Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         DATAMARINE INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

            Massachusetts                             04-2947209
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                            c/o SEA Inc. of Delaware
                            7030 - 220th Street S.W.
                      Mountlake Terrace, Washington 98043
          (Address of principal executive offices, including zip code)

                         DATAMARINE INTERNATIONAL, INC.
                1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                               David C. Thompson
                         Datamarine International, Inc.
                            c/o SEA Inc. of Delaware
                            7030 - 220th Street S.W.
                      Mountlake Terrace, Washington 98043
                                 (206) 771-2182
(Name, address and telephone number, including area code, of agent for service)
                              --------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                         Proposed Maximum    Proposed Maximum
  Title of Securities     Number to Be    Offering Price    Aggregate Offering      Amount of
   to Be Registered        Registered      Per Share(1)          Price(1)        Registration Fee
  -------------------     ------------   ----------------   -----------------    ----------------

<S>                         <C>               <C>               <C>                  <C>
Common Stock, par value     48,000(2)         $11.50            $552,000             $190.34
 $0.01 per share

<FN>
<F1>  Estimated  pursuant to Rule 457 of the  Securities  Act of 1933, as amended
      (the  "Securities  Act"),   solely  for  the  purpose  of  calculating  the
      registration  fee.  The price per share is  estimated to be $11.50 based on
      the average of the high  ($11.75)  and low  ($11.25)  sales  prices for the
      Common Stock in the  over-the-counter  market on June 19, 1996, as reported
      on the Nasdaq National Market.

<F2>  Together with an  indeterminate  number of  additional  shares which may be
      necessary to adjust the number of shares reserved for issuance  pursuant to
      the Datamarine  International,  Inc. 1995 Stock Option Plan for Nonemployee
      Directors  as the result of any  future  stock  split,  stock  dividend  or
      similar adjustment of the outstanding Common Stock of the Registrant.
</FN>
</TABLE>


                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  are hereby  incorporated  by  reference  in this
Registration Statement:

          (a) The  Registrant's  annual  report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Securities and Exchange Commission (the
"Commission") on January 16, 1996;

          (b)  The  description  of  the  Registrant's  Common  Stock  which  is
contained in the Registration  Statement on Form 8-A filed by the Company, under
Section 12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  including any amendment or report filed for the purpose of updating such
description; and

          (c) All other  reports  filed by the  Registrant  pursuant  to Section
13(a) or 15(d) of the  Exchange  Act since the fiscal year covered by the annual
report referred to in (a) above.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective  amendment,  which  indicates that the securities  offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 67 of  Chapter  156B of the  General  Laws of the  Commonwealth  of
Massachusetts provides as follows:

     "Section 67.  Indemnification of directors,  officers,  employees and other
agents of a  corporation,  and persons  who serve at its  request as  directors,
officers, employees or other agents of another organization, or who serve at its
request in any  capacity  with  respect to any  employee  benefit  plan,  may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the election of  directors.  Except as the articles of  organization  or
by-laws  otherwise  require,  indemnification  of any persons referred to in the
preceding  sentence who are not directors of the  corporation may be provided by
it to the extent authorized by the directors.  Such  indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding,  upon receipt of any undertaking by the person  indemnified to repay
such payment if he shall be  adjudicated  to be not entitled to  indemnification
under this section which  undertaking may be accepted  without  reference to the
financial ability of such person to make repayment. Any such indemnification may
be  provided  although  the person to be  indemnified  is no longer an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

     No  indemnification  shall be provided  for any person with  respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to any  employee  benefit  plan,  in the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

     The absence of any express  provision for  indemnification  shall not limit
any right of indemnification existing independently of this section.

     A  corporation  shall have the power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

     Article VII of the By-laws of the Company provides as follows:

     "Article VII

     Indemnification of Directors and Others

     Section 1. Definitions

     For purposes of this Article VII:

     (a)  "Director/Officer"  means any person who is serving or has served as a
director,  officer,  employee or other  agent of the  corporation  appointed  or
elected by the Board of Directors or the stockholders of the corporation, or who
is serving  or has  served at the  request  of the  corporation  as a  director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

     (b) "Proceeding" means any action,  suit or proceeding,  civil or criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.

