U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                         FORM 10-QSB
                              
     Quarterly Report Pursuant to Section 13 or 15 (d) of
             the Securities Exchange Act of 1934
                              
        For the quarterly period ended March 31, 1997
                              
    TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                              
  For the transition period from __________ to ___________
                              
               Commission File Number 0-11038
                              
                       BOATRACS, INC.
  (Exact name of small business issuer as specified in its
                          charter)
                              
     California                            33-0644381
(State or other jurisdiction of  (I.R.S.Employer Identification No.)
incorporation or organization)

      6440 Lusk Blvd., Suite D201, San Diego, CA 92121
          (Address of Principal Executive Offices)
                              
                       (619) 587-1981
                 (Issuer's telephone number)
                              
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.  Yes  X    No  __

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
         PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a
plan confirmed by a court.  Yes  X    No  __

             APPLICABLE ONLY TO CORPORATE FILERS

State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date:  12,602,310 shares of common stock as of
April 30, 1997.

Transitional Small Business Disclosure Format (check one):
Yes  __    No  X

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOATRACS, INC.
Statements of Operations (Unaudited)

                                 Three Months Ended March 31,
                                       1997       1996

REVENUES:
Communications systems               $499,823   $460,973
Data transmission & messaging         631,419    443,632

        TOTAL REVENUES              1,131,242    904,605

COSTS AND EXPENSES:
Communications systems               335,813    304,085
Data transmission & messaging        310,377    253,698
Selling, general and administrative  603,917    532,303

        TOTAL COSTS AND EXPENSES   1,250,107  1,090,086

LOSS FROM OPERATIONS                (118,865)  (185,481)

Interest income                        3,668     17,360

Interest expense                      (2,060)    (1,195)



NET LOSS                           ($117,257) ($169,316)


NET LOSS PER SHARE
                                       ($.01)     ($.01)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING             12,602,310 12,582,846







See Notes to Financial Statements
<PAGE>

BOATRACS, INC.
BALANCE SHEETS

                                   March 31,    December 31,
ASSETS                               1997          1996
                                  (Unaudited)
CURRENT ASSETS:
  Cash                               $169,279    $103,144
  Investment Securities               208,415     425,852
  Accounts receivable -net            653,888     557,246
  Inventories                         125,650      92,118
  Prepaid expenses and other assets    71,433      73,710

        TOTAL CURRENT ASSETS        1,228,665   1,252,070

PROPERTY, at cost                     154,133     120,731

NOTES RECEIVABLE                      233,463     208,463

TOTAL                              $1,616,261  $1,581,264

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued 
   expenses                        $1,041,880    $796,666
  Note payable                         45,129
  Short-term margin loan on 
   securities                                     139,268
  Deferred compensation- net                       45,129

        TOTAL CURRENT LIABILITIES   1,087,009     981,063


STOCKHOLDERS' EQUITY:
  Preferred stock, no par value; 
   1,000,000 shares authorized,
   no shares issued
  Common stock, no par value; 
   100,000,000 shares authorized,
   12,602,310 shares issued and 
   outstanding in 1997 and 1996, 
   respectively                     4,210,925   4,210,925
  Accumulated deficit              (3,306,559) (3,189,302)
  Note receivable for common stock 
   issued                            (375,114)   (421,422)

        TOTAL STOCKHOLDERS' EQUITY    529,252     600,201

TOTAL                              $1,616,261  $1,581,264

See Notes to Financial Statements

<PAGE>

BOATRACS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

                                   Three months ended March 31,
                                         1997       1996

Operating activities:
Net loss                             ($117,257)   ($169,316)
  Adjustments to reconcile net loss
  to net cash provided by (used in) 
  operating activities:
    Depreciation                        11,092        7,699
    Accrued interest on notes 
     receivable                                      (2,147)
  Changes in asset & liabilities:
    Accounts receivable                (96,642)    (129,246)
    Inventories                        (33,532)       8,804
    Prepaid expenses & other assets      2,277          662
    Accounts payable and accrued 
     expenses                          245,214       97,426
Net cash provided by (used in) 
operating activities                    11,152     (186,118)

