant
of  options under the Plan or (iii) otherwise materially increase
the benefits accruing to participants under the Plan.

    (b)     The  provisions of this Plan pertaining to  Incentive
Stock Options are intended to comply with all requirements of the
Internal  Revenue  Code  pertaining  to  qualification  of   such
incentive  stock  options as Incentive Stock  Options  under  the
Internal Revenue Code and all provisions of the Plan with respect
thereto shall be construed in a manner consistent therewith.

   9. Effective Date and Term of Plan.

       (a)   The Plan shall become effective when adopted by  the
Board,  but  no  option  granted  under  the  Plan  shall  become
exercisable unless and until the Plan shall have been approved by
the shareholders of the Company.  If such shareholder approval is
not  obtained  within twelve (12) months after the  date  of  the
Board's adoption of the Plan, then all options previously granted
under  the Plan shall terminate and no further options  shall  be
granted.  Subject to such limitation, the Plan Administrator  may
grant options under the Plan at any time after the Plan effective
date  and  before  the date fixed herein for termination  of  the
Plan.

       (b)    Unless  sooner  terminated in accordance  with  the
provisions  hereof, the Plan shall terminate upon  the  later  of
(i) the expiration of the eight (8) year period measured from the
date  of  the  Board's adoption of the Plan or (ii) the  date  on
which all shares available for issuance under the Plan shall have
been issued or canceled pursuant to the exercise or surrender  of
options  granted under the Plan.  If the date of  termination  is
determined  under clause (i) above, then options  outstanding  on
such date shall thereafter continue to have full force and effect
in  accordance with the provisions of the instruments  evidencing
such  options.  In no event shall the Plan terminate  later  than
nine  years  and  eleven (11) months after the inception  of  the
Plan.

   10.   Regulatory Approvals.

    The  implementation of the Plan, the granting of  any  option
under  the  Plan,  and  the issuance of  Common  Stock  upon  the
exercise or surrender of any such option, shall be subject to the
procurement by the Company of all approvals and permits  required
by  regulatory authorities having jurisdiction over the Plan, the
options  granted  under  the Plan and  the  Common  Stock  issued
pursuant to the Plan.

   11.   Requests for Information.

    For  additional  information  about  the  Plan  or  the  Plan
Administrator,  please  direct all such  requests  to  the  Chief
Financial   Officer  of  Boatracs,  Inc.,  6440  Lusk  Boulevard,
Suite D201, San Diego, CA 92121, telephone number (619) 587-1981.

   12.   Financial Reports.

    The  Company  shall deliver financial and  other  information
regarding  the Company, on an annual or other periodic basis,  to
each individual holding an outstanding option under the Plan,  to
the  extent  the Company is required to provide such  information
pursuant to Section 260.140.46 (or any successor thereto) of  the
Rules of the California Corporations Commissioner.

   13.   Successors in Interest.

    The  Company shall not assign or delegate to any other person
this  Plan or any rights or obligations under this Plan.  Subject
to  any  restriction on transferability contained in  this  Plan,
this Plan shall be binding upon and shall inure to the benefit of
the  successors-in-interest and assigns of  each  party  to  this
Plan.    Nothing  in  this  Paragraph  shall  create  any  rights
enforceable  by any person not a party to this Plan,  except  for
the  rights  of  the successors-in-interest and assigns  of  each
party  to this Plan, unless such rights are expressly granted  in
this Plan to other specifically identified persons.

   14.   Governing Law.

    This Plan shall be construed in accordance with, and governed
by, the laws of the State of California.

   15.   Attorney's Fees.

    In the event any litigation, arbitration, mediation, or other
proceeding ("Proceeding") is initiated by any party(ies)  against
any  other  party(ies) to enforce, interpret or otherwise  obtain
judicial  or quasi-judicial relief in connection with  this  Plan
the prevailing party(ies) in such Proceeding shall be entitled to
recover from the unsuccessful party(ies) all costs, expenses, and
actual  attorney's and expert witness fees relating to or arising
out  of  (a)  such  Proceeding (whether or  not  such  Proceeding
proceeds  to  judgment), and (b) any post-judgment or  post-award
proceeding  including  without  limitation  one  to  enforce  any
judgment  or award resulting from any such Proceeding.  Any  such
judgment  or  award  shall contain a specific provision  for  the
recovery  of all such subsequently incurred costs, expenses,  and
actual attorney's and expert witness fees.

   16.   Prior Understandings.

    This  Plan contains the entire agreement between the  parties
with respect to the subject matter of the Plan, is intended as  a
final  expression with respect to such terms as are  included  in
the   Plan,   and   supersedes  all  negotiations,  stipulations,
understandings,  agreements, representations and  warranties,  if
any,  with  respect  to  such subject matter,  which  precede  or
accompany the execution of the Plan.

