As filed with the Securities and Exchange Commission on May 18, 1999
                                     Registration No. 33-


                       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.)


                       1551 North Tustin Avenue, Suite 840
                           Santa Ana, California 92705
                  ---------------------------------------------
                  (Address, including zip code, of registrant's
                          principal executive offices)

                                  COMARCO, INC.
                             SHARE EXCHANGE PROGRAM
                            ------------------------
                            (Full title of the plan)

                                  Don M. Bailey
                      President and Chief Executive Officer
                                  COMARCO, INC.
                       1551 North Tustin Avenue, Suite 840
                           Santa Ana, California 92705
                                 (714) 796-1808
             --------------------------------------------------------
            (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           Amount          Maximum         Maximum           Amount of
securities to       to be      Offering Price     Aggregate        Registration
be registered   Registered(1)   Per Share(2)   Offering Price(2)        Fee
-------------   -------------  --------------  -----------------   ------------
Common Stock,     600,000          $19.88        $11,928,000          $3,316
no par value      shares

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933  (the  "Securities
Act"), this  registration  statement also covers, in  addition to  the number of
shares of Common Stock stated above,  such additional  shares of Common Stock to
be offered or issued to  prevent dilution resulting from future stock dividends,
stock splits, or similar transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant to Rule 457, based on the average of the high and low sales  prices for
the Company's Common Stock as reported on the Nasdaq National Market on  May 11,
1999.

<PAGE>
                                      
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Comarco, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (1)  The Company's  annual  report on Form 10-K for the  fiscal  year ended
January 31, 1999;

     (2)  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 16, 1988;
and

     (3)  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.

         Not applicable.

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.

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-4 hereto).


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, as amended (the "Securities Act");

                  (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; and

                  (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 with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  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 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 Commission,  such indemnification is against
public  policy  as  expressed  in  the   Securities   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  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  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 Santa Ana, State of California, on this 14th day of May, 1999. COMARCO, INC.


                                         By:  /s/ Don M. Bailey
                                         --------------------------------------
                                         Don M. Bailey,
                                         President, Chief Executive Officer and
                                         Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Don  M.   Bailey   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  may
lawfully do or cause to be done by virtue hereof.

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

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

 /s/ Don M. Bailey             President, Chief Executive       May 14, 1999
 --------------------------    Officer and Chairman
 Don M. Bailey                 of the Board  
                               (Principal Executive Officer)




/s/ Thomas P. Baird            Vice President and Chief         May 14, 1999
---------------------------    Financial Officer (Principal
Thomas P. Baird                Financial and Accounting
                               Officer)



/s/ Gerald D. Griffin          Director                         May 14, 1999
---------------------------
Gerald D. Griffin


                               Director                         May 14, 1999
---------------------------
Adm. Wesley L. McDonald


/s/ Gen. Wilbur L. Creech      Director                         May 14, 1999
---------------------------
Gen. Wilbur L. Creech


/s/ Paul G. Yovovich           Director                         May 14, 1999
---------------------------
Paul G. Yovovich


/s/ Thomas A. Franza           Director                         May 14, 1999
---------------------------
Thomas A. Franza



<PAGE>

                                  EXHIBIT INDEX
                                  -------------

 Exhibit No.         Description of Exhibit
 -----------         -----------------------

 
 5.1        Opinion of Riordan & McKinzie, A Professional Corporation.
23.1        Consent of Riordan & McKinzie (contained in Exhibit 5.1).
23.2        Consent of KPMG LLP.
24.1        Power of Attorney (included on Page II-4 hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17995}]
{"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": "333-78677", "film-number": "99629280"}, "business-address": {"street1": "22800 SAVI RANCH PARKWAY", "street2": "SUITE 214", "city": "YORBA LINDA", "state": "CA", "zip": "92687", "phone": "7142823832"}, "mail-address": {"street1": "8150 LEESBURG PIKE", "street2": "SUITE 500", "city": "VIENNA", "state": "VA", "zip": "22182"}}
As filed with the Securities and Exchange Commission on May 18, 1999
                                     Registration No. 33-

                       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.)

                       1551 North Tustin Avenue, Suite 840
                           Santa Ana, California 92705
                  ---------------------------------------------
                  (Address, including zip code, of registrant's
                          principal executive offices)

                                  COMARCO, INC.
                             SHARE EXCHANGE PROGRAM
                            ------------------------
                            (Full title of the plan)

                                  Don M. Bailey
                      President and Chief Executive Officer
                                  COMARCO, INC.
                       1551 North Tustin Avenue, Suite 840
                           Santa Ana, California 92705
                                 (714) 796-1808
             --------------------------------------------------------
            (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           Amount          Maximum         Maximum           Amount of
securities to       to be      Offering Price     Aggregate        Registration
be registered   Registered(1)   Per Share(2)   Offering Price(2)        Fee
-------------   -------------  --------------  -----------------   ------------
Common Stock,     600,000          $19.88        $11,928,000          $3,316
no par value      shares

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933  (the  "Securities
Act"), this  registration  statement also covers, in  addition to  the number of
shares of Common Stock stated above,  such additional  shares of Common Stock to
be offered or issued to  prevent dilution resulting from future stock dividends,
stock splits, or similar transactions.

(2)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
pursuant to Rule 457, based on the average of the high and low sales  prices for
the Company's Common Stock as reported on the Nasdaq National Market on  May 11,
1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Comarco, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (1)  The Company's  annual  report on Form 10-K for the  fiscal  year ended
January 31, 1999;

     (2)  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 16, 1988;
and

     (3)  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.

         Not applicable.

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.

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-4 hereto).

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, as amended (the "Securities Act");

                  (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; and

                  (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 with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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,  each  filing of the  registrant's  annual  report  pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the  Exchange  Act)  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 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 Commission,  such indemnification is against
public  policy  as  expressed  in  the   Securities   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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  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 Santa Ana, State of California, on this 14th day of May, 1999. COMARCO, INC.

                                         By:  /s/ Don M. Bailey
                                         --------------------------------------
                                         Don M. Bailey,
                                         President, Chief Executive Officer and
                                         Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Don  M.   Bailey   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  may
lawfully do or cause to be done by virtue hereof.

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

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

 /s/ Don M. Bailey             President, Chief Executive       May 14, 1999
 --------------------------    Officer and Chairman
 Don M. Bailey                 of the Board  
                               (Principal Executive Officer)

/s/ Thomas P. Baird            Vice President and Chief         May 14, 1999
---------------------------    Financial Officer (Principal
Thomas P. Baird                Financial and Accounting
                               Officer)

/s/ Gerald D. Griffin          Director                         May 14, 1999
---------------------------
Gerald D. Griffin

                               Director                         May 14, 1999
---------------------------
Adm. Wesley L. McDonald

/s/ Gen. Wilbur L. Creech      Director                         May 14, 1999
---------------------------
Gen. Wilbur L. Creech

/s/ Paul G. Yovovich           Director                         May 14, 1999
---------------------------
Paul G. Yovovich

/s/ Thomas A. Franza           Director                         May 14, 1999
---------------------------
Thomas A. Franza
EXHIBIT INDEX
                                  -------------

 Exhibit No.         Description of Exhibit
 -----------         -----------------------

 
 5.1        Opinion of Riordan & McKinzie, A Professional Corporation.
23.1        Consent of Riordan & McKinzie (contained in Exhibit 5.1).
23.2        Consent of KPMG LLP.
24.1        Power of Attorney (included on Page II-4 hereto).