Investing activities:
  Capital expenditures                 (44,494)     (30,051)
  Proceeds from maturities of 
   investment securities               217,437      269,518
Net cash provided by investing 
activities                             172,943      239,467

Financing activities:
  Payments received on note 
   receivable issued for
   common stock                         46,308       48,758
  Short-term margin loan on 
   securities                         (139,268)
  Issuance of notes receivable         (25,000)    (105,621)
  Payments on long-term debt and 
   capital lease obligation                            (321)
Net cash used in financing activities (117,960)     (57,184)

Net increase (decrease) in cash         66,135       (3,835)

Cash at beginning of period            103,144      151,728

Cash at end of period                 $169,279     $147,893

SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES

Common stock issued for services rendered   $0     $24,600


See Notes to Financial Statements
<PAGE>

                              
                       BOATRACS, INC.
                              
          NOTES TO FINANCIAL STATEMENTS (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements at March 31, 1997 and
1996 as of and for the three months then ended are unaudited
and have been prepared in accordance with generally accepted
accounting principles for interim financial information and
with the instructions to Form 10-QSB and Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In
the opinion of management, all adjustments (consisting of
only normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for
the three months ended March 31, 1997 are not necessarily
indicative of the results that may be expected for any other
interim period or for the year ending December 31, 1997.

NOTE 2 - NET LOSS PER SHARE

Net Loss per share amounts are calculated by dividing net
loss by the weighted average number of common shares
outstanding during each period including common stock
equivalents.  Net loss per share is unchanged on a fully
diluted basis for all periods presented.

In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS")
No. 128, "Earnings Per Share."  This statement specifies the
computation, presentation, and disclosure requirements for
earnings per share for entities with publicly held common
stock.  The Company has not adopted SFAS No. 128 for the
current year but will adopt SFAS No. 128 during the year
ended December 31, 1998.  The Company does not expect the
adoption of SFAS No. 128 to have a material effect on its
financial statements.

<PAGE>





NOTE 3 - BALANCE SHEET DETAILS

                                   March 31,     December 31,
                                     1997            1996
                                  (Unaudited)

    Accounts Receivable           $ 666,752       $ 570,780
      Less allowance for doubtful 
       accounts                     (12,864)        (13,534)
                                  $ 653,888       $ 557,246

    Property- at cost:
       Computers and equipment    $ 233,489       $ 226,650
       Leasehold Improvements        37,655         
          sub-total               $ 271,144       $ 226,650
     Less accumulated depreciation (117,011)       (105,919)
                                  $ 154,133       $ 120,731

    Deferred Compensation - 
     Officer (Note 4)                             $ 369,230
     Less Note Receivable - 
      Officer (Note 4)                             (324,101)
                                                  $  45,129


Depreciation expense was $13,402 for the three months ended
March 31, 1997 and $44,420 for the year ended December 31,
1996.

NOTE 4 - NOTES RECEIVABLE

Canadian Company - The Company has a note receivable
agreement with a Canadian company.  Outstanding advances on
the note bear interest at 9.0% and are due on demand.
Advances on the note totaled $233,463 and $208,463 at March
31, 1997 and December 31, 1996, respectively.  The note has
been classified as long-term based upon the Company's intent
not to request payment prior to April 1, 1998.

In September 1996, the Company entered into an agreement
with the Canadian company whereby the Canadian company,
through its subsidiary, will act as the sole representative
for marketing, distribution and sale of the BOATRACS system,
and any related business in certain specified Canadian
territory.

<PAGE>


Stockholder - During 1995, the Company entered into a note
receivable agreement with an individual who is an officer,
director and majority stockholder of the Company under which
it agreed to advance up to $369,230.  Advances were secured
by an agreed upon offset to related deferred compensation.
The advances bore interest at 5.5% and were due on demand.
Advances under the agreement totaled $310,000 at December
31, 1996, plus accrued interest.  Terms of the note
receivable agreement allow satisfaction of the balance as an
offset to related deferred compensation.  In the first
quarter of 1997, the note was offset against the deferred
compensation and the remaining $45,129 was reclassified as a
short-term note payable to the stockholder.

