As Filed with the Securities and Exchange Commission on June 15, 1999
  Registration No. 333-______________

                                         SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C. 20549

                                                      FORM S-8
                                          REGISTRATION STATEMENT UNDER THE
                                               SECURITIES ACT OF 1933


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



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


   10675 Sorrento Valley Road, Suite 200,
                San Diego, California                                92121
       (Address of Principal Executive Offices)                  (Zip Code)


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

                         Michael Silverman, Chairman of the Board
                                         Boatracs, Inc.
                            10675 Sorrento Valley Road, Suite 200
                                 San Diego, California 92121
                          (Name and Address of Agent For Service)

                                        619-657-0100
                  (Telephone Number, Including Area Code of Agent For Service)

                          CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- -------
                             Proposed     Proposed
 Title of                    maximum      maximum
securities to                offering     aggregate
be registered  Amount to be  price per    offering              Amount of
               Registered    share (1)    price (1)           registration fee
-------------------------   -----------   -----------       --------------------
Common Stock,
no par      2,000,000 shares  $2.83       $5,660,000             $1,573.48
value
------------------------- ---------------------- ----------------------- -------

(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h) under the Securities Act of 1933. The  calculation
      of the registration fee is based on a price per share of $2.83,  which was
      the  average of the bid and asked  price of the  Common  Stock on June 11,
      1999.



                                                   II-1





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                      REGISTRATION OF ADDITIONAL SECURITIES

This  registration  statement  is filed in  accordance  with the  provisions  of
General  Instruction  E to Form S-8 for the  purpose of  registering  additional
shares of common stock for offer and sale under the  Boatracs,  Inc.  1996 Stock
Option Plan,  for  which  registration  statements  on Form S-8  (File  Nos.
333-01817  and  333-53141)  are already  effective.  Except to the extent of the
exhibits that are filed herewith, the contents of Boatracs,  Inc.'s registration
statement on Form S-8 (File No. 333-01817) are hereby incorporated by reference.

Item 8. Exhibits.

4.1      Amended and Restated  Articles of Incorporation of the Company.
         Incorporated by reference to the Exhibit 3.1 to the Company's
         Current Report on Form 8-K dated January 12, 1995.

4.2      Amended and  Restated  Bylaws.  Incorporated  by reference to Exhibit
         3.2 to the Company's Current Report on Form 8-K dated January 12, 1995.

4.3      Amendment of the Bylaws,  Article III,  Section 2.  Incorporated  by
         reference to Exhibit 3 to the Company's Form 10-QSB filed
         with the SEC on May 14, 1996.

4.4      Boatracs, Inc. 1996 Stock Option Plan (as amended March 24 1997,
         March 20, 1998 and May 11, 1999).

5.1      Opinion of Solomon Ward Seidenwurm & Smith, LLP.

23.1     Independent Auditors' Consent.

23.2     Consent of Solomon Ward Seidenwurm & Smith, LLP (included in
         Exhibit 5.1).






SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Diego, and State of California on June 15, 1999.

                                   BOATRACS, INC.



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

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Michael  Silverman and Jon Gilbert,  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/ JON S. GILBERT              Chief Executive Officer,         June 15, 1999
  Jon S. Gilbert                  President, Director


  /s/ JOHN O'BRYANT               Chief Financial Officer          June 15, 1999
  John O'Bryant

                                                                   June 15, 1999
  /s/ MICHAEL SILVERMAN           Chairman of the Board,
  Michael Silverman               Director


  /s/ THOMAS BERNARD              Director                         June 15, 1999
  Thomas Bernard

  /s/ GILES BATEMAN               Director                         June 15, 1999
  Giles Bateman

  /s/ LUIS MAIZEL                 Director                         June 15, 1999
  Luis Maizel

  /s/ MITCHELL LYNN               Director                         June 15, 1999
  Mitchell Lynn

  /s/ SCOTT T. BODEN              Director                         June 15, 1999
  Scott T. Boden







                                  EXHIBIT INDEX

4.1      Amended and Restated  Articles of Incorporation of the Company.
         Incorporated by reference to the Exhibit 3.1 to the Company's
         Current Report on Form 8-K dated January 12, 1995.

4.2      Amended and  Restated  Bylaws.  Incorporated  by reference to Exhibit
         3.2 to the  Company's  Current  Report on Form 8-K dated
         January 12, 1995.

4.3      Amendment of the Bylaws,  Article III,  Section 2.  Incorporated  by
         reference to Exhibit 3 to the Company's Form 10-QSB filed
         with the SEC on May 14, 1996.

