U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM 10-QSB

        X  Quarterly Report Pursuant to Section 13 or 15 (d) of 
                the Securities Exchange Act of 1934

            For the quarterly period ended September 30, 1998

         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 
 Incorporation or organization)                    Identification No.)
 

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

                              (619) 657-0100
                        (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: 18,889,032 shares of common 
stock as of November 10, 1998.

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



<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOATRACS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS 
(Unaudited)              
				 
                              Three months Ended         Nine months Ended
                                 September 30,              September 30,
                                1998       1997          1998        1997
REVENUES:
Communications system         $881,543   $788,844     $3,234,154  $1,924,192   
            
Data transmission and
 messaging                    1,039,488   678,414      2,751,585   1,955,847
Video compression             1,383,951         0      1,383,951           0
                              _________ _________      _________   _________
TOTAL REVENUES                3,304,982 1,467,258      7,369,690   3,880,039
                              --------- ---------      ---------   --------- 

COSTS AND EXPENSES:
Communications systems          535,106   459,022      2,024,778   1,214,405
Data transmission and messaging 508,243   338,772      1,465,616     985,552
Video compression               386,798                  386,798
Selling, general and
 administrative               1,483,927   647,547      3,102,033   1,847,908
                              ---------   -------      ---------   ---------
        TOTAL COSTS AND
            EXPENSES          2,914,074 1,445,341      6,979,225   4,047,865
                              --------- ---------      ---------   ---------
	
INCOME (LOSS) FROM OPERATIONS   390,908    21,917        390,465    (167,826)
Interest income                   2,913     3,109         41,030       9,303 
Interest expense               (201,556)        0       (201,556)     (2,060)
                                -------         -        -------       -----
INCOME BEFORE TAXES             192,265    25,026        229,939    (160,583)
Income tax benefit              103,846         0        103,846           0
                                -------         -        -------           -
NET INCOME (LOSS)              $296,111   $25,026       $333,785   ($160,583)
                                -------    ------        -------     -------
BASIC EARNINGS PER 	 
    COMMON SHARE                   $.02      $.00           $.02       ($.01)
 
DILUTIVE EARNINGS PER 	                             
    COMMON SHARE                   $.01      $.00           $.02         N/A

WEIGHTED AVERAGE COMMON 	
  SHARES OUTSTANDING         18,690,838 12,604,093    16,809,691  12,602,911 

Dilutive effect of:	
Employee stock  options       1,049,316    572,185       702,536         N/A 
	
Warrants                        473,148     25,000       215,117         N/A 

Weighted average of common
shares outstanding assuming
dilution                     20,213,302 13,201,278    17,727,344      N/A
	        	
See Notes to Consolidated Financial Statements

<PAGE>

BOATRACS, INC.
CONSOLIDATED BALANCE SHEETS								
                                   September 30,   December 31,
ASSETS                                 1998           1997                  
                                    (Unaudited)

CURRENT ASSETS:
  Cash                               $471,873       $392,712
  Accounts receivable - net         2,640,221        937,010
  Inventories	633,893	234,092
  Prepaid expenses and other assets   270,780        107,435
                                      -------        -------
       TOTAL CURRENT ASSETS         4,016,767      1,671,249

PROPERTY - net                        757,143        223,863

PATENT - net                       17,740,384
NOTES RECEIVABLE                                     310,463
GOODWILL - net                     11,550,847        830,917
                                   ----------        -------     
TOTAL                             $34,065,141     $3,036,492
                                   ==========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                 $1,446,713     $1,133,997
  Accrued expenses                    740,581        265,276
  Notes payable                     8,166,500 
  Acquisition cost payable            250,000        250,000
                                      -------        -------
        TOTAL CURRENT LIABILITIES  10,603,794      1,649,273
                                                   ---------
Notes payable                       1,833,500
Deferred tax liability              7,130,084
                                    ---------
        TOTAL LIABILITIES          19,567,378
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,
    18,887,532 and 15,806,977
    shares issued and outstanding
    in 1998 and 1997, respectively 17,608,167      6,949,244
Notes receivable for common stock
 issued                                           (2,117,836)
Accumulated deficit                (3,110,404)    (3,444,189)
                                    ---------      ---------    
       TOTAL STOCKHOLDERS' EQUITY  14,497,763      1,387,219
                                   ----------      ---------
TOTAL                             $34,065,141     $3,036,492
                                   ==========      =========
		
