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 June 30, 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
June 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 June 30,  Six Months Ended June 30,
                          1997       1996          1997        1996

REVENUES:
Communications systems  $635,524   $413,533     $1,135,348   $874,506
Data transmission & 
messaging                646,015    490,160      1,277,434    933,792

        TOTAL REVENUES 1,281,539    903,693      2,412,782  1,808,298

COSTS AND EXPENSES:
Communications systems   419,569    271,953        755,383    576,039
Data transmission & 
messaging                336,403    262,237        646,780    516,010
Selling, general and 
administrative           596,443    634,903      1,200,360  1,167,131

        TOTAL COSTS 
        AND EXPENSES  1,352,415   1,169,093      2,602,523  2,259,180

LOSS FROM OPERATIONS    (70,876)   (265,400)      (189,741)  (450,882)

Interest income           2,525      18,989          6,193     36,350

Interest expense            -0-        (968)        (2,060)    (2,163)

NET LOSS               ($68,351)  ($247,379)     ($185,608) ($416,695)

NET LOSS PER SHARE        ($.01)      ($.02)         ($.01)     ($.03)

WEIGHTED AVERAGE 
NUMBER OF SHARES 
OUTSTANDING          12,602,310  12,602,310     12,602,310 12,592,578



See Notes to Financial Statements


<PAGE>

BOATRACS, INC.
BALANCE SHEETS

                                     June 30,  December 31,
ASSETS                                 1997       1996
                                    (Unaudited)
CURRENT ASSETS:
  Cash                               $303,160   $103,144
  Investment Securities               246,473    425,852
  Accounts receivable -net            628,265    557,246
  Inventories                         126,021     92,118
  Prepaid expenses and other assets   166,126     73,710

        TOTAL CURRENT ASSETS        1,470,045  1,252,070

PROPERTY, at cost                     154,710    120,731

NOTES RECEIVABLE                      259,463    208,463

TOTAL                              $1,884,218 $1,581,264

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued 
  expenses                         $1,318,536   $796,666
  Note payable--stockholder            45,129
  Short-term margin loan on securities           139,268
  Deferred compensation- net                      45,129

        TOTAL CURRENT LIABILITIES   1,363,665    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              (3,374,910)(3,189,302)
  Note receivable for common 
   stock issued                      (315,462)  (421,422)

        TOTAL STOCKHOLDERS' EQUITY    520,553    600,201

TOTAL                              $1,884,218 $1,581,264

See Notes to Financial Statements
<PAGE>

BOATRACS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

                                  Six months ended June 30,
                                      1997       1996

Operating activities:
Net loss                           ($185,608)  ($416,695)
  Adjustments to reconcile net loss
  to net cash provided by (used in) 
  operating activities:
    Depreciation                      25,193      16,742
    Accrued interest on notes 
     receivable                           -0-     (5,466)
Changes in assets & liabilities:
    Accounts receivable              (71,019)   (188,255)
    Inventories                      (33,903)     (2,769)
    Prepaid expenses & other assets  (92,416)    (38,534)
    Accounts payable and accrued 
     expenses                        521,870     115,895
Net cash provided by (used in) 
 operating activities                164,117    (519,082)

Investing activities:
  Capital expenditures               (59,172)    (43,827)
  Net maturities of investment 
   securities                        179,379     551,799

Net cash provided by investing 
 activities                          120,207     507,972

Financing activities:
  Payments received on note 
   receivable issued for common
   stock                             105,960      96,157
  Short-term margin loan on 
   securities                       (139,268)
  Issuance of notes receivable       (51,000)   (195,621)
  Payments on long-term debt and 
   capital lease obligation               -0-       (708)
Net cash used in financing 
 activities                          (84,308)   (100,172)

Net increase (decrease) in cash      200,016    (111,282)

Cash at beginning of period          103,144     151,728

Cash at end of period               $303,160     $40,446

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 June 30, 1997 and
1996 as of and for the six 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 six months ended June 30, 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 will be required to adopt the new method
of reporting EPS for the year ending December 31, 1997.  If
SFAS No. 128 had been adopted as of January 1, 1997, there
would be no change in the EPS calculation as presented on
the Statement of Operations as of and for the period ended
June 30, 1997.