   17.   Arbitration.

    All disputes pertaining to this Plan shall be resolved by the
American  Arbitration Association pursuant to its  rules  in  San
Diego, California.

   18.   Option Non-Transferable; Exceptions

    This  option shall be neither transferable nor assignable  by
Optionee  other  than  by  will or by the  laws  of  descent  and
distribution  and  may be exercised, during Optionee's  lifetime,
only by Optionee.










Exhibit 5.0









March 7, 1996


Boatracs, Inc.
6440 Lusk Boulevard
Suite D201
San Diego, California  92121

RE:  Registration Statement on Form S-8

Ladies and Gentlemen:

We  are  delivering this opinion and consent to you in connection
with  the  proposed issuance of up to 1,000,000 shares of  common
stock,  no par value (the "Plan Shares"), of Boatracs, Inc.  (the
"Company"),  to  be issued pursuant to the Company's  1996  Stock
Option Plan (the "Plan") and to be registered with the Securities
and   Exchange   Commission  on  Form  S-8   (the   "Registration
Statement").

We  have examined such documents and have reviewed such questions
of  law  as we have considered necessary and appropriate for  the
purposes of this opinion and, based thereon, we advise you  that,
in  our opinion, the Plan Shares have been duly authorized by the
Company  and, when paid for and delivered in accordance with  the
terms of the Plan and the terms of the agreements evidencing  the
grants  of  the options, will be validly issued, fully  paid  and
nonassessable.

We  hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement.

Very truly yours,



Norman L. Smith
SOLOMON WARD SEIDENWURM & SMITH

NLS/kap
SS:61251.1:07222.059





Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Boatracs, Inc. on Form S-8 of our report dated
January 16, 1995 (March 13, 1996 as to Note 10), appearing in the
Prospectus, which is part of this Registration Statement, and to
the reference to us under the heading "Experts" in such
Prospectus.




San Diego, California
March 13, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46848}]
{"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": "333-01817", "film-number": "96536430"}, "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"}}
SS:60937.2:07222.059
                                                                 
SS:60937.2:07222.059
As filed with the Securities and Exchange Commission on March 18,
1996
Registration No. 33-

               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
of Incorporation or Organization)           (I.R.S. Employer
Identification Number)

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

              Boatracs, Inc. 1995 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   Amount of
Securities to be              Amount to be  Offering Price
Offering Price                Registration
Registered    Registered      Per Share (1) (1)         Fee (1)

Common Stock, 1,000,000       $1.00         $1,000,000  $344.83
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 March 11, 1996.

                             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 Quarters ended March 31, June
              30, and September 31, 1995.

              (b)                             The Form S-1, SEC
              File Number 33-98810, filed with the Commission on
              October 31, 1995.

              (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, willful 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 March 18. 1996.

                   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
Michael Silverman

Chairman of the Board, Chief Executive Officer

                                        March 18, 1996
     
     
 /S/ ANNETTE    FRISKOPP
Annette Friskopp
Chief Operating Officer, Director
                                        March 18, 1996
     
     
/S/ DALE FISHER
Dale Fisher
Chief Financial Officer (Principal Financial Officer &
Accounting Officer)
                                        March 18, 1996
     
     
/S/ NORMAN KANE
Norman Kane
Director
                                        March 18, 1996
     
     
/S/ LUIS MAIZEL
Luis Maizel
Director
                                        March 18, 1996
     
     

     
                          EXHIBIT INDEX
     
     
     Item
     
     4.1      Boatracs, Inc. 1996 Stock Option Plan

         4.2  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)

        4.3   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)

        5.0   Opinion of Solomon Ward Seidenwurm & Smith

        23.1  Consent of Deloitte & Touche

        23.2  Consent of Solomon Ward Seidenwurm & Smith (see
              Exhibit 5.0)
EXHIBIT 4.1
                              This Document Constitutes Part of a
                              Prospectus Covering Securities That
                              Have Been Registered under The
                              Securities Act of 1933.

                              Dated: March 18, 1996

                         BOATRACS, INC.
                     1996 STOCK OPTION PLAN

   1. Purposes of the Plan.

    The  Boatracs,  Inc. 1996 Stock Option Plan (the  "Plan")  is
intended to promote the interests of Boatracs, Inc., a California
corporation  (the  "Company"),  by  providing  a  method  whereby
(i)  employees  of  the  Company (or  its  parent  or  subsidiary
corporations)   responsible  for  the  management,   growth   and
financial  success  of the Company (or its parent  or  subsidiary
corporations),  and  (ii)  non-employees  who  provide   valuable
services   to   the   Company  (or  its  parent   or   subsidiary
corporations),  as determined by the Plan Administrator,  may  be
offered  incentives  and  rewards which will  encourage  them  to
acquire  a  proprietary  interest, or  otherwise  increase  their
proprietary  interest,  in the Company  and  continue  to  render
services   to   the   Company  (or  its  parent   or   subsidiary
corporations).

