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 March 31, 1999

            |_| 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)

           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:  18,852,508 shares of common stock as
of May 10, 1999.

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 March 31,
                                              1999                   1998
                                              ----                   ----
REVENUES:
Communications systems                     $553,209              $1,192,215
Data transmission and messaging           1,078,415                 810,573
Video compression                         1,435,676
                                  -----------------      ------------------
        TOTAL REVENUES                    3,067,300               2,002,788
                                  -----------------      ------------------

COSTS AND EXPENSES:
Communications systems                      343,152                 759,078
Data transmission and messaging             445,604                 442,868
Video compression                           371,292
Selling, general and administrative       1,616,950                 703,257
                                  -----------------      ------------------
        TOTAL COSTS AND EXPENSES          2,776,998               1,905,203
                                  -----------------      ------------------

INCOME  FROM OPERATIONS                     290,302                  97,585

Interest income                               2,545                  32,835
Interest expense                            204,730
                                  -----------------      ------------------

INCOME BEFORE TAXES                          88,117                 130,420

INCOME TAX BENEFIT                          111,000

                                  =================      ==================
NET INCOME                                $ 199,117               $ 130,420
                                  =================      ==================


BASIC EARNINGS PER COMMON SHARE               $0.01                   $0.01
                                             ------                   -----

DILUTED  EARNINGS PER COMMON SHARE            $0.01                   $0.01
                                             ------                   -----

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                              18,839,476               15,831,368

Dilutive effect of:

Employee stock  options                   2,237,888                 854,461
Warrants                                    580,000                  77,667
Weighted average of common shares
 outstanding, assuming dilution          21,657,364              16,763,496

See Notes to Consolidated Financial Statements


BOATRACS, INC.
CONSOLIDATED BALANCE SHEETS



                                          March 31,              December 31,
                                 ------------------       ------------------
ASSETS                                      1999                     1998
------                                      ----                     ----
                                        (Unaudited)
CURRENT ASSETS:
  Cash                                    $295,706                 $416,361
  Accounts receivable - net              3,138,547                2,320,404
  Inventories                              595,681                  684,737
  Prepaid expenses and other assets        276,917                  259,379
                                 ------------------       ------------------
       TOTAL CURRENT ASSETS              4,306,851                3,680,881

PROPERTY - net                             704,435                  738,337
PATENT - net                            17,177,885               17,459,135
GOODWILL - net                          11,000,585               11,192,133
                                 ------------------       ------------------

TOTAL                                  $33,189,756              $33,070,486
                                 ==================       ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                      $1,214,430               $1,068,347
  Accrued expenses                         621,820                1,064,993
  Current portion of notes payable       1,730,399                1,730,399
                                ------------------       ------------------
        TOTAL CURRENT LIABILITIES        3,566,649                3,863,739

NOTES PAYABLE - net of current portion   8,387,177                8,094,778
DEFERRED TAX LIABILITY                   6,527,084                6,639,584

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,
  18,852,508 and 18,834,032 shares
  issued and outstanding
  in 1999 and 1998 respectively         17,564,827               17,527,483
  Accumulated deficit                   (2,855,981)              (3,055,098)
                                ------------------       ------------------
        TOTAL STOCKHOLDERS' EQUITY      14,708,846               14,472,385
                                ------------------       ------------------

TOTAL                                  $33,189,756              $33,070,486
                                ==================       ==================

See Notes to Consolidated Financial Statements


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


                                                 Three months ended March 31,
                                                 1999                   1998
                                                 ----                   ----
Operating activities:
Net income                                    $199,117               $130,420
  Adjustments to reconcile net income
  to net cash used in operating activities:
    Deferred tax benefit                      (112,500)
    Depreciation and amortization              548,929                 44,310
Changes in assets and liabilities:
    Accounts receivable, net                  (818,143)              (527,487)
    Inventories                                 89,056                (40,948)
    Deposit in escrow                                0               (500,000)
    Prepaid expenses and other assets          (17,538)               (15,402)
    Accounts payable and accrued expenses     (297,090)               251,492
                                      -----------------      -----------------
Net cash used in operating activities         (408,169)              (657,615)
                                      -----------------      -----------------

Investing activities:
  Capital expenditures                         (42,229)               (50,957)
                                      -----------------      -----------------
Net cash used in investing activities          (42,229)               (50,957)
                                      -----------------      -----------------

Financing activities:
  Payments received on notes receivable
     issued for common stock                                          549,579
  Draws on line of credit                      650,000
  Cash received from exercise
  of stock options                              37,344                 39,927
  Payments on notes payable                   (357,601)
  Issuance of notes receivable                                        (17,000) 
                                     -----------------      -----------------
Net cash provided by financing 
      activities                               329,743                572,506
                                     -----------------      -----------------

Net decrease in cash                          (120,655)              (136,066)

Cash at beginning of period                    416,361                392,712
                                     -----------------      -----------------

Cash at end of period                         $295,706               $256,646
                                     =================      =================




See Notes to Consolidated Financial Statements







BOATRACS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements as of and for the three months ended March
31,  1999 and 1998 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 three months ended
March  31,  1999  are not  necessarily  indicative  of the  results  that may be
expected for any other interim period or for the year ending December 31, 1999.