NOTE 3 - BALANCE SHEET DETAILS

                                    June 30,    December 31,
                                      1997          1996
                                  (Unaudited)

    Accounts Receivable           $ 641,130      $ 570,780
      Less allowance for doubtful 
       accounts                     (12,865)       (13,534)
                                  $ 628,265      $ 557,246

    Property- at cost:
       Computers and equipment    $ 248,166      $ 226,650
       Leasehold Improvements        37,656        
          sub-total              $  285,822      $ 226,650
     Less accumulated depreciation (131,112)      (105,919)
                                 $  154,710      $ 120,731

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


Depreciation expense was $25,193 for the six months ended
June 30, 1997 and $44,420 for the year ended December 31,
1996.

NOTE 4 - NOTES RECEIVABLE

Canadian Company - The Company has a demand note receivable
agreement with a Canadian company that provides for periodic
advances.  Outstanding advances on the note bear interest at
9.0% and are due on demand.  Advances on the note totaled
$259,463 and $208,463 at June 30, 1997 and December 31,
1996, respectively.  The note receivable has been classified
as long-term based upon the Company's intent not to request
payment prior to July 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.




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 data transmission and messaging from
QUALCOMM.  The transaction was recorded as a note receivable
for shares issued which is reduced as discounts are earned.
During the second quarter of 1997, a total of $59,652 in
discounts had been earned reducing the receivable balance to
$315,462, compared to the second quarter of the prior year
when $47,399 of discounts were earned reducing the
receivable balance to $508,822.

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

On May 13, 1997, a Registration Statement on Form SB-2 was
accepted by the Securities & Exchange Commission, which
provides for registration of 5,490,956 shares of common
stock 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.



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 June 30, 1997, there were 573,500
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 June 30, 1997, the Company elected
not to contribute to the Plan.



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.

Statements within this 10-QSB which are not historical
facts, including statements about strategies and
expectations for new and existing products, technologies,
and opportunities, are forward-looking statements that
involve risks and uncertainties.  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.

For the three months ended June 30, 1997 and 1996

Total revenues for the quarter ended June 30, 1997, were
$1,281,539, an increase of $377,846 or 41.8% as compared to
total revenues of $903,693 for the quarter ended June 30,
1996.

Communications systems revenues, which consists of revenues
from the sale of BOATRACS systems and related software, were
$635,524 or 49.6% of total revenues, an increase of $221,991
or 53.7% compared to $413,533 or 45.8% of total revenues in
the second quarter of 1996.  The increase in communication
systems revenues primarily reflects increased sales of
communication units to vessels in Europe and Canada and an
increase in FuelMate and software revenues compared to the
same period in 1996.  Data transmission and messaging
revenues were $646,015 or 50.4% of total revenues, an
increase of $155,855 or 31.8% compared to $490,160 or 54.2%
of total revenues in the second 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 $419,569 or 66% of
communications systems revenues for the quarter ended June
30, 1997, an increase of $147,616 or 54.3%, compared to
$271,953 which represented 65.8% 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.  Communication
systems expenses as a percentage of communication systems
revenues was relatively unchanged from the prior year.  Data
transmission and messaging expenses were $336,403 or 52.1%
of data transmission and messaging revenues for the quarter
ended June 30, 1997, an increase of $74,166 or 28.3%,
compared to $262,237 which represented 53.5% 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.

Selling, general and administrative expenses were $596,443
or 46.5% of total revenues for the quarter ended June 30,
1997, a decrease of $38,460 or 6.1%, compared to $634,903 or
70.3% of total revenues in the prior corresponding quarter.
The decreased dollar amount is primarily attributable to a
reduction in expenses incurred, primarily certain general
operating expenses, legal expenses and costs associated with
the European office, including consultant fees and travel
expenses.  In addition, the Company incurred costs in the
development of software to facilitate customer operations,
which were also reduced during the second quarter compared
to the second quarter of the prior year.  The software
development costs are written off as incurred.  A breakdown
of operating results for the second quarter 1997 on a
geographical basis reflects a pretax profit of approximately
$176,000 for U.S. operations before research and development
expenses.

Interest income of $2,525 in the quarter ended June 30,
1997, represents interest earned on investments.  This
represents a decrease of $16,464 or 86.7%, compared to
interest income of $18,989 in the second quarter of 1996.

There was no interest expense for the quarter ended June 30,
1997, a decrease of $968 compared to the prior corresponding
quarter.