     (c)  "Expense"  means any fine or  penalty,  and any  liability  fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably incurred in connection with a Proceeding.

     Section 2. Right to Indemnification

     Except as limited by law or as provided in Sections 3 and 4 of this Article
VII, each director/officer (and his heirs and personal representatives) shall be
indemnified by the corporation against any Expense incurred by him in connection
with each  Proceeding  in which he is  involved  as a result of his  serving  or
having served as a Director/Officer.

     Section 3. Indemnification Not Available

     No indemnification  shall be provided to a Director/Officer with respect to
a Proceeding as to which it shall have been  adjudicated  that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the corporation.

     Section 4. Compromise or Settlement

     In the event that a Proceeding  is  compromised  or settled so as to impose
any liability or obligation on a  Director/Officer  or upon the corporation,  no
indemnification  shall be provided as to said  Director/Officer  with respect to
such Proceeding if such Director/Officer shall have been adjudicated not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation.

     Section 5. Advances

     The corporation shall pay sums on account of  indemnification in advance of
a final  disposition  of a  Proceeding,  upon receipt of an  undertaking  by the
Director/Officer to repay such sums if it is subsequently established that he is
not  entitled to  indemnification  pursuant  to  Sections 3 and 4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

     Section 6. Not Exclusive

     Nothing  in this  Articles  VII  shall  not  limit  any  lawful  rights  to
indemnification existing independently of this Articles VII.

     Section 7. Insurance

     The  provisions  of this Article VII shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/Officer  against any Expense,  whether or not the corporation would
have the power to indemnify him against such Expense under this Article VII."

                              --------------------

     Directors  and  officers  of the  Company  are  insured  under a policy  of
insurance  against  certain  claims made against them for wrongful acts in their
capacities as directors and officers of the Company.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit
 Number   Description
- -------   -----------

 <C>      <S> 
  4.1     Datamarine International, Inc. 1995 Stock Option Plan for Nonemployee
          Directors

  5.1     Opinion of Perkins Coie  regarding  legality of the Common Stock being
          registered

 23.1     Consent of Coopers & Lybrand L.L.P.

 23.2     Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

 24.1     Power of Attorney (see signature page)
</TABLE>

Item 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1)    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;

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  this  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 this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do 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 (the "1934
Act") that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "Securities 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.

     (3) 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
offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the 1934 Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
this 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.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Securities 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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Mountlake Terrace, State of Washington,  on June 26,
1996.

                                       DATAMARINE INTERNATIONAL, INC.

                                       By /s/ Peter D. Brown
                                       ---------------------------------------
                                       Peter D. Brown
                                       Chairman of the Board, Chief Executive
                                        Officer and President


                               POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Peter D. Brown and David C.  Thompson,  and each of them,  as  attorney-in-fact,
with full  power of  substitution,  to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on June 26, 1996.

<TABLE>
<CAPTION>
          Signature                             Title
          ---------                             -----

<S>                         <S>
/s/ Peter D. Brown          Chairman of the Board,  President,  Chief  Executive
- ------------------------    Officer and a Director (Principal Executive Officer)
    Peter D. Brown


/s/ David C. Thompson       Director (Principal  Financial Officer and Principal
- ------------------------    Accounting Officer)
    David C. Thompson 


/s/ Robert F. Benbow        Director
- ------------------------
    Robert F. Benbow


/s/ Dale N. Hatfield        Director
- ------------------------
    Dale N. Hatfield
</TABLE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

 Exhibit                                                                Sequentially
 Number                         Description                             Numbered Page
 -------                        -----------                             -------------

 <C>       <S>
  4.1      Datamarine  International,  Inc. 1995 Stock Option Plan
           for Nonemployee Directors

  5.1      Opinion  of  Perkins  Coie  regarding  legality  of the
           Common Stock being registered

 23.1      Consent of Coopers & Lybrand L.L.P.

 23.2      Consent of Perkins Coie  (included in opinion  filed as
           Exhibit 5.1)

 24.1      Power of Attorney (see signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 18895}]
{"company-data": {"conformed-name": "DATAMARINE INTERNATIONAL INC", "cik": "0000027075", "assigned-sic": "3812", "irs-number": "042454559", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06927", "film-number": "96586389"}, "business-address": {"street1": "53 PORTSIDE DR", "city": "POCASSET", "state": "MA", "zip": "02559-1900", "phone": "2067712182"}, "mail-address": {"street1": "53 PORTSIDE DR", "city": "POCASSET", "state": "MA", "zip": "02559-1900"}}
Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         DATAMARINE INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