See Notes to Consolidated Financial Statements                                 

<PAGE>

BOATRACS, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                          Nine months ended September 30,
                                                1998           1997

Operating activities:		
Net income (loss)                             $333,785      ($160,583)
  Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating
   activities:
    Amortization of deferred taxes            (103,846)
    Depreciation and amortization              628,643         40,440
    Write-off of equipment                                      4,264
Changes in assets and liabilities:
    Accounts receivable, net                (1,703,211)      (154,058)
    Inventories                               (488,173)       (38,022)
    Prepaid expenses and other assets         (163,345)         1,486
    Accounts payable and accrued expenses      788,021        315,572
                                                -------       -------
Net cash (used in) provided by operating
 activities                                    (708,126)        9,099

Investing activities:
  Net cash paid in acquisitions              (1,104,665)
  Capital expenditures                         (244,537)      (62,143)
  Net maturities of investment securities             0       425,852  
 Net cash (used in) provided by investing
  activities                                 (1,349,202)      363,709
 
Financing activities:
  Proceeds from notes receivable 
     issued for common stock                  2,073,562       163,764
  Short-term margin loan on securities                       (139,268)
Cash received for stock options and warrants
   issued and exercised                          99,927         2,000
  Payments on long-term debt                                  (35,000) 
  Issuance of notes receivable                  (37,000)      (74,000)
                                                 ------        ------
 Net cash provided by (used in) financing
  activities                                  2,136,489       (82,504)
                                              ---------        ------
Net increase in cash                             79,161       290,304

Cash at beginning of period                     392,712       103,144
                                                -------       -------
Cash at end of period                          $471,873      $393,448
SUPPLEMENTAL DISCLOSURE OF NON-CASH             =======       =======
INVESTING AND FINANCING ACTIVITIES:
Issuance of notes payable                   $10,000,000
Common stock issued in acquisitions         $10,558,996
Reclassification of evaluation inventory
 units to property                              $88,372
Discount on redemption of note receivable	$44,274	
  for common stock

See Notes to Consolidated Financial Statements

<PAGE>
BOATRACS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements as of and for the nine months ended 
September 30, 1998 and 1997 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  
considered necessary for a fair presentation have been included.  Operating 
results for the nine months ended September 30, 1998 are not necessarily 
indicative of the results that may be expected for any other interim period or 
for the year ending December 31, 1998.

NOTE 2 - ACQUISITIONS

On November 1, 1997, the Company purchased certain assets and liabilities of 
MED Associates, Inc. ("MED") for $500,000 cash, and 300,000 shares of 
restricted common stock.  The stock is subject to an option by the Company to 
purchase all of the issued stock if a certain earnings level for the fiscal 
year ended December 31, 1998, is not met and will be decreased one share for 
every dollar such earnings are not achieved.  Goodwill in the amount of 
$845,000 was recorded and is amortized over ten years.

MED is a Mississippi-based provider of software applications and service 
solutions to the marine industry.  The acquisition was accounted for as a 
purchase.  Accordingly, the assets and liabilities of MED are included in the 
consolidated balance sheet of Septemer 30, 1998 and December 31, 1997.  The 
results of MED's operations from the date of the acquisition to December 31, 
1997 were not significant.

On July 7, 1998, the Company purchased Enerdyne Technologies, Inc. 
("Enerdyne"), a provider of versatile, high performance digital video 
compression products to the government and commercial markets.  The purchase 
agreement was amended in November, 1998. Enerdyne, formed in 1984, is located 
in Santee, California.  The acquisition price of $22.6 million was paid for by 
a combination of cash, common stock and notes payable.  Goodwill of 
approximately $10.3 million was recorded and will be amortized over 16 years.  
A patent was acquired as part of the purchase and recorded in the amount of 
$18,000,000 and will be amortized over 16 years. The two shareholders of 
Enerdyne signed employment contracts with the Company. 

Effective July 1, 1998, the Company acquired all of the outstanding shares in 
OceanTrac Inc., a Canadian corporation ("OceanTrac").  The acquisition was 
effected by the exercise of the Company's rights under a Joint Venture 
Agreement entered into among the Company, OceanTrac and OceanTrac Systems 
Limited, ("Systems"), a Nova Scotia corporation, during 1996.  In addition, 
the Company purchased all of the assets of Systems for consideration of 5,000 
shares of the Company's common stock.  The acquisition of OceanTrac and 
Systems resulted in recording of intangibles in the amount of approximately 
$388,000 which will be amortized by the Company over ten years.