For the six months ended June 30, 1997 and 1996

Total revenues for the six month ended June 30, 1997, were
$2,412,782, an increase of $604,484 or 33.4% as compared to
total revenues of $1,808,298 for the six months ended June
30, 1996.

Communications systems revenues, which consists of revenues
from the sale of the BOATRACS system and related software,
were $1,135,348 or 47.1% of total revenues, an increase of
$260,842 or 29.8% compared to $874,506 or 48.4% of total
revenues in the same period 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 six months of 1997 compared to the same period in
1996.  Data transmission and messaging revenues were
$1,277,434 or 52.9% of total revenues, an increase of
$343,642 or 36.8% compared to $933,792 or 51.6% of total
revenues in the same period 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 $755,383 or 66.5% of
communications systems revenues for the six months ended
June 30, 1997, an increase of $179,344 or 31.1%, compared to
$576,039 which represented 65.9% of communications systems
revenues in the corresponding period 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 $646,780 or
50.6% of data transmission and messaging revenues for the
six months ended June 30, 1997, an increase of $130,770 or
25.3%, compared to $516,010 which represented 55.3% of data
transmission and messaging revenues in the corresponding
period 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.

Selling, general and administrative expenses were $1,200,360
or 49.8% of total revenues for the six months ended June 30,
1997, an increase of $33,229 or 2.8%, compared to $1,167,131
or 64.5% of total revenues in the prior corresponding
period.  The increased dollar amount is primarily
attributable to additional expenses incurred, including
commissions paid on the sale of communication units,
increased salary expenses, increases in office expenses
offset by a reduction in travel, telephone and legal
expenses.  In addition, the Company has incurred a small
increase in costs pursuing  the commencement of operations
in Europe, including opening and maintaining a data
transmission and messaging center in The Netherlands, and
payment to various consultants.  The Company also incurred
costs in the development of software to facilitate customer
operations; however, these costs were reduced for the six
months ending June 30, 1997, compared to the same period of
the prior year.  The costs are written off as incurred.  A
breakdown of operating results for the six months ended June
30, 1997 on a geographical basis reflects a pretax profit of
approximately $336,000 for U.S. operations before research
and development expenses.

Interest income of $6,193 in the six months ended June 30,
1997, represents interest earned on investments.  This
represents a decrease of $30,157 or 83%, compared to
interest income of $36,350 in the same period of 1996.

Interest expense for the six months ended June 30, 1997, was
$2,060 or .09% of total revenues, a decrease of $103 compared to
$2,163 which was .12% of total revenues in the prior corresponding 
period.

Liquidity and Capital Resources

The Company's cash balance at June 30, 1997,  was $303,160,
an increase of $200,016 over the December 31, 1996 cash
balance of $103,144.  At June 30, 1997, working capital was
$106,380, a decrease of $164,627 from the working capital of
$271,007 at December 31, 1996.  Cash of $164,117 was
provided by operating activities, cash of $120,207 was
provided by investing activities and cash of $84,308 was
used in financing activities in the first six months of
1997.

Net accounts receivable increased $71,019 at June 30, 1997,
compared to December 31, 1996, due to the increased sales
and data transmission and messaging charges in the second
quarter not yet paid for.  Inventory increased $33,903 at
June 30, 1997, compared to year end primarily due
to the purchase of units for sale to potential European
customers.  Prepaid expenses were $92,416 higher primarily
due to the timing of prepaid insurance, other miscellaneous
prepaids and a deposit paid on a future sale.  Notes
receivable increased $51,000 at June 30, 1997, compared to
year end due to monies loaned in connection with Promissory
Notes (see note 4).  Accounts payable and other accrued
expenses increased $521,870 at June 30, 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 $105,960 relates to discounts received on
purchases of equipment and data transmission 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.

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

Results of the May 7, 1997, shareholder's meeting were
reported in Form 10-QSB for the period ended March 31, 1997.

ITEM 5. OTHER INFORMATION
Inapplicable

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



                         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


August 1, 1997                    /S/ MICHAEL SILVERMAN
Date                              Michael Silverman
                                  Chief Executive Officer


August 1, 1997                    /S/ DALE FISHER
Date                              Dale Fisher
                                  Chief Financial Officer

  
Rev. 7/31/97