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, 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: 15,504,310 shares of
common stock as of November 12, 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        Nine Months Ended
                                September 30,            September 30,
                               1997        1996         1997        1996

REVENUES:
Communications systems       $788,844    $384,734     $1,924,192  $1,259,240
Data transmission & messaging 678,414     546,588      1,955,847   1,480,380    
	
      TOTAL REVENUES        1,467,258     931,322      3,880,039   2,739,620

COSTS AND EXPENSES:
Communications systems        459,022     236,953      1,214,405     812,991
Data transmission & messaging 338,772     285,226        985,552     801,236
Selling, general and
  administrative              647,547     642,730      1,847,908   1,809,860

      TOTAL COSTS AND
       EXPENSES             1,445,341   1,164,909      4,047,865   3,424,087

GAIN/(LOSS) FROM OPERATIONS    21,917    (233,587)      (167,826)   (684,467)

Interest income                 3,109       12,806         9,303      49,155

Interest expense                    0         (255)       (2,060)     (2,418)

NET INCOME/(LOSS)             $25,026    ($221,036)    ($160,583)  ($637,730)

NET EARNINGS/(LOSS) PER SHARE    $.00        ($.02)        ($.01)      ($.05)

WEIGHTED AVERAGE NUMBER 
OF SHARES OUTSTANDING      12,604,093   12,602,310    12,602,911  12,595,845   




See Notes to Financial Statements


<PAGE>

BOATRACS, INC.
BALANCE SHEETS
                                      September 30,         December 31,
ASSETS                                    1997                  1996
                                       (Unaudited)	
CURRENT ASSETS:
  Cash & cash equivalents               $393,448              $103,144
  Investment Securities                        0               425,852
  Accounts receivable -net               711,304               557,246
  Inventories                            130,140                92,118
  Prepaid expenses and other assets       72,224                73,710

        TOTAL CURRENT ASSETS           1,307,116             1,252,070

PROPERTY, at cost                        138,170               120,731

NOTES RECEIVABLE                         282,463               208,463

TOTAL                                 $1,727,749            $1,581,264

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued
   expenses                          $1,112,238               $796,666
  Note payable--stockholder              10,129 
  Short-term margin loan on securities                         139,268
  Deferred compensation- net                                    45,129

        TOTAL CURRENT LIABILITIES     1,122,367                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,
   12,604,310 and 12,602,310 shares
   issued and outstanding in 1997
   and 1996, respectively             4,212,925              4,210,925
  Accumulated deficit                (3,349,885)            (3,189,302)
  Note receivable for common
   stock issued                        (257,658)              (421,422)

        TOTAL STOCKHOLDERS' EQUITY      605,382                600,201

TOTAL                                $1,727,749             $1,581,264
		
See Notes to Financial Statements                                 

<PAGE>

BOATRACS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

                                      Nine months ended September 30,
                                            1997            1996

Operating activities:		
Net loss                               ($160,583)      ($637,730)
  Adjustments to reconcile net loss
  to net cash provided by (used in)
  operating activities:
    Depreciation                          40,440          26,719
    Write-off of equipment                 4,264
Changes in assets & liabilities:
    Accounts receivable, net            (154,058)       (287,166)
    Inventories                          (38,022)        (27,943)
    Prepaid expenses & other assets        1,486         (34,815)
    Accounts payable and accrued
      expenses                           315,572         179,357
Net cash provided by (used in)
 operating activities                      9,099        (781,578)

Investing activities:
  Capital expenditures                   (62,143)        (61,682)
  Net maturities of investment
   securities                            425,852         833,189
Net cash provided by investing
 activities                              363,709         771,507
 
Financing activities:
  Payments received on note
   receivable issued for common stock    163,764         144,683
  Short-term margin loan on securities	(139,268)
  Common stock issued for stock options    2,000 
  Issuance of notes receivable           (74,000)       (283,527)   
  Payments on long-term debt and capital
   lease obligation                      (35,000)           (708)
Net cash used in financing activities    (82,504)       (139,552)

Net increase (decrease) in cash          290,304        (149,623)

Cash at beginning of period              103,144         151,728

Cash at end of period                   $393,448          $2,105

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 September 30, 1997 and 1996
as of and for the nine 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 nine months ended September 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 EARNINGS PER SHARE

Net Earnings per share amounts are calculated by dividing net earnings
by the weighted-average number of common shares outstanding during each
period including common stock equivalents.  Net Earnings 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 September 30, 1997.

