As filed with the Securities and Exchange Commission on July 27, 2000
                                Registration No.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  COMARCO, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        California                                           95-2088894
-------------------------------                          ------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                                   2 Cromwell
                            Irvine, California 92618
                                 (949) 599-7400
               ---------------------------------------------------
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                         1995 EMPLOYEE STOCK OPTION PLAN
                             (as restated June 2000)
                         -------------------------------
                            (Full title of the plan)

                                 Daniel R. Lutz
                             Chief Financial Officer
                                  COMARCO, INC.
                                   2 Cromwell
                            Irvine, California 92618
                                 (949) 599-7400
             --------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   Copies to:
                             Roger H. Lustberg, Esq.
                               Riordan & McKinzie
                       300 South Grand Avenue, 29th Floor
                          Los Angeles, California 90071


                         CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
Title of each          Amount       Maximum          Maximum          Amount of
class of securities    to be      Offering Price    Aggregate       Registration
to be registered     Registered    Per Share(1)   Offering Price(1)     Fee
------------------   ----------   --------------  ----------------- ------------

Common Stock          200,000       $33.625         $6,725,000        $1,775.00

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule  457(c),  based on the average of the high and low sales prices
on July 20, 2000.





                                      II-7
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this Registration
Statement:

         (1)  The Annual Report of the Company on Form 10-K for the fiscal  year
              ended  January 31, 2000 as  filed with the Commission on April 28,
              2000;

         (2)  The Quarterly  Report  of the Company on Form 10-Q for the quarter
              ended  April 30, 2000 as filed  with  the Commission  on  June 14,
              2000;

         (3)  The Definitive Proxy Statement of the  Company on Schedule 14A, as
              filed with the Commission on May 22, 2000; and

         (4)  Description of the Company's Common Stock contained in Exhibit 3.1
              of Amendment No. 1 to the Quarterly  Report of the Company on Form
              10-Q for the  quarter  ended  July 31,  1988,  as filed  with  the
              Commission on November 23, 1988.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange  Act,  and prior to the filing of a  post-effective
amendment to the  Registration  Statement  that  indicates  that all  securities
offered hereby have been sold or that deregisters all such securities  remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in any document  incorporated or deemed to be  incorporated by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed to constitute a part of this  Prospectus,  except
as so modified or superseded.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed  upon  for  the  Company  by  Riordan  &  McKinzie,  a  Professional  Law
Corporation, Los Angeles, California.

Item 6.  Indemnification of Directors and Officers.

         The Company is a  California  corporation.  The  Company's  Articles of
Incorporation  and Bylaws  provide for the  indemnification  of the officers and
directors of the Company to the full extent permitted by law. Section 317 of the
General  Corporation  Law of the State of  California  ("GCL")  provides  that a
California  corporation has the power to indemnify its officers and directors in
certain circumstances.

         Subdivision  (b) of Section 317 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party or is  threatened  to be made a party to any  proceeding  (other than an
action by or in the  right of the  corporation  to  procure  a  judgment  in its
favor),  against  expenses,  judgments,  fines,  settlements,  and other amounts
actually and  reasonably  incurred in  connection  with the  proceeding  if such
director or officer acted in good faith and in a manner  reasonably  believed to
be in the best  interests  of the  corporation  and,  in the case of a  criminal
proceeding,  had no reasonable  cause to believe the conduct of such director or
officer was unlawful.

         Subdivision  (c) of Section 317 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party or is  threatened  to be made a party  to any  threatened,  pending,  or
completed  action by or in the right of the corporation to procure a judgment in
its favor, against expenses actually and reasonably incurred by such director or
officer  in  connection  with the  defense or  settlement  of the action if such
director or officer acted in good faith,  in a manner believed to be in the best
interests   of  the   corporation   and  its   shareholders,   except   that  no
indemnification may be made in respect of any claim, issue or matter as to which
such  director  or  officer  shall  have  been  adjudged  to be  liable  to  the
corporation  in the  performance  of such  director's  or officer's  duty to the
corporation and its  shareholders,  unless and only to the extent that the court
in which the proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, such director or officer is fairly
and  reasonably  entitled to indemnity  for expenses and then only to the extent
that the court shall  determine or of  settlement  amounts and expenses  paid in
connection   with  pending   actions   disposed  of  without   court   approval.
Indemnification  under  Section  317 may only be made in a specific  case upon a
determination  that the director or officer has met the  applicable  standard of
conduct.

