As filed with the Securities and Exchange Commission on September 11, 1996
                                               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.)

                      22800 Savi Ranch Parkway, Suite 214
                         Yorba Linda, California 92687
              ---------------------------------------------------
              (Address, including zip code, of registrant's
                           principal executive offices)

                          DIRECTOR STOCK OPTION PLAN
                        ------------------------------- 
                            (Full title of the plan)

                                  Don M. Bailey
                     President and Chief Executive Officer
                                 COMARCO, INC.
                      22800 Savi Ranch Parkway, Suite 214
                         Yorba Linda, California 92687
                                 (714) 282-3832
           ---------------------------------------------------------
           (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
                         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   Per Share(1)  Offering Price(1)        Fee
- -------------   ----------  -------------  -----------------   ------------
Common Stock,     125,000       $15.813       $1,976,625        $682.00
no par value      shares

(1)  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 on
September 5, 1996.

<PAGE>

                                      
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The  contents of the  Registrant's  Registration  Statement on Form S-8
(Registration  No.  33-45096)  are hereby  incorporated  by  reference  in their
entirety  except for those  Items  which are set forth  below,  which  Items are
hereby superseded and restated in their entirety as follows:


Item 5.  Interests of Named Experts and Counsel.

         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 Peat  Marwick  LLP.
24.1   Power of Attorney (included on Page II-3 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 Yorba Linda, State of California, on this 9th day of July, 1996.

                                      Comarco, Inc.




                                      By:  /s/ Don M. Bailey
                                           -------------------------------------
                                           Don M. Bailey
                                           President and Chief Executive Officer


     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       July 9, 1996
- ---------------------------    Officer and Director
Don M. Bailey                  (Principal Executive Officer)

/s/ Thomas P. Baird            Vice President and Chief         July 9, 1996
- ---------------------------    Financial Officer (Principal
Thomas P. Baird                Financial and Accounting
                               Officer)

/s/ Gerald D. Griffin          Chairman of the Board and        July 9, 1996
- ---------------------------    Director
Gerald D. Griffin

/s/ Adm. Wesley L. McDonald    Director                         July 9, 1996
- ---------------------------
Adm. Wesley L. McDonald

/s/ Gen. Wilbur L. Creech      Director                         July 9, 1996
- ---------------------------
Gen. Wilbur L. Creech

/s/ Paul G. Yovovich           Director                         July 9, 1996
- ----------------------------
Paul G. Yovovich
<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 Peat Marwick LLP.
24.1       Power of Attorney (included on Page II-3 hereto).






11940.1
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{"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": "333-11749", "film-number": "96628576"}, "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 September 11, 1996
                                               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.)

                      22800 Savi Ranch Parkway, Suite 214
                         Yorba Linda, California 92687
              ---------------------------------------------------
              (Address, including zip code, of registrant's
                           principal executive offices)

                          DIRECTOR STOCK OPTION PLAN
                        ------------------------------- 
                            (Full title of the plan)

                                  Don M. Bailey
                     President and Chief Executive Officer
                                 COMARCO, INC.
                      22800 Savi Ranch Parkway, Suite 214
                         Yorba Linda, California 92687
                                 (714) 282-3832
           ---------------------------------------------------------
           (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
                         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   Per Share(1)  Offering Price(1)        Fee
- -------------   ----------  -------------  -----------------   ------------
Common Stock,     125,000       $15.813       $1,976,625        $682.00
no par value      shares

(1)  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 on
September 5, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The  contents of the  Registrant's  Registration  Statement on Form S-8
(Registration  No.  33-45096)  are hereby  incorporated  by  reference  in their
entirety  except for those  Items  which are set forth  below,  which  Items are
hereby superseded and restated in their entirety as follows:

Item 5.  Interests of Named Experts and Counsel.

         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 Peat  Marwick  LLP.
24.1   Power of Attorney (included on Page II-3 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 Yorba Linda, State of California, on this 9th day of July, 1996.

                                      Comarco, Inc.

                                      By:  /s/ Don M. Bailey
                                           -------------------------------------
                                           Don M. Bailey
                                           President and Chief Executive Officer

     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       July 9, 1996
- ---------------------------    Officer and Director
Don M. Bailey                  (Principal Executive Officer)

/s/ Thomas P. Baird            Vice President and Chief         July 9, 1996
- ---------------------------    Financial Officer (Principal
Thomas P. Baird                Financial and Accounting
                               Officer)

/s/ Gerald D. Griffin          Chairman of the Board and        July 9, 1996
- ---------------------------    Director
Gerald D. Griffin

/s/ Adm. Wesley L. McDonald    Director                         July 9, 1996
- ---------------------------
Adm. Wesley L. McDonald

/s/ Gen. Wilbur L. Creech      Director                         July 9, 1996
- ---------------------------
Gen. Wilbur L. Creech

/s/ Paul G. Yovovich           Director                         July 9, 1996
- ----------------------------
Paul G. Yovovich
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 Peat Marwick LLP.
24.1       Power of Attorney (included on Page II-3 hereto).

11940.1