   2. Administration of the Plan.

      (a)   The Plan shall be administered by the Company's Board
of Directors ("Board") or, to the extent provided by the Board, a
committee  ("Committee")  appointed by  the  Board,  which  shall
consist of not less than two disinterested persons (as such  term
is  defined  in  Rule  16b-3, or any successor  rule,  under  the
Securities Exchange Act of 1934), who shall serve at the pleasure
of  the Board; provided, however, that if there are not at  least
two  directors who are disinterested persons and willing to serve
on  the  Committee, the Plan shall be administered by the  Board.
For  purposes  of  the Plan, the term "Plan Administrator"  shall
mean the Board, or if the Board delegates responsibility for  any
matter to the Committee, the Committee.

       (b)    Subject  to the provisions of the  Plan,  the  Plan
Administrator shall have full power and authority to  select  the
Optionees  (as  defined in Section 3) to be granted  the  options
under  the Plan, and to determine (i) whether each granted option
is  to  be  an incentive stock option ("Incentive Stock  Option")
which  satisfies the requirements of Section 422 of the  Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code") or
a   non-statutory  Stock  Option  not  intended  to   meet   such
requirements,  (ii) the number of shares to be  subject  to  such
option; (iii) the exercise prices of such shares, (iv) the  terms
of  exercise, (v) the expiration dates and (vi) all  other  terms
and conditions upon which such option may be exercised.  The Plan
Administrator shall have the full power and authority (subject to
the   provisions  of  the  Plan)  to  establish  such  rules  and
regulations   as   it  may  deem  appropriate  for   the   proper
administration of the Plan and to make such determinations under,
and  issue  such interpretations of, the Plan and any outstanding
option  as it may deem necessary or advisable.  Decisions of  the
Plan Administrator shall be final and binding on all parties  who
have  an  interest  in  the Plan or any outstanding  option.   No
person acting under this subsection shall be held liable for  any
action  or determination made in good faith with respect  to  the
Plan or any option granted under the Plan.

       (c)    The Company shall indemnify and hold harmless  each
Committee member and each director of the Company, and the estate
and  heirs  of  such  Committee member or director,  against  all
claims,  liabilities,  expenses,  penalties,  damages  or   other
pecuniary  losses,  including legal fees,  which  such  Committee
member  or director, his or her estate or heirs may suffer  as  a
result  of his or her responsibilities, obligations or duties  in
connection with the Plan, to the extent that insurance,  if  any,
does not cover the payment of such items.

   3. Eligibility for Option Grants.

    The persons eligible to receive option grants pursuant to the
Plan ("Optionees") are as follows:

      (i)   employees of the Company (or its parent or subsidiary
   corporations)  who  render services which  contribute  to  the
   success   and  growth  of  the  Company  (or  its  parent   or
   subsidiary   corporations)  or   which   may   reasonably   be
   anticipated to contribute to the future success and growth  of
   the Company (or its parent or subsidiary corporations); and

      (ii)   non-employees who provide valuable services  to  the
   Company (or its parent or subsidiary corporations).

   4. Stock Subject to the Plan.

       (a)   The stock issuable under the Plan shall be shares of
the  Company's authorized but unissued or reacquired common stock
(the  "Common Stock").  The aggregate number of shares which  may
be  issued  under the Plan shall not exceed 1,000,000  shares  of
Common Stock.  The total number of shares issuable under the Plan
shall  be  subject to adjustment from time to time in  accordance
with the provisions of this Section 4.

      (b)   Should an option be terminated for any reason without
being  exercised or surrendered in whole or in part,  the  shares
subject  to  the  portion  of  the option  not  so  exercised  or
surrendered shall be available for subsequent option grants under
the Plan.

       (c)    In the event that the outstanding shares of  Common
Stock  issuable  under  the  Plan as a  class  are  increased  or
decreased, or changed into or exchanged for a different number or
kind  of  shares  or  securities, as a result  of  any  Corporate
Transactions  (as  defined in Section  7),  stock  splits,  stock
dividends, or the like affecting the outstanding Common Stock  as
a  class,  then  appropriate adjustments shall  be  made  to  the
aggregate  number of shares issuable under the Plan  and  to  the
number  of shares and price per share of the Common Stock subject
to  each outstanding option, in order to prevent the dilution  or
enlargement of benefits under such outstanding options.