NOTE 3 - NET EARNINGS PER SHARE-

The consolidated financial statements are presented in accordance with SFAS 
No. 128, "Earnings Per Share".  Basic earnings per common share are computed 
using the weighted average number of common shares outstanding during the 
period.  Diluted earnings per common share incorporate the incremental shares 
issuable upon the assumed exercise of stock options and warrants.  For the 
nine months ended September 30, 1997 the Company reported a net loss and 
therefore the incremental shares issuable upon the exercise of stock options 
and warrants were not used as they were anti-dilutive.  


NOTE 4 - BALANCE SHEET DETAILS  
                                   September 30,      December 31,   
                                       1998               1997
                                                                              
                                    (Unaudited)
    				                    
Accounts Receivable                 $2,657,066         $ 949,874
    Less allowance for doubtful
     accounts                           16,845            12,864
                                        ------            ------
                                    $2,640,221          $937,010
                                    ----------           -------
Inventories:
    Raw materials                     $398,536
    Work in process                    108,084
    Finished goods                     127,273          $234,092
                                       -------           ------- 
                                      $633,893          $234,092
                                       -------           ------- 
Property - at cost:
   Computers and equipment          $1,047,521          $372,597 
        Less accumulated depreciation  290,378           148,734
                                       -------           -------         
                                      $757,143          $223,863            
                                       -------           -------
Patent                             $18,000,000
  Less amortization                    259,616
                                       -------         
                                   $17,740,384
                                    ----------

Goodwill                           $11,792,313         $845,000           
  Less amortization                    241,466           14,083
                                       -------           ------ 
                                   $11,550,847         $830,917
                                    ----------          -------

Depreciation expense was $141,345 for the nine months ended September 30, 1998 
and $62,768 for the year ended December 31, 1997.  Amortization expense was 
$487,297 for the nine months ended September 30, 1998 and $14,083 for the year 
ended December 31, 1997.

NOTE 5 - NOTES RECEIVABLE

Canadian Company - The Company had a demand note receivable agreement with a 
Canadian company that provides for periodic advances.  Outstanding advances on 
the note bore interest at 9.0% and were due on demand.  The balance of the 
note at September 30, 1998 was zero as the Company acquired the Canadian 
company in July 1998.  (see note 2 - Acquisitions).  Advances on the note 
totaled $310,463 at December 31, 1997.  

In September 1996, the Company entered into a Joint Venture 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. Under the Joint Venture agreement, the Company was granted an 
option to purchase 3,100 of the 5,100 outstanding shares of the Canadian 
company from OceanTrac Systems LTD, the sole shareholder, for a price of U.S. 
$6.12 per share.  The Company also received a warrant to purchase an 
additional 4,900 shares of the Canadian company for a price of U.S. $6.12 per 
share.  On July 1 1998, the Company exercised both the option and warrant.  
(see note 2 - Acquisitions).

Stockholder - On October 15,1997, the Company received a promissory note from 
an officer, director and shareholder of the Company in the amount of 
$1,930,915 with a rate of 5.77%.  The note was issued in connection with a 
Restricted Stock Purchase Agreement of the same date for a total of 2,900,000 
shares of the Company's stock.  The note called for semi-annual installments 
with the final payment due on April 15, 2000.  The principal balance at 
December 31, 1997 was $1,930,915.  Accrued interest was $23,211 at December 
31, 1997.  During June 1998 the note and accrued interest were purchased by an 
outside party at a discount of $44,274, which was recorded as a deduction to 
the common stock originally issued. 

NOTE 6 - NOTES PAYABLE

In connection with the acquisition of Enerdyne on July 7, 1998 (see note 2), 
the Company issued two notes payable in the total amount of $10,000,000 to the 
previous owners and their investment bankers .  Notes in the amount of 
$8,000,000 are senior promissory notes payable on July 7, 1999 and bearing 
interest at 8.5% per annum.  The other notes are subordinated promissory notes 
in the amount of $2,000,000 with specified minimum annual payments and any 
remaining amounts payable June 31, 2002 and bearing interest at 8.5% per 
annum.  The current portion of the subordinated promissory note is $166,500.