         Section 317 further  provides  that to the extent a director or officer
of the corporation has been successful in the defense of any proceeding referred
to in subdivision  (b) or (c) or in the defense of any claim,  issue,  or matter
therein, such director or officer shall be indemnified against expenses actually
and reasonably  incurred by him in connection  therewith;  that  indemnification
provided  for by Section  317 shall not be deemed  exclusive  of any  additional
rights to which the indemnified party may be entitled;  and that the corporation
shall have power to purchase and  maintain  insurance on behalf of a director or
officer of the corporation against any liability asserted against or incurred by
such  director or officer in such  capacity or arising out of his status as such
whether or not the  corporation  would have the power to  indemnify  him against
that liability under Section 317.

         The  Company's  Articles of  Incorporation  currently  provide that the
liability  of the  director  for monetary  damages  shall be  eliminated  to the
fullest extent  permissible  under  California law. The Company's Bylaws provide
for  indemnification of the officers and directors of the Company to the maximum
extent permitted by law. Subdivision (a)(10) of Section 204 of the GCL, provides
that  such  exculpation  from  liability  may not be  afforded  (i) for  acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation  of law,  (ii) for acts or  omissions  that a director  believes to be
contrary to the best interests of the  corporation or its  shareholders  or that
involve  the  absence of good faith on the part of the  director,  (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless  disregard for the director's duty to the
corporation  or its  shareholders  in  circumstances  in which the  director was
aware, or should have been aware, of a risk of serious injury to the corporation
or its  shareholders,  (v) for acts or omissions  that  constitute  an unexcused
pattern of inattention  that amounts to an abdication of such director's duty to
the corporation or its shareholders,  (vi) under Section 310 of the GCL or (vii)
under Section 316 of the GCL.

Item 7.  Exemptions from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

Exhibit
Number                     Document

4.1      COMARCO, Inc. 1995 Employee Stock Option Plan (as restated June 2000).*
5.1      Opinion of Riordan & McKinzie as  to  the legality  of the Common Stock
         registered hereby.
23.1     Consent of  Riordan  & McKinzie - contained  in  the opinion  filed  as
         Exhibit 5.1.
23.2     Consent of KPMG LLP.
24.1     Power of Attorney (included on Page II-5 hereto).


*  Incorporated  by reference  to Exhibit A to COMARCO,  Inc.  Definitive  Proxy
Statement on Schedule 14A (pages 21 to 27), as filed with the  Commission on May
22, 2000 (File No. 000-05449).


Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

                  (i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

         Provided  however,  that  paragraphs (i) and (ii) above do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


         Insofar as indemnification  for liabilities under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Irvine,  State of  California,  on this 27th day of
July, 2000.

                                  COMARCO, Inc.




                                   By:  /s/ THOMAS A. FRANZA
                                        --------------------
                                        Thomas A. Franza
                                        President and Chief Executive Officer


<PAGE>


                                POWER OF ATTORNEY


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Thomas A. Franza his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this  Registration  Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


     Signature                           Title                     Date
     ---------                           -----                     ----


/s/ THOMAS A. FRANZA              President, Chief Executive
--------------------------        Officer and Director
Thomas A. Franza                                               July 27, 2000


/s/ DON M. BAILEY                 Director
--------------------------
Don M. Bailey                                                  July 27, 2000


/s/ GEN. WILBUR L. CREECH         Director
-------------------------                                      July 27, 2000
Gen. Wilbur L. Creech


/s/ GERALD D. GRIFFIN             Director
------------------------
Gerald D. Griffin                                              July 27, 2000




----------------------             Director
Jeffrey R. Hultman                                             July 27, 2000


<PAGE>


                                  COMARCO, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS


Exhibit
Number                     Document

4.1*   COMARCO, Inc. 1995 Employee Stock Option Plan (as restated June 2000).
5.1    Opinion of Riordan & McKinzie  as  to the  legality  of  the Common Stock
       registered hereby.
23.1   Consent of Riordan & McKinzie - contained in the opinion filed as Exhibit
       5.1.
23.2   Consent of KPMG LLP.
24.1   Power of Attorney (included on Page II-5 hereto).