   5. Terms and Conditions of Options.

    Options  granted pursuant to the Plan shall be authorized  by
action   of  the  Plan  Administrator  and  may,  at   the   Plan
Administrator's discretion, be either Incentive Stock Options  or
non-statutory  Stock Options.  Individuals who are not  employees
of  the Company or its parent or subsidiary corporations may only
be  granted  non-statutory Stock Options.   Each  granted  option
shall  be evidenced by one or more written instruments in a  form
approved by the Plan Administrator; provided, however, that  each
such  instrument shall comply with and incorporate the terms  and
conditions specified in this Section 5.

      (a)   Option Price.

          (1)    The option price per share (the "Option Price"),
(a)  with  respect  to  a non-qualified Stock  Option,  shall  be
between eighty-five percent (85%) and one hundred percent  (100%)
of  the fair market value of a share of Common Stock on the  date
of  the  option grant, as determined by the Company on a case  by
case  basis  and (b) with respect to an Incentive  Stock  Option,
shall be one hundred percent (100%) of the fair market value of a
share of Common Stock on the date of the option grant.

          (2)    10% Shareholder.  If any Optionee under the Plan
is on the date of grant of an Incentive Stock Option the owner of
stock (as determined under Section 424(d) of the Internal Revenue
Code)  possessing 10% or more of the total combined voting  power
of  all  classes of stock of the Company or any one of its parent
or subsidiary corporations (a "10% Shareholder"), then the option
price  per  share acquired pursuant to exercise of  an  Incentive
Stock  Option shall not be less than one hundred and ten  percent
(110%) of the fair market value of a share of Common Stock on the
date of the option grant.

          (3)     The  option price shall become immediately  due
upon  exercise of the option and shall, subject to the provisions
of  the instrument evidencing the grant, be payable in one of the
alternative forms specified below:

             (i)            full   payment  in   cash   or   cash
   equivalents; or

            (ii)    full payment in shares of Common Stock having
   a  fair  market value on the Exercise Date (as defined  below)
   in an amount equal to the option price; or

            (iii)  a combination of shares of Common Stock valued
   at  fair  market value on the Exercise Date and cash  or  cash
   equivalents, equal in the aggregate to the option price; or

            (iv)    any other form of consideration as  the  Plan
   Administrator may approve.

    For purposes of this Section 5(a)(3), the Exercise Date shall
be  the first date on which the Company shall have received  both
written notice of the exercise of the option and payment  of  the
option price for the purchased shares of Common Stock.

          (4)    For  all valuation purposes under the Plan,  the
fair  market value of a share of Common Stock shall be determined
in accordance with the following provisions:

            (i)     If the Common Stock is not at the time listed
   or  admitted to trading on any stock exchange but is traded in
   the  over-the-counter market, the fair market value  shall  be
   the  mean between the highest bid and lowest asked prices (or,
   if  such information is available, the closing selling  price)
   of  one  share of Common Stock in the over-the-counter market,
   as  such  prices  are reported by the National Association  of
   Securities Dealers through its NASDAQ system or any  successor
   system,  on the date of the option grant or Exercise Date,  as
   the  case  may  be.  If there are no reported  bid  and  asked
   prices (or closing selling price) for the Common Stock on  the
   date  in question, then the mean between the highest bid price
   and  lowest asked price (or the closing selling price) on  the
   last  preceding date for which such quotations exist shall  be
   determinative of fair market value.

            (ii)    If the Common Stock is at the time listed  or
   admitted  to  trading  on any stock exchange,  then  the  fair
   market  value shall be the closing selling price of one  share
   of  Common Stock on the date in question on the stock exchange
   determined by the Plan Administrator to be the primary  market
   for  the  Common Stock, as such price is officially quoted  in
   the  composite  tape  of transactions on  such  exchange.   If
   there is no reported sale of Common Stock on such exchange  on
   the  date in question, then the fair market value shall be the
   closing  selling price on the exchange on the  last  preceding
   date for which such quotation exists.

            (iii)   If  the Common Stock at the time  is  neither
   listed  nor  admitted  to trading on any  stock  exchange  nor
   traded  in  the over-the-counter market, then the fair  market
   value  shall  be  determined by the Plan  Administrator  after
   taking  into  account such factors as the  Plan  Administrator
   shall  deem  appropriate, including one  or  more  independent
   professional appraisals.