NOTE 2 - BALANCE SHEET DETAILS

                                                 3/31/99               12/31/98

                                        ----------------       ----------------
Accounts receivable                           $3,202,747             $2,384,604
 Less allowance for doubtful accounts             64,200                 64,200
                                        ----------------       ----------------
                                              $3,138,547             $2,320,404
                                        ----------------       ----------------
Inventory:
 Raw materials                                 $ 343,091               $364,889
 Work in progress                                127,920                214,155
 Finished goods                                  124,670                105,693
                                        ----------------       ----------------
    
  Total                                         $595,681              $684,737
                                        ----------------       ----------------
Property - at cost:
 Computers and equipment                       $ 870,786              $835,320
 Furniture and fixtures                          218,668               211,905
 Leasehold improvements                           55,390                55,390
                                        ----------------       ----------------
                                               1,144,844             1,102,615
      Less accumulated depreciation              440,409               364,278
                                       
                                        ----------------       ----------------
                                               $ 704,435              $738,337
                                        ----------------       ----------------
 Goodwill                                    $11,633,203           $11,633,203
      Less accumulated amortization              632,618               441,070
                                        ----------------       ----------------
                                             $11,000,585           $11,192,133

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

  Patent                                     $18,000,000           $18,000,000
      Less accumulated amortization              822,115               540,865
                                        ----------------       ----------------
                                             $17,177,885           $17,459,135

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

Depreciation  expense was $76,137 and $23,159 for the three  months  ended March
31, 1999 and 1998,  respectively.  Amortization expense was $472,792 and $21,151
for the three months ended March 31, 1999 and 1998, respectively.

NOTE 3 - 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 10,154,865) of common stock on behalf of
certain selling stockholders,  including (1) QUALCOMM,  Inc., a major supplier 
of the Company,  (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 became effective May 11, 1999.

NOTE 4 - 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 March 31, 1999,  there were  1,904,000  options
outstanding under the plan.

NOTE 5 - GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION

The Company  operates what  management  believes to be two  reportable  business
segments:   Communications  and  Video  Compression.  The  Company's  reportable
segments  are  strategic  business  units  that  offer  different  products  and
services.  They are managed separately based on fundamental differences in their
operations.

The  Communications  segment  consists  of the  operations  of  Boatracs,  Inc.,
Boatracs  (Europe)  B.V. and  Oceantracs,  Inc.,  as well as the  operations  of
BOATRACS Gulfport.  The Communications segment has exclusive distribution rights
in the  United  States  for  marine  application  of  the  OmniTRACS  system  of
satellite-based  communication and tracking systems manufactured by QUALCOMM. In
addition,  the Company's wholly owned  subsidiaries,  Boatracs (Europe) B.V. and
Oceantracs, Inc. have agreements with QUALCOMM'S authorized service providers in
Europe and Canada for marine  distribution  of  OmniTRACS in parts of Europe and
Canada.  BOATRACS  Gulfport is a provider of software  applications  and service
solutions  to the  commercial  work  boat and  petroleum  industries,  including
customers of Boatracs.

The Video  Compression  segment consists of the operations of Enerdyne which the
Company  acquired  in July 1998.  Enerdyne  is a  provider  of  versatile,  high
performance digital video compression  products to the government and commercial
markets.   In  the  first   quarter  of  1998,   there  was  only  one  segment:
Communications.

Information  by industry  segment  for the  quarter  ended March 31, 1999 is set
forth below.