NOTE 5 - AGREEMENTS WITH QUALCOMM INCORPORATED

On March 31, 1995, the Company entered into a Subscription
Agreement and an Amendment (#6) to the License and
Distribution Agreement with QUALCOMM Incorporated, the
Company's supplier of OmniTRACS Satellite-based
communications and tracking equipment.  Through these two
agreements QUALCOMM acquired 1,112,265 shares, or
approximately 9%, of the Company's common stock.  The shares
were issued for a total consideration of $737,000 which will
be paid by providing discounts on future purchases of
OmniTRACS equipment and messaging units from QUALCOMM.  The
transaction was recorded as a note receivable for shares
issued which is reduced as discounts are earned.  During the
first quarter of 1997, a total of $46,308 in discounts had
been earned reducing the receivable balance to $375,114,
compared to the first quarter of the prior year when $48,758
of discounts were earned reducing the receivable balance to
$556,221.

NOTE 6 - SELLING STOCKHOLDER REGISTRATION WITH THE
SECURITIES AND EXCHANGE COMMISSION

On May 1, 1997, the Company filed a Registration Statement
on Form SB-2, which provides for registration of 5,490,956
shares on behalf of certain selling stockholders, including
(1) certain stockholders of the predecessor company to
BOATRACS; (2) QUALCOMM, Inc., the Company's sole supplier;
(3) shares received by a director on conversion of a note;
and (4) shares issued in a private placement in the last
quarter of 1995.  The Company did not receive any proceeds
from the transaction.

<PAGE>

NOTE 7 - STOCK OPTIONS

Under the 1996 Stock Option Plan ("the Plan"), the Company
may grant incentive and non-qualified options to purchase up
to 1,000,000 shares of common stock to employees, directors
and consultants at prices that are not less than 100% (85%
for non-qualified) of fair market value on the date the
options are granted.  Options issued under the Plan expire
seven years after the options are granted and generally
become exercisable ratably over a five-year period following
the date of grant.  At March 31, 1997, there were 569,500
options outstanding.

The Company applies Accounting Principles Board of Opinion
no. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its Plan.
Accordingly, no compensation expense has been recognized for
its stock-based compensation plan.  Had compensation cost
been determined based upon the fair value at the grant date
for awards under the Plan consistent with the methodology
prescribed under Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," the
Company's net loss and pro forma net loss for the period
ended December 31, 1996 would have been increased by
approximately $166,000, or $0.0l per share.

Under FASB 123, the fair value of the options granted during
1996 is estimated as approximately $830,000 on the date of
grant using the Black-Scholes option-pricing model with the
following assumptions:  no dividend yield, expected
volatility of 344%, risk-free interest rate of 6.5%, and
expected life of seven years.

NOTE 8 - SALARY REDUCTION SIMPLIFIED EMPLOYER PLAN (SAR-SEP)

During September 1996, the Company approved the adoption of
a Salary Reduction Simplified Employer Plan (SAR-SEP)
allowing eligible employees to contribute savings on a
pretax basis effective January 1996.  Employees may
contribute up to 15% of their salary, not to exceed $9,500
annually.  A discretionary contribution is determined each
year by the Company. As of the quarter ended March 31, 1997, 
the Company elected not to contribute to the Plan.
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Overview

The Company has distribution rights in the United States for
marine application of the OmniTRACS system of satellite-
based communications and tracking systems manufactured by
QUALCOMM Incorporated ("QUALCOMM"). The OmniTRACS system
provides confidential two-way communications between vessels
at sea and base stations on land or with other vessels and
is effective while a vessel is within the satellite's
"footprint," which extends roughly 200 to 400 miles offshore
of the continental United States.  The system also allows
for hourly position tracking, monitoring, and data
transmission and, using supplementary products, can provide
engine performance and fuel consumption monitoring.