       (b)    Option  Period.   The term  of  each  option  shall
commence  on the date of grant of the option and shall  be  seven
years, except that if an Incentive Stock Option is granted to  an
Optionee who, immediately before the grant of the Incentive Stock
Option,  owns stock representing more than ten percent  (10%)  of
the  total combined voting power of all classes of stock  of  the
Company  or  its parent or subsidiary corporations, the  exercise
period  specified in the option agreement for which the Incentive
Stock  Option thereunder is granted, shall not exceed five  years
from the date of grant.  Subject to other provisions of the Plan,
(a)  each Incentive Stock Option shall be exercisable during  its
term  as  to  twenty percent (20%) of the Incentive Stock  Option
shares  during  the  twelve (12) months beginning  on  the  first
anniversary  of  the  date  of grant, and  twenty  percent  (20%)
thereafter  during  each of the four (4) next  successive  twelve
(12) month periods, and (b) each non-qualified Stock Option shall
be  exercisable  over  a five year term,  as  determined  by  the
Company on a case by case basis, provided, however, that each non-
qualified Stock Option shall be exercisable at a rate of at least
twenty  percent (20%) per year over five (5) years from the  date
the  non-qualified Stock Option is granted.  Additionally, if  an
Optionee  shall  not in any period purchase  all  of  the  option
shares which the Optionee is entitled to purchase in such period,
then  the  Optionee may purchase all or any part of  such  shares
subject  to  this  Agreement at any time after the  end  of  such
period and prior to the expiration of the option.

      (c)   Effect of Termination.

          (1)    Subject  to the other provisions  of  the  Plan,
should  an Optionee cease to be a service provider to the Company
("Service  Provider"), or employee or director,  for  any  reason
(including   death  or  permanent  disability   as   defined   in
Section 105(d)(4) of the Internal Revenue Code), then any  option
or   options  granted  under  the  Plan  to  such  Optionee   and
outstanding on the Cessation Date (as defined below) shall remain
exercisable  for a period not to exceed six (6) months  from  the
date of such cessation of Service Provider, employee or director,
status (the "Cessation Date"), the specific amount of time to  be
determined at the time of granting the option; provided, however,
that  under  no  circumstances shall such options be  exercisable
after  the  expiration date of the option term specified  in  the
instrument  evidencing  the  option grant.   Notwithstanding  the
foregoing,  such shorter period of exercisability  following  the
Cessation  Date,  as determined by the Company  at  the  time  of
original  grant,  shall  in  no event  be  less  than:   (i)  six
(6) months in the event that employment termination is due to the
death or disability of the Optionee and (ii) thirty (30) days  in
the event that employment termination is due to any other reason.
Each  such  option  shall, during such six (6) month  or  shorter
period, be exercisable to the extent of the number of shares  (if
any)  for  which the option is exercisable on the Cessation  Date
(the  "Vested  Shares"), and to the extent that on the  Cessation
Date  the number of shares (if any) for which the option  is  not
exercisable  will become exercisable within the  following  year,
the  Optionee  may exercise the option for a percentage  of  such
shares  based on the following fraction: the numerator  shall  be
the number of days from the last anniversary date of the grant of
the option to the Cessation Date and the denominator shall be the
number of days from the last anniversary date of the grant of the
option  to the next anniversary date of the grant of the  option.
Upon  the  expiration of such six (6) month or shorter period  or
(if  earlier) upon the expiration of the option term, the  option
shall terminate and cease to be exercisable.

          (2)    Notwithstanding subparagraph (c)(1)  above,  the
Plan  Administrator  shall have complete discretion,  exercisable
either at the time the option is granted or at the Cessation Date
to  provide  that options held by such Optionee may be  exercised
not  only with respect to Vested Shares as of the Cessation Date,
but  also with respect to one or more subsequent installments  of
shares   for  which  the  option  would  otherwise  have   become
exercisable  had  such cessation of Service Provider  status  not
occurred.

          (3)    For purposes of the Plan, the Optionee shall  be
deemed to be a Service Provider of the Company for so long as the
Optionee renders periodic services to the Company or one or  more
of its parent or subsidiary corporations.

       (d)    No Employment or Service Contract.  Nothing in  the
Plan shall confer upon the Optionee any right to continue in  the
service  of  the Company (or any parent or subsidiary corporation
of  the  Company  employing or retaining the Optionee)   for  any
period  of  specific  duration  or interfere  with  or  otherwise
restrict  in any way the rights of the Company (or any parent  or
subsidiary  corporation  of the Company  employing  or  retaining
Optionee)  or  the  Optionee, to terminate the  service  provider
status  of  Optionee  at any time for any  reason  or  no  reason
whatsoever, with or without cause.

       (e)   Stockholder Rights.  An Optionee shall have none  of
the rights of a stockholder with respect to any shares covered by
the  option  until such individual shall have duly exercised  the
option and paid the option price.

