As filed with the Securities and Exchange Commission on October 5, 1995
                                               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 92808
                                 (714) 282-3832
              ---------------------------------------------------
              (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                        1995 EMPLOYEE STOCK OPTION PLAN
                        ------------------------------- 
                            (Full title of the plan)

                                Thomas P. Baird
                            Chief Financial Officer
                                 COMARCO, INC.
                      22800 Savi Ranch Parkway, Suite 214
                         Yorba Linda, California 92808
                                 (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, 29th Floor
                         Los Angeles, California 90071

                        CALCULATION OF REGISTRATION FEE

Title of each                 Proposed        Proposed
 class 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     350,000       $11.00        $3,850,000         $1,327.59

(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
October 3, 1995.

<PAGE>
                                      II-5
                                    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, 1995 as filed with the Commission on April 28, 1995;

     (2)  The Quarterly Report of the Company on Form 10-Q for the quarter ended
          April 30, 1995 as filed with the Commission on June 14, 1995;

     (3)  The Quarterly Report of the Company on Form 10-Q for the quarter ended
          July 30, 1995 as filed with the Commission on September 13, 1995; 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.

4.1  Comarco, Inc. 1995 Employee Stock Option Plan.
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-5 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;

   (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 Las  Vegas,  State of  Nevada,  on this  27th day of
September, 1995.

                                 Comarco, Inc.




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


                                      
<PAGE>


         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  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/ Don M. Bailey              President, Chief Executive     September 26, 1995
- ---------------------------    Officer and Director
Don M. Bailey

/s/ Gen. Wilbur L. Creech        Director                     September 26, 1995
- ---------------------------
Gen. Wilbur L. Creech
 
/s/ Gerald D. Griffin            Director                     September 26, 1995
- ---------------------------
Gerald D. Griffin

/s/ Adm. Wesley L. McDonald      Director                     September 26. 1995
- ---------------------------
Adm. Wesley L. McDonald

/s/ Walter V. Sterling           Director                     September 26, 1995
- ---------------------------
Walter V. Sterling

/s/ Paul G. Yovovich             Director                     September 26, 1995
- ----------------------------
Paul G. Yovovich






70693.1
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As filed with the Securities and Exchange Commission on October 5, 1995
                                               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 92808
                                 (714) 282-3832
              ---------------------------------------------------
              (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                        1995 EMPLOYEE STOCK OPTION PLAN
                        ------------------------------- 
                            (Full title of the plan)

                                Thomas P. Baird
                            Chief Financial Officer
                                 COMARCO, INC.
                      22800 Savi Ranch Parkway, Suite 214
                         Yorba Linda, California 92808
                                 (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, 29th Floor
                         Los Angeles, California 90071

                        CALCULATION OF REGISTRATION FEE

Title of each                 Proposed        Proposed
 class 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     350,000       $11.00        $3,850,000         $1,327.59

(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
October 3, 1995.
II-5
                                    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, 1995 as filed with the Commission on April 28, 1995;

     (2)  The Quarterly Report of the Company on Form 10-Q for the quarter ended
          April 30, 1995 as filed with the Commission on June 14, 1995;

     (3)  The Quarterly Report of the Company on Form 10-Q for the quarter ended
          July 30, 1995 as filed with the Commission on September 13, 1995; 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.

4.1  Comarco, Inc. 1995 Employee Stock Option Plan.
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-5 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;

   (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 Las  Vegas,  State of  Nevada,  on this  27th day of
September, 1995.

                                 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  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/ Don M. Bailey              President, Chief Executive     September 26, 1995
- ---------------------------    Officer and Director
Don M. Bailey

/s/ Gen. Wilbur L. Creech        Director                     September 26, 1995
- ---------------------------
Gen. Wilbur L. Creech
 
/s/ Gerald D. Griffin            Director                     September 26, 1995
- ---------------------------
Gerald D. Griffin

/s/ Adm. Wesley L. McDonald      Director                     September 26. 1995
- ---------------------------
Adm. Wesley L. McDonald

/s/ Walter V. Sterling           Director                     September 26, 1995
- ---------------------------
Walter V. Sterling

/s/ Paul G. Yovovich             Director                     September 26, 1995
- ----------------------------
Paul G. Yovovich

70693.1