SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                                FORM 10-KSB/A
                      (AMENDMENT NO. 1 To FORM 10-KSB)

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

For the fiscal year ended September 30, 2000. Commission file number 0-8936.

                       DATAMARINE INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)

                  Washington                          04-2454559
         (State or other jurisdiction             (I.R.S. Employer
       of incorporation or organization)         Identification No.)

         7030 220th S.W., Mountlake Terrace, Washington        98043
            (Address of principal executive offices)        (Zip Code)

     Registrant's telephone number, including area code:    (425) 771-2182

Securities registered pursuant to Section 12(g) of the Act:

                               Title of Class
                    Common Stock, with par value of $.01

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter periods 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
                                                       ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  X
                                             ---

The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of December 18, 2000 was approximately $1,078,000.

The number of shares of the Registrant's common stock outstanding as of
December 18, 2000 was 1,809,911 shares.

Datamarine International, Inc. hereby amends its annual report by adding
Part III information to comply with the 120 day filing requirement.

                                  PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information as of December 18, 2000 regarding each director is set
forth below, including such individual's age and principal occupation, a
brief account of business experience during at least the last five years,
and directorships held at other publicly held companies.

<TABLE>
<CAPTION>

                                               Director     Position with Company or Principal
                Name                    Age     Since      Occupation During the Past Five Years
                ----                    ---    --------    -------------------------------------


<S>                                     <C>      <C>       <C>
Nominated for a term ending in 2003:
Arthur P. Stasik                        64       2000      Since 1991, private investor, primarily
                                                           in specialized mobile radio. From 1960 to
                                                           1991, electronics engineer for the United
                                                           States Department of Defense.

Nominated for a term ending in 2004:
David C. Thompson                       71       1987      President and CEO of the Company since
                                                           October 1997. Secretary and Treasurer of
                                                           the Company since March 1996. Principal
                                                           Financial and Accounting Officer of the
                                                           Company from 1995 to October 1997.
                                                           President and CEO of SEA Inc., a wholly
                                                           owned subsidiary of the Company.
                                                           Previously President and CEO of Stephens
                                                           Engineering Associates, Inc., which was
                                                           acquired by the Company in 1986.

Nominated for a term ending in 2004:
Joseph L. Stephens                      42       2000      Since 1995, President of Millcreek
                                                           Management Corporation, a facility
                                                           management company for health care
                                                           providers. Since 1995, President of
                                                           Rehabilitation Centers, Inc., providers
                                                           of mental health services.

Serving for a term ending in 2002:
Stephen W. Frankel                      54       1997      Since 1996, self-employed private
                                                           investor. From 1988 through 1995, served
                                                           in various capacities including
                                                           President, COO, Chairman and CEO of
                                                           RETIX, a manufacturer of networking
                                                           products.
</TABLE>

                             Executive Officers

The names of the executive officers of the Company, their positions and
offices with the Company, and their ages are set forth below.

<TABLE>
<CAPTION>

Name                 Age    Office
----                 ---    ------

<S>                  <C>    <C>
David C. Thompson    71     President and Chief Executive Officer
Jan Kallshian        46     Chief Financial Officer
</TABLE>

David C. Thompson was named President and CEO of the Company in October
1997. Mr. Thompson has been Secretary and Treasurer of the Company since
March 1996, and served as the Company's Principal Financial and Accounting
Officer from 1995 to October 1997. Mr. Thompson is also President and CEO
of SEA Inc., a wholly owned subsidiary of the Company. Mr. Thompson was
previously President and CEO of Stephens Engineering Associates, Inc.,
which was acquired by the Company in 1986.

Jan Kallshian was named Chief Financial Officer of the Company in October
1997. Since April 1995 Mr. Kallshian has served as a consultant to the
Company which included performing the duties of the Chief Financial
Officer. Mr. Kallshian has over 18 years experience in the high technology
manufacturing industry and has held positions in finance and general
management. Mr. Kallshian is a CPA and was previously with the accounting
firm of Coopers & Lybrand.

           Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more
than ten percent of the Company's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
holders of Common Stock are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

Based upon a review of filings with the Securities and Exchange Commission
and written representations that no other reports were required, the
Company believes that all of the Company's directors and executive officers
complied during fiscal 2000 with the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION

The following table summarizes compensation information for the last three
fiscal years for the Company's Chief Executive officer and each of the
Company's executive officers other than the Chief Executive Officer who
were serving as executive officers of the Company at the end of the fiscal
year (collectively, the "Named Executive Officers").

Summary Compensation Table

<TABLE>
<CAPTION>

                                                                      Long Term
                                                                       Compen-
                                                                        sation
                                   Annual Compensation                  Awards
                       ------------------------------------------    -----------
                                                          Other                        All
                                                          Annual                      Other
                                                          Compen-                    Compen-
Name and Principal                                        sation        Stock         sation
    Position(s)        Year    Salary ($)    Bonus ($)    ($) (1)    Options (#)       ($)
------------------     ----    ----------    ---------    -------    -----------     -------

<S>                    <C>      <C>              <C>        <C>        <C>          <C>
David C. Thompson      2000     129,010          -          -          29,632       3,019 (2)
President and Chief    1999     116,991          -          -               -       3,510 (2)
Executive Officer      1998     115,608          -          -               -       3,408 (2)

Jan Kallshian,         2000     117,650          -          -               -           -
Chief Financial        1999     110,923          -          -               -           -
Officer                1998     109,070          -          -               -           -

<FN>
--------------------
<F1>  The dollar value of perquisites and other personal benefits for each
      of the named executive officers was less than the established
      reporting thresholds..
<F2>  Represents amounts contributed by the Company under its 401(k) Plan.
</FN>
</TABLE>

                      Option Grants in Last Fiscal Year

The following table sets forth certain information regarding the grants of
stock options to each of the Named Executive Officers during the fiscal
year ended September 30, 2000.

<TABLE>
<CAPTION>


                        Number of       Percent of Total
                       Securities            Options
                       Underlying          Granted to       Exercise or        Market
                     Options Granted      Employees in      Base Price     Price at Date    Expiration
       Name                (#)             Fiscal Year         ($/Sh)         of Grant         Date
------------------------------------------------------------------------------------------------------

<S>                       <C>                <C>               <C>             <C>            <C>
David C. Thompson         29,632             29.10%            $0.75           $0.75          6/6/10
</TABLE>

             Aggregated Option Exercises in Last Fiscal Year and
                        Fiscal Year End Option Values

The following table sets forth information on option exercises by the Named
Executive Officers during the fiscal year ended September 30, 2000 and the
value of unexercised options held by the Named Executive Officers on
September 30, 2000.

<TABLE>
<CAPTION>
                                                Number of Shares Underlying
                                                   Unexercised Options at       Value of Unexercised Options
                        Shares                     September 30, 2000 (#)       at September 30, 2000 ($) (1)
                     Acquired On      Value     ----------------------------    -----------------------------
      Name             Exercise     Realized    Exercisable    Unexercisable    Exercisable     Unexercisable
-------------------------------------------------------------------------------------------------------------

<S>                      <C>          <C>          <C>              <C>           <C>               <C>
David C. Thompson        None         None         74,264           -             $59,379           -

<FN>
--------------------
<F1>  Value of unexercised options represents the difference between the
      exercise prices of the stock options and the closing price ($2.4375
      per share) of the Company's Common Stock on the OTCBB on September
      29, 2000 the last trading day of the Company's fiscal year. Only in-
      the-money options are considered in the calculation.
</FN>
</TABLE>

                          Compensation of Directors

Each non-employee director of the Company receives a fee of $500 per
quarter plus $400 for each meeting of the Board of Directors attended. In
addition, each non-employee director who serves on a committee of the Board
receives $300 for each committee meeting attended (other than on the day of
a Board meeting). Directors also receive reimbursement for out-of-pocket
expenses relating to attendance at Board or committee meetings. Effective
March 1996, each non-employee director also receives an immediately
exercisable option to purchase 2,000 shares of the Company's Common Stock
as of the date of each of the annual meetings of the Board of Directors.
Such options have a per share exercise price equal to the fair market value
of the Company's Common Stock at the time the option is granted.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 18, 2000 there were 1,809,911 shares of Common Stock issued
and outstanding, plus 3,869,740 shares of Common Stock subscribed and paid,
for a total of 5,679,651 shares. The following table sets forth information
regarding the beneficial ownership of the Company's Common Stock (on the
basis of 5,679,651 shares) as of December 18, 2000 by (a) each person known
by the Company to beneficially own more than five percent of the
outstanding shares of Common Stock, (b) each director of the Company who
beneficially owns any shares,(c) each Named Officer (see "Executive
Compensation"), and (d) all directors and officers as a group.