            Massachusetts                             04-2947209
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                            c/o SEA Inc. of Delaware
                            7030 - 220th Street S.W.
                      Mountlake Terrace, Washington 98043
          (Address of principal executive offices, including zip code)

                         DATAMARINE INTERNATIONAL, INC.
                1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                               David C. Thompson
                         Datamarine International, Inc.
                            c/o SEA Inc. of Delaware
                            7030 - 220th Street S.W.
                      Mountlake Terrace, Washington 98043
                                 (206) 771-2182
(Name, address and telephone number, including area code, of agent for service)
                              --------------------

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum
  Title of Securities     Number to Be    Offering Price    Aggregate Offering      Amount of
   to Be Registered        Registered      Per Share(1)          Price(1)        Registration Fee
  -------------------     ------------   ----------------   -----------------    ----------------
Common Stock, par value     48,000(2)         $11.50            $552,000             $190.34
 $0.01 per share
Estimated  pursuant to Rule 457 of the  Securities  Act of 1933, as amended
      (the  "Securities  Act"),   solely  for  the  purpose  of  calculating  the
      registration  fee.  The price per share is  estimated to be $11.50 based on
      the average of the high  ($11.75)  and low  ($11.25)  sales  prices for the
      Common Stock in the  over-the-counter  market on June 19, 1996, as reported
      on the Nasdaq National Market.
Together with an  indeterminate  number of  additional  shares which may be
      necessary to adjust the number of shares reserved for issuance  pursuant to
      the Datamarine  International,  Inc. 1995 Stock Option Plan for Nonemployee
      Directors  as the result of any  future  stock  split,  stock  dividend  or
      similar adjustment of the outstanding Common Stock of the Registrant.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  are hereby  incorporated  by  reference  in this
Registration Statement:

          (a) The  Registrant's  annual  report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Securities and Exchange Commission (the
"Commission") on January 16, 1996;

          (b)  The  description  of  the  Registrant's  Common  Stock  which  is
contained in the Registration  Statement on Form 8-A filed by the Company, under
Section 12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  including any amendment or report filed for the purpose of updating such
description; and

          (c) All other  reports  filed by the  Registrant  pursuant  to Section
13(a) or 15(d) of the  Exchange  Act since the fiscal year covered by the annual
report referred to in (a) above.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective  amendment,  which  indicates that the securities  offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 67 of  Chapter  156B of the  General  Laws of the  Commonwealth  of
Massachusetts provides as follows:

     "Section 67.  Indemnification of directors,  officers,  employees and other
agents of a  corporation,  and persons  who serve at its  request as  directors,
officers, employees or other agents of another organization, or who serve at its
request in any  capacity  with  respect to any  employee  benefit  plan,  may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the election of  directors.  Except as the articles of  organization  or
by-laws  otherwise  require,  indemnification  of any persons referred to in the
preceding  sentence who are not directors of the  corporation may be provided by
it to the extent authorized by the directors.  Such  indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding,  upon receipt of any undertaking by the person  indemnified to repay
such payment if he shall be  adjudicated  to be not entitled to  indemnification
under this section which  undertaking may be accepted  without  reference to the
financial ability of such person to make repayment. Any such indemnification may
be  provided  although  the person to be  indemnified  is no longer an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

     No  indemnification  shall be provided  for any person with  respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to any  employee  benefit  plan,  in the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

     The absence of any express  provision for  indemnification  shall not limit
any right of indemnification existing independently of this section.

     A  corporation  shall have the power to purchase and maintain  insurance on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

     Article VII of the By-laws of the Company provides as follows:

     "Article VII

     Indemnification of Directors and Others

     Section 1. Definitions

     For purposes of this Article VII:

     (a)  "Director/Officer"  means any person who is serving or has served as a
director,  officer,  employee or other  agent of the  corporation  appointed  or
elected by the Board of Directors or the stockholders of the corporation, or who
is serving  or has  served at the  request  of the  corporation  as a  director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

     (b) "Proceeding" means any action,  suit or proceeding,  civil or criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.