A First Amendment to The Agreement And Plan of Reorganization ("Amendment")
was executed effective July 7, 1998.  The Amendment provides that if at least
50% of the principal amount due under the certain Senior Promissory Notes
(defined in the Agreement and Plan of Reorganization) payable to the former
shareholders of Enerdyne (the "Former Shareholders") then: (a) the
Non-statutory Stock Option Agreement between the Company and the Former
Shareholders is amended by increasing, in accordance with specified formulas,
the number of option shares and the exercise price; (b) the Guaranty in favor
of the Former Shareholders executed by two of the Company's directors, 
officers and principal shareholders is amended.  If the prepayment is not
made in accordance with the Amendment, the Company will issue 500,000 
options to each of the Former Shareholders at an exercise price of $2.00
per share.

NOTE 7 - 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 7%, of the Company's common stock.  
The shares were issued for a total consideration of $737,000, which is 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 1998, the final discount was earned which 
eliminated the receivable balance, compared to the third quarter of the prior 
year when $57,804 of discounts were earned reducing the receivable balance to 
$257,658.
  
NOTE 8 - SELLING STOCKHOLDER REGISTRATION WITH THE SECURITIES AND EXCHANGE 
COMMISSION

On April 29, 1998, a Registration Statement on Form SB-2 was filed with the 
Securities & Exchange Commission ("Commission") which provides for 
registration of 5,370,070 shares (later revised to 9,900,070) of common stock 
on behalf of certain selling stockholders, including (1) QUALCOMM, Inc., the 
Company's sole supplier, (2) shares received by an officer and director in 
connection with a Restricted Stock Purchase Agreement, (3) warrants granted to 
two directors of the Company, (4) warrants granted to a Company consultant and 
(5) shares purchased by shareholders in private transactions.  The Company did 
not receive any proceeds related directly to the Form SB-2.  The Registration 
Statement is not yet effective and is currently under review by the 
Commission. 

NOTE 9 - STOCK OPTIONS

Under the amended 1996 Stock Option Plan ("the Plan"), the Company may grant 
incentive and non-qualified options to purchase up to 2,000,000 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 September 30, 1998, there were 
1,319,800 options under the plan outstanding.

Pursuant to the acquisition agreement as amended with Enerdyne (see note 2), 
the Company has  a contingency to issue additional options to former Enerdyne 
shareholders.  (see note 6),

NOTE 10 - 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 
September 30, 1998, 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"). In 
addition, the Company develops application software for marine application of 
the OmniTRACS system. The OmniTRACS system, as adapted and enhanced by the 
Company for marine applications, 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.

On July 7, 1998, the Company purchased Enerdyne Technologies, Inc., 
("Enerdyne"),a provider of versatile, high performance digital video 
compression products to the government and commercial markets.  Enerdyne, 
formed in 1984, is located in Santee, California.

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 more fully described in the Company's Annual Report on 
Form 10-KSB for the year ended December 31, 1997.

For the three months ended September 30, 1998 and 1997

Total revenues for the quarter ended September 30, 1998, were $3,304,982 an 
increase of $1,837,724 or 125.3% as compared to total revenues of $1,467,258 
for the quarter ended September 30, 1997.

Communications systems revenues, which consist of revenues from the sale of 
BOATRACS systems, related software and revenues from MED Associates, Inc. 
("MED") were $881,543 or 26.7% of total revenues, an increase of $92,699 or 
11.8% compared to $788,844 or 53.8% of total revenues in the third quarter of 
1997.  The increase in communication systems revenues compared to the same 
period of the prior year, primarily reflects increased software revenues in 
the amount of $240,348 from MED which the Company acquired in November, 1997 
(see Note 2).  The increase was offset by a decrease in the sale of 
communications units in Europe and Canada in the third quarter of 1998 
compared to the same period of 1997 in the amount of $222,734. Data 
transmission and messaging revenues were $1,039,488 or 31.5% of total 
revenues, an increase of $361,074 or 53.2% compared to $678,414 or 46.2% of 
total revenues in the third quarter of 1997.  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.  Video compression revenues which are revenues 
from Enerdyne which the Company acquired on July 7, 1998, (see note 2) were 
$1,383,951 or 41.9% of total revenues.