                                                                   Video
                         Communications     Compression        Consolidated
                        ---------------    ------------       -------------
Revenues                    $ 1,631,624    $  1,435,676          $3,067,300
Income from operations           43,702         246,600             290,302
Interest revenue                  1,613             932               2,545
Interest expense                  2,304         202,426             204,730
Depreciation and
amortization                     72,651         476,278            $548,929
Total assets                $ 3,077,774     $30,111,982         $33,189,756

The Company has two foreign  subsidiaries:  Boatracs  (Europe)  B.V.  and 
Oceantracs  Inc.  Boatracs  (Europe)  B.V. is located in The Netherlands and 
provides  communication  services to the European market.  Oceantrac Inc. 
provides  communication  services in Eastern Canada.  In addition,  Enerdyne
has limited  foreign  sales.  The following  table presents  revenues and long
lived assets  (excluding goodwill)  for each of the geographical areas in
which the Company operates:

                    3/31/99                               3/31/98
                -------------------------     ---------------------------
                               Long-                              Long-
                               Lived                              Lived
                 Revenues      Assets           Revenues         Assets
                --------    ------------        ---------       -------
United States  $2,953,530    $17,786,732       $1,927,725        $206,610
International     113,770         95,588           75,063          45,051
                ---------     ----------      -----------       ---------
     Total     $3,067,300    $17,882,320       $2,002,788        $251,661
           


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

Overview

The Company has two main business units:
         1.  BOATRACS, Inc. ("BOATRACS"), and
         2.  Enerdyne Technologies, Inc. ("ENERDYNE"), a wholly owned subsidiary

The Company earns revenue  primarily  from four sources:  (a) sales of satellite
based communications equipment and software, and additional complementary and/or
modified equipment created or procured by BOATRACS for marine  application;  (b)
data transmission and messaging  charges;  (c) software license fees and charges
for custom software development solutions and (d) development and sales of video
compression products.

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, 1998.


For the three months ended March 31, 1999 and 1998

Total revenues for the quarter ended March 31, 1999,  were  $3,067,300 an
increase of $1,064,512 or 53.2% as compared to total revenues
of $2,002,788 for the quarter ended March 31, 1998.

Communications  systems  revenues,  which  consist of revenues  from the sale of
BOATRACS  systems and related software were $553,209 or 18.0% of total revenues,
a  decrease  of  $639,006  or 53.6%  compared  to  $1,192,215  or 59.5% of total
revenues in the first  quarter of 1998.  The decrease in  communication  systems
revenues compared to the same period of the prior year, reflects decreased sales
in the United States in the amount of $573,379 or 77%,  primarily due to timing.
The sales cycle of communication systems is not even throughout the year and the
sales process can take a considerable amount of time.

Data  transmission  and  messaging  revenues  were  $1,078,415 or 35.2% of total
revenues,  an increase  of  $267,842  or 33.0%  compared to $810,573 or 40.5% of
total revenues in the first quarter of 1998.  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 in the past year.

Video compression  revenues in the amount of $1,435,676 or 46.8% of total
revenues,  represent revenues from Enerdyne which the Company acquired on
July 7, 1998.

Communications systems expenses were $343,152 or 62.0% of communications systems
revenues for the quarter  ended March 31, 1999, a decrease of $415,926 or 54.8%,
compared to $759,078 which represented 63.7% of communications  systems revenues
in the corresponding  quarter of the prior year. The dollar decrease in expenses
primarily reflects the decrease in communication systems sales.

Data  transmission  and  messaging  expenses  were  $445,604  or  41.3%  of data
transmission  and  messaging  revenues for the quarter  ended March 31, 1999, an
increase of $2,736 or 1%, compared to $442,868 which  represented  54.6% 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 increase in gross
margin percentage in the first quarter of 1999 in the amount of 13% is primarily
due to a change in the billing  structure  from the service  provider and also a
reduction  in costs from the  service  provider  during the second half of 1998.
Video compression expenses were $371,292 in the first quarter which was 25.9% of
video compression revenues.

Selling,  general and administrative  expenses were $1,616,950 or 52.7% of total
revenues  for the  quarter  ended  March 31,  1999,  an  increase of $913,693 or
129.9%,   compared  to  $703,257  or  35.1%  of  total  revenues  in  the  prior
corresponding  quarter. The increased dollar amount is primarily attributable to
increases in operating  expenses in connection  with the acquisition of Enerdyne
Technologies,  Inc. in July 1998.  Salary  expenses  increased due to additional
employees  in the amount of $236,043 or 48%,  rent  increased by $44,069 or 60%,
insurance increased by $32,843 or 57% and travel increased by $26,798 or 35% all
due to additional staff and expenses related to the  acquisitions.  In addition,
amortization of goodwill and a patent was $472,792 in the first quarter of 1999.
Depreciation increased by $52,292 or 69%.

Earnings  before  interest,  taxes,  depreciation  and  amortization  for the
quarter  ended March 31, 1999 were  $838,544  compared to $120,746 in the first 
quarter of 1998.