The Company wishes to caution readers to the risk factors
inherent to the business including, but not limited to, the
continuing reliance upon QUALCOMM, Inc., the sole supplier
of equipment sold by the Company and reliance upon
QUALCOMM's Network Management Facility through which the
Company's message transmissions are formatted and processed.
These and other risks are described fully in the Company's
Annual Report on Form 10-KSB for the year ended December 31,
1996.

The Company was incorporated in California in 1982 under the
name First National Corporation as a bank holding company.
From 1982 to 1993, the Company provided, through its wholly-
owned subsidiaries, business and individual banking services
and certain corporate trust services.

On November 9, 1993, First National Corporation filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of California.  On January 12, 1995,
the Company (formerly First National Corporation) merged
with BOATRACS, Inc., (Old "BOATRACS"), a California
corporation formed in 1990 to be a distributor in the United
States marine market of the OmniTRACS satellite-based
communications and tracking system manufactured by QUALCOMM.
The merger of Old BOATRACS with and into the Company (the
"merger") was implemented pursuant to a Plan and Agreement
of Reorganization that was approved by the Bankruptcy Court.
First National Corporation had no significant assets or
operations at the effective date of the Merger.  The Company
intends to operate and continue the business of Old
BOATRACS.
<PAGE>

For the three months ended March 31, 1997 and 1996

Total revenues for the quarter ended March 31, 1997, were
$1,131,242, an increase of $226,637 or 25.05% as compared to
total revenues of $904,605 for the quarter ended March 31,
1996.

Communications systems revenues, which consists of revenues
from the sale of the BOATRACS system and related software,
were $499,823 or 44.18% of total revenues, an increase of
$38,850 or 8.43% compared to $460,973 or 50.96% of total
revenues in the first quarter of 1996.  The increase in
communication systems revenues primarily reflects increased
sales of communication units to vessels in Europe and Canada
partially offset by a reduction in FuelMate revenues in the
first quarter of 1997 compared to the same period in 1996.
Data transmission and messaging revenues were $631,419 or
55.82% of total revenues, an increase of $187,787 or 42.33%
compared to $443,632 or 49.04% of total revenues in the
first quarter of 1996.  The increase in revenues reflects an
overall increase in data transmission and messaging services
provided by the Company as a result of growth in the number
of BOATRACS systems installed on vessels and increased usage
by some customers.

Communications systems expenses were $335,813 or 67.19% of
communications systems revenues for the quarter ended March
31, 1997, an increase of $31,728 or 10.43%, compared to
$304,085 which represented 65.97% of communications systems
revenues in the corresponding quarter of the prior year.
The dollar increase in expenses primarily reflects the
increase in sales of BOATRACS systems.  The increase in
communications systems expenses as a percentage of
communications systems revenues is primarily due to more
units sold at volume discounts in 1997, compared to 1996.
Data transmission and messaging expenses were $310,377 or
49.16% of data transmission and messaging revenues for the
quarter ended March 31, 1997, an increase of $56,679 or
22.34%, compared to $253,698 which represented 57.19% of
data transmission and messaging revenues in the
corresponding quarter of the prior year.  The dollar
increase in costs reflects increased data transmission and
messaging services rendered due to increased BOATRACS
systems installed on vessels.  The decrease in data
transmission and messaging costs as a percentage of data
transmission and messaging revenues is due to the continuing
increase in revenues over the relatively fixed costs of
providing this service.
<PAGE>

Selling, general and administrative expenses were $603,917
or 53.39% of total revenues for the quarter ended March 31,
1997, an increase of $71,614 or 13.45%, compared to $532,303
or 58.84% of total revenues in the prior corresponding
quarter.  The increased dollar amount is primarily
attributable to additional expenses incurred, including the
hiring of additional  sales and technical personnel.  In
addition, the Company has incurred increased significant
costs pursuing  the commencement of operations in Europe,
including travel, opening and maintaining a data
transmission and messaging center in The Netherlands, and
payment to various consultants.  The Company also incurs
costs in the development of software to facilitate customer
operations.  The costs are written off as incurred.  A
breakdown of operating results for the first quarter 1997 on
a geographical basis reflects a pretax profit of
approximately $160,000 for U.S. operations before research
and development expenses.