Communications systems expenses were $535,106 or 60.7% of communications 
systems revenues for the quarter ended September 30, 1998, an increase of 
$76,084 or 16.6%, compared to $459,022 which represented 58.2% of 
communications systems revenues in the corresponding quarter of the prior 
year.  The dollar increase in expenses primarily reflects the increase in 
software sales of MED.  Data transmission and messaging expenses were $508,243 
or 48.9% of data transmission and messaging revenues for the quarter ended 
September 30, 1998, an increase of $169,471 or 50.0%, compared to $338,772 
which represented 49.9% 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 for 
transmission and messaging activities due to the greater number of BOATRACS 
systems installed on vessels.  The gross margin in the third quarter of 1998 
was unchanged from the same quarter of the prior year.  Video compression 
expenses were $386,798 in the third quarter which was 28.0% of video 
compression revenues.

Selling, general and administrative expenses were $1,483,927 or 44.9% of total 
revenues for the quarter ended September 30, 1998, an increase of $836,380 or 
129.2%, compared to $647,547 or 44.1% of total revenues in the prior 
corresponding quarter.  The increased dollar amount is primarily attributable 
to increases in operating expenses in connection with three acquisitions which 
the Company entered into since September 30, 1997.  Salary expenses increased 
due to additional employees in the amount of $347,742, legal and accounting 
expenses increased by $63,599 and rent increased by $64,662 due to new 
corporate offices and additional offices due to the acquisitions.  In 
addition, amortization of goodwill  and patent was $445,048 in the third 
quarter of 1998. Depreciation increased by $53,948. Software development costs 
are written off as incurred.  

Earnings before interest, taxes, depreciation and amortization for the quarter 
ended September 30,1998 were $905,151 compared to $37,164 in the third quarter 
of 1997.

Interest expense in the amount of $201,556 for the third quarter of 1998 
represents interest on notes payable issued in connection with the acquisition 
of Enerdyne on July 7, 1998.

The income tax benefit recorded in the amount of $103,846 in the quarter ended 
September 30, 1998 represents the amortization of a temporary tax difference 
on the life of the Enerdyne patent. 

For the nine months ended September 30, 1998 and 1997

Total revenues for the nine months ended September 30, 1998 were $7,369,690 an 
increase of $3,489,651 or 89.9% as compared to total revenues of $3,880,039 
for the nine months ended September 30, 1997.

Communications systems revenues, which consist of revenues from the sale of 
BOATRACS systems, related software and revenues from MED Associates, Inc. 
("MED") were $3,234,154 or 43.9% of total revenues, an increase of 
$1,309,962 or 68.1% compared to $1,924,192 or 49.6% of total revenues in the 
first nine months of 1997.  The increase in communication systems revenues 
compared to the same period in the prior year, primarily reflects increased 
sales of communication units to vessels in the United States in the amount of 
$1.1 million, and an increase in software revenues due to the income of MED 
which the Company acquired in November, 1997 (see note 2).  The increase was 
partially offset by a decrease in the sale of communications units in Europe 
and Canada in the amount of $640,136 in the first nine months of 1998 compared 
to the same period in 1997.  Data transmission and messaging revenues were 
$2,751,585 or 37.3% of total revenues, an increase of $795,738 or 40.7% 
compared to $1,955,847 or 50.4% of total revenues in the comparable nine 
months of 1997.  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.  Video 
compression revenues which are revenues from Enerdyne which the Company 
acquired on July 7, 1998, were $1,383,951 or 18.8% of total revenues 

Communications systems expenses were $2,024,778 or 62.6% of communications 
systems revenues for the nine months ended September 30, 1998, an increase 
of $810,373 or 66.7% compared to $1,214,405 which represented 63.1% of 
communications systems revenues in the corresponding nine months of the 
prior year.  The dollar increase in expenses primarily reflects the 
increase in sales of BOATRACS systems and software expenses of MED.  Gross 
margin for communications systems remained relatively unchanged at 37.4% 
for the nine months ended September 30, 1998 compared to a gross margin of 
36.9% for the same period in the prior year.  The margin for MED software 
(MED was acquired in the 4th quarter of 1997) for the nine months ended 
September 30, 1998 was 21% which was offset by the Canadian and European 
lower margin units sold in the comparable nine months of the prior year.  
Data transmission and messaging expenses were $1,465,616 or 53.3% of data 
transmission and messaging revenues for the nine months ended September 30, 
1998, an increase of $480,064 or 48.7% compared to $985,552 which 
represented 50.4% of data transmission and messaging revenues in the 
corresponding nine months of 1997.  The dollar increase in costs reflects 
increased data transmission and messaging services rendered due to 
increased BOATRACS systems installed on vessels.  The decrease in gross 
margin in data transmission and messaging revenues is due to a continuing 
change in the customer mix in the United States and an increase in European 
and Canadian customers where the margin is lower. 