<TABLE>
<CAPTION>

                              Name and Address                   Amount and Nature of      Percent
Title of Class               of Beneficial Owner               Beneficial Ownership (1)    of Class
--------------               -------------------               ------------------------    --------

<S>               <C>                                                <C>                    <C>
Common Stock      Joseph L. Stephens, Director                         419,582 (2)           7.4%
                  7030 220th St. SW
                  Mountlake Terrace WA 98043

Common Stock      Arthur P. Stasik, Director                           409,500 (3)           7.2%
                  7030 220th St. SW
                  Mountlake Terrace WA 98043

Common Stock      David C. Thompson, President and Director            310,193 (4)           5.4%
                  7030 220th St. SW
                  Mountlake Terrace WA 98043

Common Stock      Stephen W. Frankel, Director                         137,096 (5)           2.4%
                  7030 220th St. SW
                  Mountlake Terrace WA 98043

Common Stock      Jan Kallshian, Chief Financial Officer                63,249 (6)           1.1%
                  7030 220th St. SW
                  Mountlake Terrace WA 98043

Common Stock      All Directors and Executive Officers               1,212,538              21.0%
                   as a group (5 persons)

<FN>
--------------------
<F1>  Represents shares of Common Stock held and/or options held by such
      individuals that were exercisable at December 18, 2000 or within 60
      days thereafter.
<F2>  Represents 10,000 shares held of record, 292,500 shares subscribed
      and paid, and 117,082 shares held in trust for the Company's Employee
      Investment Plan for which Mr. Stephens serves as a co-trustee.
<F3>  Represents 409,500 shares subscribed and paid.
<F4>  Represents 88,289 shares held of record, 74,264 shares subject to
      presently exercisable stock options, 30,558 shares subject to
      presently exercisable Common Stock warrants, and 117,082 shares held
      in trust for the Company's Employee Investment Plan for which Mr.
      Thompson serves as a co-trustee.
<F5>  Represents 121,076 shares held of record, 6,000 shares subject to
      presently exercisable stock options and 10,020 shares subject to
      presently exercisable Common Stock warrants.
<F6>  Represents 46,569 shares held of record, 10,000 shares subject to
      presently exercisable stock options and 6,680 shares subject to
      presently exercisable Common Stock warrants.
</FN>
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 2000 the Company made principal repayments of $2,865 and
additional borrowings of $462,865 on subordinated loans from David
Thompson, the Company's President. During the year the Company made
interest payments on the loans of $33,409. The balance owed to Mr. Thompson
on the loans at September 30, 2000 was $812,000. In connection with the
same loans, Mr. Thompson was granted 8,834 $0.10 and 10,000 $0.01 warrants
to purchase shares of the Company's Common Stock. The fair value of those
warrants at the grant date, calculated using the Black-Scholes model, was
$26,415.

                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                       DATAMARINE INTERNATIONAL, INC.

By: /s/ DAVID C. THOMPSON
    ----------------------
David C. Thompson
President, Chief Executive Officer and Director    January 5, 2001

By: /s/ JAN KALLSHIAN
    ----------------------
Jan Kallshian
Chief Financial Officer                            January 5, 2001

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.

By: /s/ STEPHEN W. FRANKEL
    ----------------------
Stephen W. Frankel, Chairman of the Board          January 5, 2001

By: /s/ ARTHUR STASIK
    ----------------------
Arthur Stasik, Director                            January 5, 2001

By: /s/ JOSEPH STEPHENS
    ----------------------
Joseph Stephens, Director                          January 5, 2001