4.4      Boatracs, Inc. 1996 Stock Option Plan (as amended March 24 1997,
         March 20, 1998 and May 11, 1999).

5.1      Opinion of Solomon Ward Seidenwurm & Smith, LLP.

23.1     Independent Auditors' Consent.

23.2 Consent of Solomon Ward Seidenwurm & Smith, LLP (included in Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 7919}]
{"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": "333-80765", "film-number": "99647093"}, "business-address": {"street1": "10675 SORRENTO VALLEY ROAD", "street2": "STE 200", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6196570100"}, "mail-address": {"street1": "10675 SORRENTO VALLEY ROAD", "street2": "STE 200", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}, "former-company": {"former-conformed-name": "FIRST NATIONAL CORP /CA/", "date-changed": "19920703"}}
As Filed with the Securities and Exchange Commission on June 15, 1999
  Registration No. 333-______________

                                         SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C. 20549

                                                      FORM S-8
                                          REGISTRATION STATEMENT UNDER THE
                                               SECURITIES ACT OF 1933

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

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

   10675 Sorrento Valley Road, Suite 200,
                San Diego, California                                92121
       (Address of Principal Executive Offices)                  (Zip Code)

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

                         Michael Silverman, Chairman of the Board
                                         Boatracs, Inc.
                            10675 Sorrento Valley Road, Suite 200
                                 San Diego, California 92121
                          (Name and Address of Agent For Service)

                                        619-657-0100
                  (Telephone Number, Including Area Code of Agent For Service)

                          CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- -------
                             Proposed     Proposed
 Title of                    maximum      maximum
securities to                offering     aggregate
be registered  Amount to be  price per    offering              Amount of
               Registered    share (1)    price (1)           registration fee
-------------------------   -----------   -----------       --------------------
Common Stock,
no par      2,000,000 shares  $2.83       $5,660,000             $1,573.48
value
------------------------- ---------------------- ----------------------- -------

(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h) under the Securities Act of 1933. The  calculation
      of the registration fee is based on a price per share of $2.83,  which was
      the  average of the bid and asked  price of the  Common  Stock on June 11,
      1999.

                                                   II-1

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                      REGISTRATION OF ADDITIONAL SECURITIES

This  registration  statement  is filed in  accordance  with the  provisions  of
General  Instruction  E to Form S-8 for the  purpose of  registering  additional
shares of common stock for offer and sale under the  Boatracs,  Inc.  1996 Stock
Option Plan,  for  which  registration  statements  on Form S-8  (File  Nos.
333-01817  and  333-53141)  are already  effective.  Except to the extent of the
exhibits that are filed herewith, the contents of Boatracs,  Inc.'s registration
statement on Form S-8 (File No. 333-01817) are hereby incorporated by reference.

Item 8. Exhibits.

4.1      Amended and Restated  Articles of Incorporation of the Company.
         Incorporated by reference to the Exhibit 3.1 to the Company's
         Current Report on Form 8-K dated January 12, 1995.

4.2      Amended and  Restated  Bylaws.  Incorporated  by reference to Exhibit
         3.2 to the Company's Current Report on Form 8-K dated January 12, 1995.

4.3      Amendment of the Bylaws,  Article III,  Section 2.  Incorporated  by
         reference to Exhibit 3 to the Company's Form 10-QSB filed
         with the SEC on May 14, 1996.

4.4      Boatracs, Inc. 1996 Stock Option Plan (as amended March 24 1997,
         March 20, 1998 and May 11, 1999).

5.1      Opinion of Solomon Ward Seidenwurm & Smith, LLP.

23.1     Independent Auditors' Consent.

23.2     Consent of Solomon Ward Seidenwurm & Smith, LLP (included in
         Exhibit 5.1).

SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Diego, and State of California on June 15, 1999.

                                   BOATRACS, INC.

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

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Michael  Silverman and Jon Gilbert,  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/ JON S. GILBERT              Chief Executive Officer,         June 15, 1999
  Jon S. Gilbert                  President, Director

  /s/ JOHN O'BRYANT               Chief Financial Officer          June 15, 1999
  John O'Bryant

                                                                   June 15, 1999
  /s/ MICHAEL SILVERMAN           Chairman of the Board,
  Michael Silverman               Director

  /s/ THOMAS BERNARD              Director                         June 15, 1999
  Thomas Bernard

  /s/ GILES BATEMAN               Director                         June 15, 1999
  Giles Bateman

  /s/ LUIS MAIZEL                 Director                         June 15, 1999
  Luis Maizel

  /s/ MITCHELL LYNN               Director                         June 15, 1999
  Mitchell Lynn

  /s/ SCOTT T. BODEN              Director                         June 15, 1999
  Scott T. Boden

                                  EXHIBIT INDEX

4.1      Amended and Restated  Articles of Incorporation of the Company.
         Incorporated by reference to the Exhibit 3.1 to the Company's
         Current Report on Form 8-K dated January 12, 1995.

4.2      Amended and  Restated  Bylaws.  Incorporated  by reference to Exhibit
         3.2 to the  Company's  Current  Report on Form 8-K dated
         January 12, 1995.

4.3      Amendment of the Bylaws,  Article III,  Section 2.  Incorporated  by
         reference to Exhibit 3 to the Company's Form 10-QSB filed
         with the SEC on May 14, 1996.

4.4      Boatracs, Inc. 1996 Stock Option Plan (as amended March 24 1997,
         March 20, 1998 and May 11, 1999).

5.1      Opinion of Solomon Ward Seidenwurm & Smith, LLP.

23.1     Independent Auditors' Consent.

23.2 Consent of Solomon Ward Seidenwurm & Smith, LLP (included in Exhibit 5.1).