Selling, general and administrative expenses were $3,102,033 or 42.1% of total 
revenues for the nine months ended September 30, 1998, an increase of 
$1,254,125 or 67.9% compared to $1,847,908 or 47.6% of total revenues in the 
corresponding nine months of 1997.  The increase dollar amount is in part 
attributable to increases in operating expenses in connection with three 
acquisitions which the Company entered into since September 30, 1997.  
Increases include salary and related accruals in the amount of $680,913, legal 
and accounting expenses in the amount of $135,387 and rent in the amount of 
$92,432.  These increased expenses were partially offset by a reduction in 
consulting fees in the amount of $105,098 and shareholder relations in the 
amount of $45,554. Included in selling, general and administrative expenses 
for the nine months ended September 30, 1998 is amortization in the amount of 
$487,297 relating to goodwill and the patent acquired in the Enerdyne 
acquisition.  Depreciation expense for the nine months ended September 30, 
1998 was $141,345 compared to $43,713 in the prior year. Software development 
costs are written off as incurred.  

Earnings before interest, taxes, depreciation and amortization for the nine 
months ended September 30, 1998 was $1,019,107 compared to a loss of $124,113 
in the prior nine months in 1997.-

Interest income of $41,030 for the nine months ended September 30, 1998, 
primarily represents interest earned on a promissory note which was repaid 
during June 1998 .  This represents an increase of $31,727 or 341.0% compared 
to $9,303 in the prior year which represented interest earned on investments.  

The income tax benefit recorded in the amount of $103,846 for the nine months 
ended September 30, 1998 represents the amortization of a temporary tax 
difference on the life of the Enerdyne patent.

Liquidity and Capital Resources

The Company's cash balance at September 30, 1998, was $471,873, an increase of 
$79,161 compared to the December 31, 1997 cash balance of $392,712.  At 
September 30, 1998, working capital was a negative $6,587,027 a decrease of 
$6,609,003 from the working capital of $21,976 at December 31, 1997.  Cash of 
$708,126 was used in operating activities, cash of $1,349,202 was used in 
investing activities and cash of $2,136,489 was provided by financing 
activities in the first nine months of 1998. 

The Company's liquidity was affected by $2 million paid for the acquisition of 
Enerdyne, partially financed by the collection of a $2 million receivable for 
stock issued during the nine months ended September 30, 1998 to a Company 
director and officer. As partial consideration for the acquisition of 
Enerdyne, the Company issued $10,000,000 of notes payable of which $8,000,000 
are due and payable in July, 1999 carrying an interest rate of 8.5%.  In 
addition the short term portion of subordinated notes in the total amount of 
$2,000,000 in the amount of $166,500  is due within the next twelve months. 

The Company anticipates making capital expenditures in excess of $300,000 
during 1998 (other than cash for acquisitions) primarily on computer and 
office equipment, including office furniture and equipment for new office 
space which the Company relocated to during July 1998. This amount excludes 
any capital expenditures which may result from the acquisition of Enerdyne 
Technologies, Inc. ("Enerdyne").  (See note 2). 

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. 

Year 2000 Issues

In the operation of its business, the Company uses commercial computer 
software primarily purchased from or provided by independent software vendors.  
After an analysis of the Company's exposure to the impact of "year 2000 
issues" (i.e. issues that may arise resulting from computer programs that use 
only the last two, rather than all four, digits of the year), the Company 
believes that such commercial software is already substantially year 2000 
compliant, and that completion of year 2000 compliance should not have a 
material impact on the Company's business, operations or financial condition; 
however, the Company is still assessing the impact of the year 2000 issue.

The Company has performed an internal analysis and is in the process of 
finalizing a specific written plan to address the year 2000 issues for both 
internally developed products and products developed and manufactured by 
Qualcomm.   Qualcomm has assured the Company that all the products supplied to 
BOATRACS, Inc. during the course of the relationship and going forward will be 
upgraded to ensure compliance with Year 2000 standards.   This assurance will 
be at no charge to the Company or customers but the Company may be required to 
exchange certain chip sets of our customers at minimal cost. 