NOTE 3 - BALANCE SHEET DETAILS
                                         September 30,          December 31,  
                                             1997                   1996
                                          (Unaudited)

    Accounts Receivable                     $ 724,168              $ 570,780
      Less allowance for doubtful accounts    (12,864)               (13,534)
                                            $ 711,304              $ 557,246
    Property- at cost:
       Computers and equipment              $ 230,684              $ 226,650
       Leasehold Improvements                  37,656               _______  
                Sub-total                   $ 268,340              $ 226,650
        Less accumulated depreciation        (130,170)              (105,919)
                                            $ 138,170              $ 120,731

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

Depreciation expense was $40,440 for the nine months ended
September 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 $282,463 and $208,463 at September 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
October 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.  The balance at September 30, 1997 was $10,129.

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 third quarter of 1997, a total of $57,804 in discounts
had been earned reducing the receivable balance to $257,658, compared to the
third quarter of the prior year when $48,526 of discounts were earned
reducing the receivable balance to $460,296.

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 September 30, 1997, there
were 576,500 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 September 30, 1997, the Company elected not to
contribute to the Plan.

NOTE 9 - SUBSEQUENT EVENT

During October 1997, Jon Gilbert was nominated to the Board of Directors
and also named President and Chief Executive Officer.  Mr. Gilbert entered
into a Restricted Stock Purchase Agreement with the Company by which he will
purchase 2,900,000 shares of newly issued common stock for a total purchase
price of $2,320,000.


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

Overview

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

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 September 30, 1997 and 1996

Total revenues for the quarter ended September 30, 1997, were $1,467,258,
an increase of $535,936 or 57.6% as compared to total revenues of $931,322
for the quarter ended September 30, 1996.

Communications systems revenues, which consists of revenues from the sale
of BOATRACS systems and related software, were $788,844 or 53.8% of total
revenues, an increase of $404,110 or 105.0% compared to $384,734 or 41.3%
of total revenues in the third 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 $678,414 or 46.2% of total
revenues, an increase of $131,826 or 24.1% compared to $546,588 or 58.7%
of total revenues in the third 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 $459,022 or 58.2% of communications
systems revenues for the quarter ended September 30, 1997, an increase
of $222,069 or 93.7%, compared to $236,953 which represented 61.6% of
communications systems revenues in the corresponding quarter of the prior
year.  The dollar increase in expenses primarily reflects the increase in
sales of BOATRACS systems.  The decrease in communication systems expenses
as a percentage of communication systems revenues primarily reflects a
decrease in price from the Company's supplier.  Data transmission and
messaging expenses were $338,772 or 49.9% of data transmission and messaging
revenues for the quarter ended September 30, 1997, an increase of $53,546 or
18.8%, compared to $285,226 which represented 52.2% 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 and a continuing change in the customer mix.

Selling, general and administrative expenses were $647,547 or 44.1% of
total revenues for the quarter ended September 30, 1997, an increase of
$4,817 or .1%, compared to $642,730 or 69.0% of total revenues in the
prior corresponding quarter.  The increased dollar amount is primarily
attributable to increases in commissions, U.S. travel and the write-off
of certain prepaid consulting expenses, offset by 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 third quarter compared to the third quarter of the prior year.
The software development costs are written off as incurred.  A breakdown of
operating results for the third quarter 1997 on a geographical basis
reflects a pretax profit of approximately $305,000 for U.S. operations
before research and development expenses.

Interest income of $3,109 in the quarter ended September 30, 1997, represents
interest earned on investments.  This represents a decrease of $9,697 or
75.7%, compared to interest income of $12,806 in the third quarter of 1996.