*  Incorporated  by reference  to Exhibit A to COMARCO,  Inc.  Definitive  Proxy
Statement on Schedule 14A (pages 21 to 27), as filed with the  Commission on May
22, 2000 (File No. 000-05449).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18667}]
{"company-data": {"conformed-name": "COMARCO INC", "cik": "0000022252", "assigned-sic": "8711", "irs-number": "952088894", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42350", "film-number": "680066"}, "business-address": {"street1": "1551 NORTH TUSTIN AVENUE", "street2": "SUITE 840", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "7147961808"}, "mail-address": {"street1": "8150 LEESBURG PIKE", "street2": "SUITE 500", "city": "VIENNA", "state": "VA", "zip": "22182"}}
As filed with the Securities and Exchange Commission on July 27, 2000
                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                  COMARCO, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

        California                                           95-2088894
-------------------------------                          ------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                                   2 Cromwell
                            Irvine, California 92618
                                 (949) 599-7400
               ---------------------------------------------------
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                         1995 EMPLOYEE STOCK OPTION PLAN
                             (as restated June 2000)
                         -------------------------------
                            (Full title of the plan)

                                 Daniel R. Lutz
                             Chief Financial Officer
                                  COMARCO, INC.
                                   2 Cromwell
                            Irvine, California 92618
                                 (949) 599-7400
             --------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             Roger H. Lustberg, Esq.
                               Riordan & McKinzie
                       300 South Grand Avenue, 29th Floor
                          Los Angeles, California 90071

                         CALCULATION OF REGISTRATION FEE

                                    Proposed         Proposed
Title of each          Amount       Maximum          Maximum          Amount of
class of securities    to be      Offering Price    Aggregate       Registration
to be registered     Registered    Per Share(1)   Offering Price(1)     Fee
------------------   ----------   --------------  ----------------- ------------

Common Stock          200,000       $33.625         $6,725,000        $1,775.00

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule  457(c),  based on the average of the high and low sales prices
on July 20, 2000.

                                      II-7
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this Registration
Statement:

         (1)  The Annual Report of the Company on Form 10-K for the fiscal  year
              ended  January 31, 2000 as  filed with the Commission on April 28,
              2000;

         (2)  The Quarterly  Report  of the Company on Form 10-Q for the quarter
              ended  April 30, 2000 as filed  with  the Commission  on  June 14,
              2000;

         (3)  The Definitive Proxy Statement of the  Company on Schedule 14A, as
              filed with the Commission on May 22, 2000; and

         (4)  Description of the Company's Common Stock contained in Exhibit 3.1
              of Amendment No. 1 to the Quarterly  Report of the Company on Form
              10-Q for the  quarter  ended  July 31,  1988,  as filed  with  the
              Commission on November 23, 1988.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange  Act,  and prior to the filing of a  post-effective
amendment to the  Registration  Statement  that  indicates  that all  securities
offered hereby have been sold or that deregisters all such securities  remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in any document  incorporated or deemed to be  incorporated by reference  herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed to constitute a part of this  Prospectus,  except
as so modified or superseded.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby has been
passed  upon  for  the  Company  by  Riordan  &  McKinzie,  a  Professional  Law
Corporation, Los Angeles, California.

Item 6.  Indemnification of Directors and Officers.

         The Company is a  California  corporation.  The  Company's  Articles of
Incorporation  and Bylaws  provide for the  indemnification  of the officers and
directors of the Company to the full extent permitted by law. Section 317 of the
General  Corporation  Law of the State of  California  ("GCL")  provides  that a
California  corporation has the power to indemnify its officers and directors in
certain circumstances.

         Subdivision  (b) of Section 317 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party or is  threatened  to be made a party to any  proceeding  (other than an
action by or in the  right of the  corporation  to  procure  a  judgment  in its
favor),  against  expenses,  judgments,  fines,  settlements,  and other amounts
actually and  reasonably  incurred in  connection  with the  proceeding  if such
director or officer acted in good faith and in a manner  reasonably  believed to
be in the best  interests  of the  corporation  and,  in the case of a  criminal
proceeding,  had no reasonable  cause to believe the conduct of such director or
officer was unlawful.

         Subdivision  (c) of Section 317 of the GCL  empowers a  corporation  to
indemnify any director or officer, or former director or officer,  who was or is
a party or is  threatened  to be made a party  to any  threatened,  pending,  or
completed  action by or in the right of the corporation to procure a judgment in
its favor, against expenses actually and reasonably incurred by such director or
officer  in  connection  with the  defense or  settlement  of the action if such
director or officer acted in good faith,  in a manner believed to be in the best
interests   of  the   corporation   and  its   shareholders,   except   that  no
indemnification may be made in respect of any claim, issue or matter as to which
such  director  or  officer  shall  have  been  adjudged  to be  liable  to  the
corporation  in the  performance  of such  director's  or officer's  duty to the
corporation and its  shareholders,  unless and only to the extent that the court
in which the proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, such director or officer is fairly
and  reasonably  entitled to indemnity  for expenses and then only to the extent
that the court shall  determine or of  settlement  amounts and expenses  paid in
connection   with  pending   actions   disposed  of  without   court   approval.
Indemnification  under  Section  317 may only be made in a specific  case upon a
determination  that the director or officer has met the  applicable  standard of
conduct.