        (f)     Forfeiture   of   Right   to   Exercise   Option.
Notwithstanding  anything  to  the  contrary  in  the  Plan,  the
exercise  of any Stock Option by an Optionee shall be subject  to
satisfaction of the following conditions precedent, as determined
in good faith by the Committee whose determination shall be final
and  binding: (a) such Optionee not be guilty of theft,  larceny,
embezzlement,  fraud, any acts of dishonesty,  illegality,  moral
turpitude  or  gross mismanagement, (b) such Optionee  shall  not
have  breached  any  confidentiality  or  similar  provision   of
Optionee's  business relationship with the Company  or  otherwise
have  made  any  disclosure  of  the  Company's  customer  lists,
proprietary    information,   design   information,   performance
standards, and any other confidential and proprietary information
of  the  Company  or  licensed to the Company, including  without
limitation,    trade    secrets   and    copyrighted    materials
("Confidential  Material"), (c) such Optionee shall  not,  within
six   (6)   months  after  termination  of  Optionee's   business
relationship  with  the  Company,  undertake  any  employment  or
activity  competitive with the Company's business, if the  duties
or  work  of,  in connection with or related to such  competitive
employment or activity, would or may cause the Optionee to reveal
or use any Confidential Material.

   6. Exercise of Options.

      (a)   Each Option may be exercised in whole or in part (but
not  as  to fractional shares) by delivering it for surrender  or
endorsement to the Company, attention of the Corporate Secretary,
at  the Company's principal office, together with payment of  the
Exercise  Price and an executed Notice and Agreement of  Exercise
in the form prescribed by the Company.

       (b)    Exercise  of  each Option is conditioned  upon  the
agreement  of  the Optionee to the terms and conditions  of  this
Plan  and of such Option as evidenced by the Optionee's execution
and  delivery of a Notice and Agreement of Exercise in a form  to
be  determined by the Committee in its discretion.   Such  Notice
and  Agreement of Exercise shall set forth the agreement  of  the
Optionee  that:  (a) no Option Shares will be sold  or  otherwise
distributed  in  violation of the Securities  Act  of  1933  (the
"Securities  Act")  or  any  other applicable  federal  or  state
securities  laws,  (b)  each  Option  Share  certificate  may  be
imprinted  with  legends  reflecting any applicable  federal  and
state securities law restrictions and conditions, (c) the Company
may  comply with said securities law restrictions and issue "stop
transfer"  instructions  to  its  Transfer  Agent  and  Registrar
without liability, (d) each Optionee will timely file all reports
required  under  federal securities laws, and (e)  each  Optionee
will  report all sales of Option Shares to the Company in writing
on a form prescribed by the Company.

       (c)   No Option shall be exercisable unless and until  any
applicable registration or qualification requirements of  federal
and state securities laws, and all other legal requirements, have
been  fully  complied  with.   The Company  will  use  reasonable
efforts to maintain the effectiveness of a Registration Statement
under  the Securities Act for the issuance of Options and  shares
acquired  thereunder,  but  there  may  be  times  when  no  such
Registration Statement will be currently effective.  The exercise
of  Options may be temporarily suspended without liability to the
Company  during  times  when  no such Registration  Statement  is
currently  effective,  or during times when,  in  the  reasonable
opinion  of  the  Committee,  such  suspension  is  necessary  to
preclude  violation  of any requirements  of  applicable  law  or
regulatory bodies having jurisdiction over the Company.   If  any
Option  would expire for any reason except the end  of  its  term
during such a suspension, then if exercise of such Option is duly
tendered  before its expiration, such Option shall be exercisable
and exercised (unless the attempted exercise is withdrawn) as  of
the  first  day  after the end of such suspension.   The  Company
shall  have  no  obligation  to file any  Registration  Statement
covering resales of Option Shares.
       (d)   Withholding Taxes.  The Company shall have the right
at  the  time  of exercise of any Stock Option to  make  adequate
provision  for any federal, state, local, or foreign taxes  which
it  believes  are or may be required by law to be  withheld  with
respect to such exercise.

       (e)    Dollar Limitation.  The aggregate fair market value
(determined as of the respective date or dates of grant)  of  the
Common  Stock  for  which  one or more  options  granted  to  any
Employee under the Plan (or any other option plan of the  Company
or  its parent or subsidiary corporations) may for the first time
become  exercisable  as Incentive Stock Options  during  any  one
calendar  year  shall not exceed the sum of One Hundred  Thousand
Dollars  ($100,000).   In  the event  that  Section  422  of  the
Internal  Revenue  Code is amended to alter  the  limitation  set
forth  therein  so that following such amendment such  limitation
shall  differ from the $100,000 limitation set forth  above,  the
dollar  limitation  of this Section 6(e) shall  be  automatically
adjusted  accordingly.  To the extent the Employee holds  two  or
more such options which become exercisable for the first time  in
the   same  calendar  year,  the  foregoing  limitation  on   the
exercisability  thereof  as  Incentive  Stock  Options  shall  be
applied  on  the  basis of the order in which  such  options  are
granted,  and  any  Incentive  Stock  Options  subject   to   the
limitations  of  this  Section 6(e)  shall  be  treated  as  non-
qualified  Stock  Options  subject to the  applicable  terms  and
conditions of the Plan.