Interest expense for the quarter ended March 31, 1997, was
$2,060 or
 .18% of total revenues, an increase of $865 compared to
$1,195 which was .13% of total revenues in the prior
corresponding quarter.  The dollar increase reflects the
effects of an increase in short-term loans against
investment securities over the corresponding quarter in the
prior year.

Other income of $3,668 in the quarter ended March 31, 1997,
represents interest earned on investments.  This represents
a decrease of $13,692 or 78.87%, compared to interest income
of $17,360 in the first quarter of 1996.

Liquidity and Capital Resources

The Company's cash balance at March 31, 1997,  was $169,279,
an increase of $66,135 over the December 31, 1996 cash
balance of $103,144.  At March 31, 1997, working capital was
$141,656, a decrease of $129,351 from the working capital of
$271,007 at December 31, 1996.  Cash of $11,152 was provided
by operating activities, cash of $172,943 was provided by
investing activities and cash of $117,960 was used in
financing activities in the first three months of 1997.

Accounts receivable increased $96,642 at March 31, 1997,
compared to December 31, 1996, due to the increased sales
and data transmission and messaging charges in the first
quarter not yet paid for.  Inventory increased $33,532 at
March 31, 1997, compared to year end primarily due
to the purchase of units for potential European customers.
Prepaid expenses were $2,277 lower primarily due to the
timing of prepaid insurance and other miscellaneous
prepaids.  Notes receivable increased $25,000 at March 31,
1997, compared to year end due to monies loaned in
connection with Promissory Notes (see note 4).  Accounts
payable and other accrued expenses increased $245,214 at
March 31, 1997, compared to year end primarily due to an
increase of payables due to the supplier of BOATRACS
communications and messaging systems. Reduction of note
receivable for common stock issued in the amount of $46,308
relates to discounts received on purchases of equipment and
messaging from the supplier as provided in accordance with
the terms of the Note (see note 5.)

The Company anticipates making capital expenditures in
excess of $80,000 during 1997.  To date the Company has
financed its working capital needs through private loans,
the issuance of stock and cash generated from operations.
Expansion of the Company's business may require a commitment
of additional funds.  To the extent that the net proceeds of
recent private financing activities and internally generated
funds are insufficient to fund the Company's operating
requirements, it may be necessary for the Company to seek
additional funding, either through collaborative
arrangements or through public or private financing.  There
can be no assurance that additional financing will be
available on acceptable terms or at all.  If additional
funds are raised by issuing equity securities, dilution to
the existing shareholders may result.  If adequate funds are
not available, the Company's business would be adversely
affected.
<PAGE>

PART II -  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
Inapplicable

ITEM 2. CHANGES IN SECURITIES
Inapplicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Inapplicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On Thursday, May 7, 1997, the Company held the Annual
Meeting of Shareholders at QUALCOMM, Inc., San Diego,
California.

The following Directors were elected:

                              FOR            AGAINST

Michael Silverman        11,226,685           5,032
Annette Friskopp         11,226,685           5,032
Giles Bateman            11,226,685           5,032
Norman Kane              11,226,685           5,032
Luis Maizel              11,226,685           5,032
Ilana Silverman          11,226,685           5,032





The following matters were adopted at the meeting:

1.   Approval of a proposal to ratify and approve certain
     amendments to the BOATRACS, Inc. 1996 Stock Option Plan.

        FOR       AGAINST        ABSTAIN   NON-VOTE

     11,124,093   34,147          9,072     64,405


ITEM 5. OTHER INFORMATION
Inapplicable
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
          Item
          (a)(1) Exhibit 11 - Computation re Net Loss per
share
                     (filed herewith).
<PAGE>




                         SIGNATURES


In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                              BOATRACS, Inc.
                              Registrant


May 14,  1997                     /s/ MICHAEL SILVERMAN
Date                                  Michael Silverman
                                      Chief Executive Officer



May 14, 1997                      /s/ DALE FISHER
Date                                  Dale Fisher
                                      Chief Financial Officer