         Section 317 further  provides  that to the extent a director or officer
of the corporation has been successful in the defense of any proceeding referred
to in subdivision  (b) or (c) or in the defense of any claim,  issue,  or matter
therein, such director or officer shall be indemnified against expenses actually
and reasonably  incurred by him in connection  therewith;  that  indemnification
provided  for by Section  317 shall not be deemed  exclusive  of any  additional
rights to which the indemnified party may be entitled;  and that the corporation
shall have power to purchase and  maintain  insurance on behalf of a director or
officer of the corporation against any liability asserted against or incurred by
such  director or officer in such  capacity or arising out of his status as such
whether or not the  corporation  would have the power to  indemnify  him against
that liability under Section 317.

         The  Company's  Articles of  Incorporation  currently  provide that the
liability  of the  director  for monetary  damages  shall be  eliminated  to the
fullest extent  permissible  under  California law. The Company's Bylaws provide
for  indemnification of the officers and directors of the Company to the maximum
extent permitted by law. Subdivision (a)(10) of Section 204 of the GCL, provides
that  such  exculpation  from  liability  may not be  afforded  (i) for  acts or
omissions  that  involve  intentional  misconduct  or  a  knowing  and  culpable
violation  of law,  (ii) for acts or  omissions  that a director  believes to be
contrary to the best interests of the  corporation or its  shareholders  or that
involve  the  absence of good faith on the part of the  director,  (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless  disregard for the director's duty to the
corporation  or its  shareholders  in  circumstances  in which the  director was
aware, or should have been aware, of a risk of serious injury to the corporation
or its  shareholders,  (v) for acts or omissions  that  constitute  an unexcused
pattern of inattention  that amounts to an abdication of such director's duty to
the corporation or its shareholders,  (vi) under Section 310 of the GCL or (vii)
under Section 316 of the GCL.

Item 7.  Exemptions from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number                     Document

4.1      COMARCO, Inc. 1995 Employee Stock Option Plan (as restated June 2000).*
5.1      Opinion of Riordan & McKinzie as  to  the legality  of the Common Stock
         registered hereby.
23.1     Consent of  Riordan  & McKinzie - contained  in  the opinion  filed  as
         Exhibit 5.1.
23.2     Consent of KPMG LLP.
24.1     Power of Attorney (included on Page II-5 hereto).

*  Incorporated  by reference  to Exhibit A to COMARCO,  Inc.  Definitive  Proxy
Statement on Schedule 14A (pages 21 to 27), as filed with the  Commission on May
22, 2000 (File No. 000-05449).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

                  (i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

         Provided  however,  that  paragraphs (i) and (ii) above do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification  for liabilities under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Irvine,  State of  California,  on this 27th day of
July, 2000.

                                  COMARCO, Inc.

                                   By:  /s/ THOMAS A. FRANZA
                                        --------------------
                                        Thomas A. Franza
                                        President and Chief Executive Officer
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Thomas A. Franza his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this  Registration  Statement,  and to file the same, with
all exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                           Title                     Date
     ---------                           -----                     ----

/s/ THOMAS A. FRANZA              President, Chief Executive
--------------------------        Officer and Director
Thomas A. Franza                                               July 27, 2000

/s/ DON M. BAILEY                 Director
--------------------------
Don M. Bailey                                                  July 27, 2000

/s/ GEN. WILBUR L. CREECH         Director
-------------------------                                      July 27, 2000
Gen. Wilbur L. Creech

/s/ GERALD D. GRIFFIN             Director
------------------------
Gerald D. Griffin                                              July 27, 2000

----------------------             Director
Jeffrey R. Hultman                                             July 27, 2000
COMARCO, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
Number                     Document

4.1*   COMARCO, Inc. 1995 Employee Stock Option Plan (as restated June 2000).
5.1    Opinion of Riordan & McKinzie  as  to the  legality  of  the Common Stock
       registered hereby.
23.1   Consent of Riordan & McKinzie - contained in the opinion filed as Exhibit
       5.1.
23.2   Consent of KPMG LLP.
24.1   Power of Attorney (included on Page II-5 hereto).

*  Incorporated  by reference  to Exhibit A to COMARCO,  Inc.  Definitive  Proxy
Statement on Schedule 14A (pages 21 to 27), as filed with the  Commission on May
22, 2000 (File No. 000-05449).