   7. Corporate Transactions.

       (a)   In the event of any of the following transactions (a
"Corporate Transaction"):

          (i)   a merger or consolidation in which the Company is
not  the surviving entity, except for a transaction the principal
purpose  of  which  is  to  change the  State  of  the  Company's
incorporation,

          (ii)  the sale, transfer or other disposition of all or
substantially all of the assets of the Company, or

          (iii)  any reverse merger in which the Company  is  the
surviving entity but in which fifty percent (50%) or more of  the
Company's  outstanding  voting stock is  transferred  to  holders
different from those who held the stock immediately prior to such
merger,

then  each outstanding option which is not to be assumed  by  the
successor corporation or parent thereof (or to be replaced with a
comparable option to purchase shares of the capital stock of such
successor corporation or parent thereof) automatically  shall  be
accelerated  so that each such option, immediately prior  to  the
specified  effective date for such Corporate  Transaction,  shall
become  fully  exercisable with respect to the  total  number  of
shares  of Common Stock purchasable under such option.  Any  such
accelerated options not exercised as of the consummation  of  the
Corporate   Transaction  shall  terminate   and   cease   to   be
exercisable,  unless  assumed  by the  successor  corporation  or
parent  thereof (or replaced with a comparable option to purchase
shares  of  the  capital stock of such successor  corporation  or
parent thereof).

       (b)    In  connection with any Corporate Transaction,  the
exercisability of any accelerated options under the  Plan  as  an
Incentive  Stock  Option shall remain subject to  the  applicable
dollar limitation of Section 6(e).

      (c)   The Plan Administrator shall have the right and power
at  any  time  to  waive  in  whole or  in  part,  absolutely  or
conditionally,  any  right  of  the  Company  contained  in   any
instrument  or  option agreement evidencing any  options  granted
under the Plan.

       (d)   The grant of options under the Plan shall in no  way
affect the right of the Company to adjust, reclassify, reorganize
or  otherwise  change  its capital or business  structure  or  to
merge,  consolidate, dissolve, liquidate or sell or transfer  all
or any part of its business or assets.

   8. Amendment of the Plan.

    (a)    The Board shall have complete and exclusive power  and
authority  to  amend or modify the Plan in any  or  all  respects
whatsoever;   provided,  however,  that  no  such  amendment   or
modification shall, without the consent of the holders, adversely
affect rights and obligations with respect to options at the time
outstanding under the Plan; and provided further, that the  Board
shall  not,  without  the  approval of the  stockholders  of  the
Company (i) increase the maximum number of shares issuable  under
the  Plan, except for permissible adjustments under Section 4(c),
(ii) materially modify the eligibility requirements for the grant
of  options under the Plan or (iii) otherwise materially increase
the benefits accruing to participants under the Plan.

    (b)     The  provisions of this Plan pertaining to  Incentive
Stock Options are intended to comply with all requirements of the
Internal  Revenue  Code  pertaining  to  qualification  of   such
incentive  stock  options as Incentive Stock  Options  under  the
Internal Revenue Code and all provisions of the Plan with respect
thereto shall be construed in a manner consistent therewith.

   9. Effective Date and Term of Plan.

       (a)   The Plan shall become effective when adopted by  the
Board,  but  no  option  granted  under  the  Plan  shall  become
exercisable unless and until the Plan shall have been approved by
the shareholders of the Company.  If such shareholder approval is
not  obtained  within twelve (12) months after the  date  of  the
Board's adoption of the Plan, then all options previously granted
under  the Plan shall terminate and no further options  shall  be
granted.  Subject to such limitation, the Plan Administrator  may
grant options under the Plan at any time after the Plan effective
date  and  before  the date fixed herein for termination  of  the
Plan.

       (b)    Unless  sooner  terminated in accordance  with  the
provisions  hereof, the Plan shall terminate upon  the  later  of
(i) the expiration of the eight (8) year period measured from the
date  of  the  Board's adoption of the Plan or (ii) the  date  on
which all shares available for issuance under the Plan shall have
been issued or canceled pursuant to the exercise or surrender  of
options  granted under the Plan.  If the date of  termination  is
determined  under clause (i) above, then options  outstanding  on
such date shall thereafter continue to have full force and effect
in  accordance with the provisions of the instruments  evidencing
such  options.  In no event shall the Plan terminate  later  than
nine  years  and  eleven (11) months after the inception  of  the
Plan.

   10.   Regulatory Approvals.

    The  implementation of the Plan, the granting of  any  option
under  the  Plan,  and  the issuance of  Common  Stock  upon  the
exercise or surrender of any such option, shall be subject to the
procurement by the Company of all approvals and permits  required
by  regulatory authorities having jurisdiction over the Plan, the
options  granted  under  the Plan and  the  Common  Stock  issued
pursuant to the Plan.