For the nine months ended September 30, 1997 and 1996

Total revenues for the nine months ended September 30, 1997, were
$3,880,039, an increase of $1,140,419 or 41.6% as compared to total
revenues of $2,739,620 for the nine months ended September 30, 1996.

Communications systems revenues, which consists of revenues from the
sale of the BOATRACS system and related software, were $1,924,192 or
49.6% of total revenues, an increase of $664,952 or 52.8% compared to
$1,259,240 or 46.0% 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
and an increase in software and FuelMate sales in the first nine months
of 1997 compared to the same period in 1996.  Data transmission and
messaging revenues were $1,955,847 or 50.4% of total revenues, an
increase of $475,467 or 32.1% compared to $1,480,380 or 54.0% 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 $1,214,405 or 63.1% of communications
systems revenues for the nine months ended September 30, 1997, an increase
of $401,414 or 49.4%, compared to $812,991 which represented 64.6% 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 decrease in communications systems expenses as a
percentage of communications systems revenues is primarily due to less volume
discounts given to customers in 1997, compared to 1996, and a decrease in
the cost from the supplier commencing at the end of the second quarter.
Data transmission and messaging expenses were $985,552 or 50.4% of data
transmission and messaging revenues for the nine months ended
September 30, 1997, an increase of $184,316 or 23.0%, compared to
$801,236 which represented 54.1% 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 $1,847,908 or 47.6% of
total revenues for the nine months ended September 30, 1997, an increase of
$38,048 or 2.1%, compared to $1,809,860 or 66.1% 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, increases in certain office expenses and
the write-off of certain prepaid consulting 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
offset by a reduction in travel expenses compared to the prior period.
The Company also incurred costs in the development of software to
facilitate customer operations; however, these costs were reduced for the
nine months ending September 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 nine months ended September 30, 1997 on a geographical basis
reflects a pretax profit of approximately $643,000 for U.S. operations before
research and development expenses.

Interest income of $9,303 in the nine months ended September 30, 1997,
represents interest earned on cash invested.  This represents a decrease of
$39,852 or 81.1%, compared to interest income of $49,155 in the same period
of 1996.

Interest expense for the nine months ended September 30, 1997, was $2,060
or .05% of total revenues, a decrease of $358 compared to $2,418 which was
 .09% of total revenues in the prior corresponding period.

Liquidity and Capital Resources

The Company's cash balance at September 30, 1997 was $393,448, an increase
of $290,304 over the December 31, 1996 cash balance of $103,144.  At
September 30, 1997, working capital was $184,749, a decrease of $86,258
from the working capital of $271,007 at December 31, 1996.  Cash of $9,099
was provided by operating activities, cash of $365,709 was provided by
investing activities and cash of $84,504 was used in financing activities
in the first nine months of 1997.

Net accounts receivable increased $154,058 at September 30, 1997, compared
to December 31, 1996, due to the increased sales and data transmission and
messaging charges in the third quarter not yet paid for.  Inventory
increased $38,022 at September 30, 1997, compared to year-end primarily
due to the purchase of units for sale to potential European customers.
Prepaid expenses decreased by $1,486 primarily due to prepaid expenses to
consultants, which were written off in the third quarter of 1997, offset by
a deposit paid on a future sale.  Notes receivable increased $74,000 at
September 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 $315,572 at September 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 $163,764 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
$100,000 during 1997.  To date the Company has financed its working capital
needs through private loans, the issuance of stock (see note 9, Subsequent
Event) 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
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).
		10.10 Restricted Stock Purchase Agreement between
        Boatracs, Inc. and Jon Gilbert dated October 15, 1997
  10.11 Pledge Agreement between Boatracs, Inc. and Jon
        Gilbert dated October 15, 1997
  10.12 Promissory Note between Boatracs, Inc. and
        Jon Gilbert dated October 15, 1997






                                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 13,  1997                             /S/ MICHAEL SILVERMAN
Date                                               Michael Silverman
                                                   Chairman of the Board


November 13, 1997                              /S/ DALE FISHER           
Date                                               Dale Fisher
                                                   Chief Financial Officer