For internally developed products, the upgrade process is in final testing 
phase and will be completed by the end of the current fiscal year.  
Development costs associated with the upgrade have been included in operations 
as incurred.  The Company's preliminary review shows that the potential future 
cost to complete the conversion is estimated at $20,000 and will also be 
included in operations as incurred.

The Company is not in a position to evaluate the extent (if any) to which any 
year 2000 issues that may affect the economy generally or any suppliers or 
others with whom the Company does business in particular would also be likely 
to affect the Company.  Failure of one or more of the supplier's computer 
products to be year 2000 compliant would have a material effect on the 
Company's business.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
On April 9, 1998, the Company filed a complaint in the United States District 
Court, Southern District  of California (the "California Action") against 
Seacor Marine, Inc. ("Seacor Marine") and Globe Wireless, Inc. ("Globe") 
seeking damages and injunctive relief for copyright infringement, unfair 
competition and declaratory relief arising from the alleged infringement of 
the Company's copyright registration No. TXU 799-101 (the "Boatracs 
Software").  The Company filed a motion to amend its complaint in the 
California Action to include Seacor Smit Inc. ("Seacor Smit") as a defendant 
in the California Action. The Boatracs Software formed part of the assets 
acquired from MED.  On May 8, 1998, Seacor Marine and Globe filed a lawsuit in 
the District Court of Harris County, Texas (the "Texas Action") against the 
Company, Summerwood, Inc. and Charles J. Drobny, Jr. asserting causes of 
action and seeking damages and injunctive relief for misappropriation of trade 
secrets, misappropriation of confidential business information, conversion, 
breach of contract and unfair competition. 

The Company has entered into a Compromise Settlement Agreement and Mutual 
Release (the "Agreement") with Seacor Marine, Seacor Smit and Globe.  Under 
the terms of the agreement, Seacor Marine, Seacor Smit and Globe acknowledge 
the Company's ownership and title to the Boatracs Software are subject to 
certain terms and conditions specified in the Agreement. In addition, the 
Company has acknowledged and agreed to Globe's ownership and title to certain 
software programs known as GlobeOffshore subject to certain terms and 
conditions specified in the Agreement.  Except for the obligations specified 
in the Agreement, the parties have agreed to release one another from any 
claims asserted by the parties in both the California and the Texas Action.  
The financial obligations of the Company in this matter are limited to legal 
fees of approximately $75,000.

ITEM 2. CHANGES IN SECURITIES
Inapplicable 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Inapplicable

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

ITEM 5. OTHER INFORMATION
Inapplicable

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

7 (a)        Financial Statements of Business Acquired - Auditied Financial 
             Statements of Enerdyne Technologies, Inc. for the periods ended 
             March 31, 1998 and June 30, 1997. Incorporated by reference to 7 
             (a) on the Company's Form 8-K/A filed with the  Commission on 
             August 14, 1998.

7 (b)        Proforma Financial Information - Unaudited pro forma condensed 
             consolidated statements of operations for the three months ended 
             March 31, 1998 and for the twelve months ended December 31, 1997. 
             Incorporated by reference to 7 (b) to the Company's Form 8-K/A 
             filed with the Commission on August 14, 1998.    



<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


November 14,  1998    	                 /s/ MICHAEL SILVERMAN
Date                                        MICHAEL SILVERMAN
                                            CHAIRMAN OF THE BOARD
					     

November 14, 1998                        /s/ JON GILBERT
Date                                         JON GILBERT
                                             PRESIDENT AND  CHIEF
                                             EXECUTIVE OFFICER
	
November 14, 1998                        /s/ CURT MCLELAND                   
Date                                         CURT MCLELAND
                                             CHIEF FINANCIAL OFFICER






					
		
EXHIBIT 11

COMPUTATION OF EARNINGS PER SHARE
(In thousands, except earnings per share data)




Basic and Diluted
Earnings per Share:

                                   Three Months ended   Nine Months ended  
                                      September 30,       September 30,     
                                    1998        1997      1998     1997    
	

Net Income (Loss)                   $296        $25       $334    $(161) 
 
Basic Earnings per 
Common Share                        $.02       $.00       $.02    ($.01) 

Diluted Earnings
per Common Share                    $.01       $.00       $.02      N/A

Weighted average common 
    shares outstanding            18,691     12,604     16,810   12,603

Weighted average common
     shares outstanding
     assuming dilution            20,213     13,201     17,727     N/A