Interest  expense  in the  amount  of  $204,730  for the first  quarter  of 1999
primarily  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 $111,000 in the quarter  ended
March 31, 1999 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 March 31,  1999 was  $295,706,  a  decrease  of
$120,655  compared to the December  31, 1998 cash balance of $416,361.  At March
31, 1999, working capital was $806,677 an increase of $989,535 from the negative
working  capital of $182,858 at December 31, 1998.  Cash of $408,169 was used in
operating activities,  cash of $42,229 was used in investing activities and cash
of $329,743 was provided by  financing  activities  in the first three months of
1999.

On December 29, 1998,  the Company  signed a promissory  note with a bank in the
amount of $4,250,000 and used the proceeds to pay down a portion of a $8,000,000
note issued in connection with the acquisition of Enerdyne. The interest rate on
the  promissory  note is 7.75% per  annum  and will be paid  over five  years in
monthly  payments of $70,833.  In addition,  the Company  entered into a line of
credit  agreement  with the bank of borrow up to $750,000  at an  interest  rate
equal to the  lender's  prime rate which was 7.75% on  December  29,  1998.  The
agreement  expires on December 29,  2000.  The amount drawn on the line at March
31, 1999 was $650,000.

Accounts  receivable  net of an allowance for  uncollectible  amounts  increased
$818,143 to  $3,138,547  at March 31, 1999 from  $2,320,404 at December 31, 1998
due  primarily  to the timing and  increase  of total  sales.  Property,  net of
accumulated depreciation,  was $704,435 at March 31, 1999, a decrease of $33,902
due primarily to depreciation expense in the first quarter of 1999. Goodwill and
patent, net of amortization, decreased by $191,548 and $281,250 respectively due
to amortization expense in the first quarter of 1999.

Accounts  payable were  $1,214,430  at March 31,  1999,  an increase of $146,083
compared to a balance of  $1,068,347  at December  31,  1998.  Accrued  expenses
decreased  by  $443,173  at March 31, 1999 to  $621,820  from  $1,064,993.  When
combining these two accounts,  the change is a $297,090  decrease.  The combined
decrease  is due  primarily  to a  decrease  in  vendor  payables  due  to  less
communication  systems sold in the first  quarter of 1999 compared to the fourth
quarter of 1998.  In addition  there was a reduction of accrued  salaries in the
amount of approximately $50,000 due to the timing of payroll. Short-term portion
of notes payable in the amount of $1,730,399 relates to the promissory note to a
bank  entered into in December  1998 and notes owing to the  previous  owners of
ENERDYNE.

The Company anticipates making capital expenditures in excess of $200,000 during
1999. 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  substantial  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 this 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 has spent a total of $15,000 to date and anticipates that the total cost
to complete the conversion will be approximately $25,000 and will be included in
operations as incurred.

The Company does not have a contingency plan,  however  management is continuing
to  evaluate  and assess the impact of the year 2000 issue and will  report when
the assessment is complete.

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

The Company is not aware of any current or pending  legal  proceedings  to which
the Company is a party.

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 May 11, 1999,  the Company  held its Annual  Meeting of  Shareholders  at the
corporate office.

The following directors were elected:
                                            FOR                      AGAINST
Michael Silverman                          16,477,347                 1,942
Jon Gilbert                                16,470,347                 8,942
Giles Bateman                              16,477,347                 1,942
Luis Maizel                                16,477,347                 1,942
Mitchell  Lynn                             16,470,347                 8,942
Scott  Boden                               16,477,347                 1,942
Thomas Bernard                             16,477,347                 1,942

The following proposals were adopted at the meeting:
1.  Amendments to the BOATRACS, Inc. 1996 Stock Option Plan increasing the 
number of shares available to 4,000,000 from 2,000,000 and to make additional 
amendments to conform the Plan to the requirements of Internal Revenue Code
Section 422 and the California Securities Rules.
For:              Against:          Abstain:                  Non-vote:
13,679,863        39,503              4,852                  4,883,290

2.  To consider and act upon a change in the Company name to Advanced Remote
Communications Solutions, Inc.
For:              Against:          Abstain:                  Non-vote:
16,062,016        8,372              15,576                  2,521,544

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).







                                   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,  1999                                      /s/ MICHAEL SILVERMAN
Date                                                MICHAEL SILVERMAN
                                                    CHAIRMAN OF THE BOARD


May 14, 1999                                       /s/ JON GILBERT
Date                                                PRESIDENT AND  CHIEF
                                                    EXECUTIVE OFFICER

May 14, 1999                                       /s/ JOHN O'BRYANT        
Date                                               CHIEF FINANCIAL OFFICER