   11.   Requests for Information.

    For  additional  information  about  the  Plan  or  the  Plan
Administrator,  please  direct all such  requests  to  the  Chief
Financial   Officer  of  Boatracs,  Inc.,  6440  Lusk  Boulevard,
Suite D201, San Diego, CA 92121, telephone number (619) 587-1981.

   12.   Financial Reports.

    The  Company  shall deliver financial and  other  information
regarding  the Company, on an annual or other periodic basis,  to
each individual holding an outstanding option under the Plan,  to
the  extent  the Company is required to provide such  information
pursuant to Section 260.140.46 (or any successor thereto) of  the
Rules of the California Corporations Commissioner.

   13.   Successors in Interest.

    The  Company shall not assign or delegate to any other person
this  Plan or any rights or obligations under this Plan.  Subject
to  any  restriction on transferability contained in  this  Plan,
this Plan shall be binding upon and shall inure to the benefit of
the  successors-in-interest and assigns of  each  party  to  this
Plan.    Nothing  in  this  Paragraph  shall  create  any  rights
enforceable  by any person not a party to this Plan,  except  for
the  rights  of  the successors-in-interest and assigns  of  each
party  to this Plan, unless such rights are expressly granted  in
this Plan to other specifically identified persons.

   14.   Governing Law.

    This Plan shall be construed in accordance with, and governed
by, the laws of the State of California.

   15.   Attorney's Fees.

    In the event any litigation, arbitration, mediation, or other
proceeding ("Proceeding") is initiated by any party(ies)  against
any  other  party(ies) to enforce, interpret or otherwise  obtain
judicial  or quasi-judicial relief in connection with  this  Plan
the prevailing party(ies) in such Proceeding shall be entitled to
recover from the unsuccessful party(ies) all costs, expenses, and
actual  attorney's and expert witness fees relating to or arising
out  of  (a)  such  Proceeding (whether or  not  such  Proceeding
proceeds  to  judgment), and (b) any post-judgment or  post-award
proceeding  including  without  limitation  one  to  enforce  any
judgment  or award resulting from any such Proceeding.  Any  such
judgment  or  award  shall contain a specific provision  for  the
recovery  of all such subsequently incurred costs, expenses,  and
actual attorney's and expert witness fees.

   16.   Prior Understandings.

    This  Plan contains the entire agreement between the  parties
with respect to the subject matter of the Plan, is intended as  a
final  expression with respect to such terms as are  included  in
the   Plan,   and   supersedes  all  negotiations,  stipulations,
understandings,  agreements, representations and  warranties,  if
any,  with  respect  to  such subject matter,  which  precede  or
accompany the execution of the Plan.

   17.   Arbitration.

    All disputes pertaining to this Plan shall be resolved by the
American  Arbitration Association pursuant to its  rules  in  San
Diego, California.

   18.   Option Non-Transferable; Exceptions

    This  option shall be neither transferable nor assignable  by
Optionee  other  than  by  will or by the  laws  of  descent  and
distribution  and  may be exercised, during Optionee's  lifetime,
only by Optionee.

Exhibit 5.0

March 7, 1996

Boatracs, Inc.
6440 Lusk Boulevard
Suite D201
San Diego, California  92121

RE:  Registration Statement on Form S-8

Ladies and Gentlemen:

We  are  delivering this opinion and consent to you in connection
with  the  proposed issuance of up to 1,000,000 shares of  common
stock,  no par value (the "Plan Shares"), of Boatracs, Inc.  (the
"Company"),  to  be issued pursuant to the Company's  1996  Stock
Option Plan (the "Plan") and to be registered with the Securities
and   Exchange   Commission  on  Form  S-8   (the   "Registration
Statement").

We  have examined such documents and have reviewed such questions
of  law  as we have considered necessary and appropriate for  the
purposes of this opinion and, based thereon, we advise you  that,
in  our opinion, the Plan Shares have been duly authorized by the
Company  and, when paid for and delivered in accordance with  the
terms of the Plan and the terms of the agreements evidencing  the
grants  of  the options, will be validly issued, fully  paid  and
nonassessable.

We  hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement.

Very truly yours,

Norman L. Smith
SOLOMON WARD SEIDENWURM & SMITH

NLS/kap
SS:61251.1:07222.059

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Boatracs, Inc. on Form S-8 of our report dated
January 16, 1995 (March 13, 1996 as to Note 10), appearing in the
Prospectus, which is part of this Registration Statement, and to
the reference to us under the heading "Experts" in such
Prospectus.

San Diego, California
March 13, 1996