UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Amendment No. 1 to

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2008

Comarco, Inc.

(Exact name of registrant as specified in its charter)

000-05449

(Commission File Number)

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

25541 Commercentre Drive, Lake Forest, California	92630-8870
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 599-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On July 10, 2008, Comarco, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) disclosing that the Company’s Board of Directors acted on July 3, 2008 to confirm and approve the appointment of Samuel M. Inman III as the President and Chief Executive Officer of the Company and the appointment of Winston Hickman as the Company’s Vice President and Chief Financial Officer, and Treasurer. The Original Form 8-K is hereby amended to indicate that the action of the Board of Directors described therein was approved by a majority of the board members, but was opposed by directors LeBuhn and Sundius. All the independent directors other than directors LeBuhn and Sundius approved the action.

Item 7.01 Regulation FD Disclosure.

On July 15, 2008, the Company issued a press release announcing the appointments of Mr. Inman as the Company’s President and Chief Executive Officer and Mr. Hickman as the Company’s Vice President and Chief Financial Officer, and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 15, 2008.

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMARCO, INC. (Registrant)
Date: July 15, 2008	By:	/s/ Samuel M. Inman III
		Samuel M. Inman III President and Chief Executive Officer

-3-

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 15, 2008.

-4-