     (c)  "Expense"  means any fine or  penalty,  and any  liability  fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably incurred in connection with a Proceeding.

     Section 2. Right to Indemnification

     Except as limited by law or as provided in Sections 3 and 4 of this Article
VII, each director/officer (and his heirs and personal representatives) shall be
indemnified by the corporation against any Expense incurred by him in connection
with each  Proceeding  in which he is  involved  as a result of his  serving  or
having served as a Director/Officer.

     Section 3. Indemnification Not Available

     No indemnification  shall be provided to a Director/Officer with respect to
a Proceeding as to which it shall have been  adjudicated  that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the corporation.

     Section 4. Compromise or Settlement

     In the event that a Proceeding  is  compromised  or settled so as to impose
any liability or obligation on a  Director/Officer  or upon the corporation,  no
indemnification  shall be provided as to said  Director/Officer  with respect to
such Proceeding if such Director/Officer shall have been adjudicated not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation.

     Section 5. Advances

     The corporation shall pay sums on account of  indemnification in advance of
a final  disposition  of a  Proceeding,  upon receipt of an  undertaking  by the
Director/Officer to repay such sums if it is subsequently established that he is
not  entitled to  indemnification  pursuant  to  Sections 3 and 4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

     Section 6. Not Exclusive

     Nothing  in this  Articles  VII  shall  not  limit  any  lawful  rights  to
indemnification existing independently of this Articles VII.

     Section 7. Insurance

     The  provisions  of this Article VII shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/Officer  against any Expense,  whether or not the corporation would
have the power to indemnify him against such Expense under this Article VII."

                              --------------------

     Directors  and  officers  of the  Company  are  insured  under a policy  of
insurance  against  certain  claims made against them for wrongful acts in their
capacities as directors and officers of the Company.

Item 8.  EXHIBITS
Exhibit
 Number   Description
- -------   -----------
4.1     Datamarine International, Inc. 1995 Stock Option Plan for Nonemployee
          Directors

  5.1     Opinion of Perkins Coie  regarding  legality of the Common Stock being
          registered

 23.1     Consent of Coopers & Lybrand L.L.P.

 23.2     Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

 24.1     Power of Attorney (see signature page)
Item 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1)    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;

          (ii) To reflect in the  prospectus  any facts or events  arising after
the  effective  date  of  this  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 this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do 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 (the "1934
Act") that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "Securities 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.

     (3) 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
offering.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the 1934 Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
this 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.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
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 Securities 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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Mountlake Terrace, State of Washington,  on June 26,
1996.

                                       DATAMARINE INTERNATIONAL, INC.

                                       By /s/ Peter D. Brown
                                       ---------------------------------------
                                       Peter D. Brown
                                       Chairman of the Board, Chief Executive
                                        Officer and President

                               POWER OF ATTORNEY

     Each person whose  individual  signature  appears  below hereby  authorizes
Peter D. Brown and David C.  Thompson,  and each of them,  as  attorney-in-fact,
with full  power of  substitution,  to execute in the name and on behalf of such
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement,  including any and all post-effective
amendments.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities indicated on June 26, 1996.
Signature                             Title
          ---------                             -----
/s/ Peter D. Brown          Chairman of the Board,  President,  Chief  Executive
- ------------------------    Officer and a Director (Principal Executive Officer)
    Peter D. Brown

/s/ David C. Thompson       Director (Principal  Financial Officer and Principal
- ------------------------    Accounting Officer)
    David C. Thompson 

/s/ Robert F. Benbow        Director
- ------------------------
    Robert F. Benbow

/s/ Dale N. Hatfield        Director
- ------------------------
    Dale N. Hatfield
INDEX TO EXHIBITS
Exhibit                                                                Sequentially
 Number                         Description                             Numbered Page
 -------                        -----------                             -------------
4.1      Datamarine  International,  Inc. 1995 Stock Option Plan
           for Nonemployee Directors

  5.1      Opinion  of  Perkins  Coie  regarding  legality  of the
           Common Stock being registered

 23.1      Consent of Coopers & Lybrand L.L.P.

 23.2      Consent of Perkins Coie  (included in opinion  filed as
           Exhibit 5.1)

 24.1      Power of Attorney (see signature page)