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                               04-2454559
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)


                            7030 - 220th Street S.W.
                       Mountlake Terrace, Washington 98043
          (Address of principal executive offices, including zip code)


                         DATAMARINE INTERNATIONAL, INC.
                1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)


                                David C. Thompson
                         Datamarine International, Inc.
                            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>

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

<S>                                         <C>               <C>                <C>                 <C>
Common Stock, par value $0.01 per share     21,000(2)         $7.375             $154,875            $46.93

<FN>
--------------------
<F1> (1)   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 $7.375 based on
           the  average of the high  ($7.50)  and low  ($7.25)  sales  prices for the
           Common  Stock on February  19,  1997,  as reported on the Nasdaq  National
           Market System.

<F2> (2)   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. 1992 Stock Option Plan for Non-Employee
           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  28, 1996,  filed with the  Securities  and Exchange  Commission  (the
"Commission") on January 10, 1997;

      (b) 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.

      (c) 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

      (d) 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 hereto which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

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 Registrant's By-laws 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
--------          -----------

 <S>             <C>
  4.1             Datamarine  International,  Inc.  1992 Stock  Option  Plan for
                  Non-Employee Directors

  5.1             Opinion of Davis Wright Tremaine LLP regarding legality of the
                  Common Stock being registered

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

 23.2             Consent of Davis  Wright  Tremaine  LLP  (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.

            (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 "1933  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; and

      (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 1933 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 1933 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 1933 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 1933 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
February 4, 1997.

                                      DATAMARINE INTERNATIONAL, INC.

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


                                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 and on the date indicated.

<TABLE>
<CAPTION>

            Signature                                  Title                               Date
            ---------                                  -----                               ----

<S>                                   <C>                                            <C>
/s/ Peter D. Brown                    Chairman of the Board, President and           February 4, 1997
---------------------------------     Chief Executive Officer and a Director
Peter D. Brown                        (Principal Executive Officer)


/s/ David C. Thompson                 Treasurer, Secretary and a Director            February 4, 1997
---------------------------------     (Principal Financial Officer and
David C. Thompson                     Principal Accounting Officer)


/s/ Robert F. Benbow                  Director                                       February 4, 1997
---------------------------------
Robert F. Benbow


/s/ Dale N. Hatfield                  Director                                       February 4, 1997
---------------------------------
Dale N. Hatfield
</TABLE>



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

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

  <S>           <C>                                                                <C>
   4.1          Datamarine  International,  Inc.  1992 Stock Option Plan            8
                for Non-Employee Directors


   5.1          Opinion of Davis Wright Tremaine LLP regarding  legality           14
                of the Common  Stock being  registered

  23.1          Consent of Coopers & Lybrand L.L.P.                                15


  23.2          Consent  of  Davis  Wright  Tremaine  LLP  (included  in           14
                opinion filed as Exhibit 5.1)


  24.1          Power of Attorney (see signature page)                              6
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 19717}]
{"company-data": {"conformed-name": "DATAMARINE INTERNATIONAL INC", "cik": "0000027075", "assigned-sic": "3663", "irs-number": "042454559", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22179", "film-number": "97541155"}, "business-address": {"street1": "7030 220 TH SW", "city": "MOUNTLAKE TERRACE", "state": "WA", "zip": "98043", "phone": "2067712182"}, "mail-address": {"street1": "53 PORTSIDE DR", "city": "POCASSET", "state": "MA", "zip": "02559-1900"}}
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                               04-2454559
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
         incorporation or organization)

                            7030 - 220th Street S.W.
                       Mountlake Terrace, Washington 98043
          (Address of principal executive offices, including zip code)

                         DATAMARINE INTERNATIONAL, INC.
                1992 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                David C. Thompson
                         Datamarine International, Inc.
                            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
Amount      Proposed Maximum    Proposed Maximum      Amount of
          Title of Securities                to be        Offering Price         Aggregate        Registration
           to be Registered                Registered      Per Share(1)      Offering Price(1)        Fee
---------------------------------------    ----------    ----------------    -----------------    ------------
Common Stock, par value $0.01 per share     21,000(2)         $7.375             $154,875            $46.93
--------------------
(1)   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 $7.375 based on
           the  average of the high  ($7.50)  and low  ($7.25)  sales  prices for the
           Common  Stock on February  19,  1997,  as reported on the Nasdaq  National
           Market System.
(2)   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. 1992 Stock Option Plan for Non-Employee
           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  28, 1996,  filed with the  Securities  and Exchange  Commission  (the
"Commission") on January 10, 1997;

      (b) 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.

      (c) 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

      (d) 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 hereto which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

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 Registrant's By-laws 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.  1992 Stock  Option  Plan for
                  Non-Employee Directors

  5.1             Opinion of Davis Wright Tremaine LLP regarding legality of the
                  Common Stock being registered

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

 23.2             Consent of Davis  Wright  Tremaine  LLP  (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.

            (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 "1933  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; and

      (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 1933 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 1933 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 1933 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 1933 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
February 4, 1997.

                                      DATAMARINE INTERNATIONAL, INC.

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

                                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 and on the date indicated.
Signature                                  Title                               Date
            ---------                                  -----                               ----
/s/ Peter D. Brown                    Chairman of the Board, President and           February 4, 1997
---------------------------------     Chief Executive Officer and a Director
Peter D. Brown                        (Principal Executive Officer)

/s/ David C. Thompson                 Treasurer, Secretary and a Director            February 4, 1997
---------------------------------     (Principal Financial Officer and
David C. Thompson                     Principal Accounting Officer)

/s/ Robert F. Benbow                  Director                                       February 4, 1997
---------------------------------
Robert F. Benbow

/s/ Dale N. Hatfield                  Director                                       February 4, 1997
---------------------------------
Dale N. Hatfield
INDEX TO EXHIBITS
Exhibit                                                                     Sequentially
  Number                               Description                            Numbered Page
  -------                              -----------                            -------------
4.1          Datamarine  International,  Inc.  1992 Stock Option Plan            8
                for Non-Employee Directors

   5.1          Opinion of Davis Wright Tremaine LLP regarding  legality           14
                of the Common  Stock being  registered

  23.1          Consent of Coopers & Lybrand L.L.P.                                15

  23.2          Consent  of  Davis  Wright  Tremaine  LLP  (included  in           14
                opinion filed as Exhibit 5.1)

  24.1          Power of Attorney (see signature page)                              6