SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1996
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
COMARCO, Inc.
SAVINGS AND RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
COMARCO, Inc.
22800 Savi Ranch Parkway, Suite 214
Yorba Linda, CA 92887
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS
(Including Supplemental Schedules)
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
Page
----
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits
as of December 31, 1996 and 1995 4
Statements of Changes in Net Assets Available for Plan
Benefits for the Years Ended December 31, 1996, 1995 and 1994 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES
Schedule 1 - Item 27a - Schedule of Assets Held for Investment 13
Purposes As of December 31, 1996
Schedule 2 - Item 27d- Schedule of Reportable Transactions
Year Ended December 31, 1996 14
The additional schedules required under the Employee Retirement Income Security
Act of 1974 and regulations issued by the Department of Labor are not presented
because they are not applicable or are not a required disclosure.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
COMARCO, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the COMARCO, Inc. Savings and Retirement Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statements of changes in net assets
available for plan benefits for each of the years in the three-year period ended
December 31, 1996. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for each of the years in the three-year period ended December 31, 1996,
in conformity with generally accepted accounting principles.
Our audits of the Plan's financial statements as of December 31, 1996 and 1995,
and for each of the years in the three-year period ended December 31, 1996 were
made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules of Assets Held for Investment
Purposes and Reportable Transactions are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements,
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
McLean, Virginia
April 11, 1997
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
1996 1995
---- ----
ASSETS
Cash and cash equivalents (Note 4) $ 27,000 $ 167,000
Employer contributions receivable - 70,000
Employee contributions receivable - -
Interest and dividends receivable - 2,000
Investment in 203,836 shares in 1996 and
187,351 shares in 1995 of COMARCO common
stock, at fair value (Note 4) 3,720,000 2,717,000
Investment in mutual funds, at fair value (Note 4) 10,925,000 8,252,000
Investment in investment contracts,
at contract value (Notes 4 and 5) 629,000 852,000
Participant Loans 314,000 218,000
----------- -----------
Total Assets 15,615,000 12,278,000
LIABILITIES
Fees payable (Note 7) - 4,000
----------- -----------
Net assets available for plan benefits $ 15,615,000 $ 12,274,000
========== ===========
See accompanying notes to the financial statements.
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
Net assets available for plan benefits,
beginning of year $ 12,274,000 $ 11,157,000 $ 9,276,000
---------- ---------- ---------
Additions:
Contributions:
Employer Regular 526,000 599,000 566,000
Employer SCA - - 4,000
Employee 1,326,000 1,498,000 1,156,000
Rollovers (Note 3) 1,100,000 - -
Interest and dividends 215,000 164,000 324,000
Realized and unrealized appreciation
of investments 1,732,000 2,571,000 1,710,000
-------------- ------------ ------------
Total additions 4,899,000 4,832,000 3,760,000
-------------- ------------ ------------
Deductions:
Plan distributions 1,441,000 2,571,000 1,527,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) - 1,078,000 -
Realized and unrealized depreciation
of investments 38,000 - 266,000
Administrative expenses (Note 7) 79,000 66,000 86,000
-------------- ------------ -------------
Total deductions 1,558,000 3,715,000 1,879,000
-------------- ------------ -------------
Net assets available for plan benefits,
end of year $ 15,615,000 $ 12,274,000 $ 11,157,000
================= =============== ================
See accompanying notes to the financial statements.
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
1. Description of the Plan
The following description of the COMARCO, Inc. Savings and Retirement Plan
(Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General. The Plan is a defined contribution plan covering
substantially all full-time employees of COMARCO, Inc. ("the Company"
or "the Plan Sponsor") who have three months of service and are age 20
1/2 or older. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Contributions. Employee contributions to the Plan may range from 1% to
15% of eligible earnings. The Company contributes 100% of the first 3%
of earnings that a participant contributes to the Plan. Service
Contract Act (SCA) contributions represent employer contributions of
health and welfare benefits as required for certain Company employees
covered by the SCA. The Company began making required SCA employee
benefit payments in cash in 1994, rather than as Plan contributions.
All forfeitures of terminated participants' non-vested accounts are
used to offset Plan expenses. In addition, the Company may, at its
discretion, make an additional contribution each year to the Plan.
Participant Accounts. Each participant's account is credited with the
participant's contribution and the Company's matching contribution
plus Plan earnings less Plan expenses not paid by the Company.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account. At December 31,
1996 and 1995, 764 and 458 participants, respectively, had assets in
the Plan.
Loans. Effective January 1, 1995, the Plan permits participants to
obtain loans from their account balances, subject to certain IRS
limitations. The loans are repaid over fixed time periods.
Vesting. Participants are vested at all times in their voluntary
contributions and, in certain circumstances, the matching Company
contributions plus actual earnings thereon. Company contributions
generally vest over a 7 year graded vesting schedule. Exceptions to
this graded vesting are the Company contributions which are invested
in the Company's Stock-100 Fund, as well as SCA contributions, which
are immediately 100% vested. (The Stock 100 Fund is no longer an
investment option for the participants).
Payment of Benefits. On termination of service, a participant may
elect to receive either a lump-sum amount equal to the value of his or
her account, annual installments, or monthly annuity payments.
Participants with accrued benefits greater than $3,500 may elect to
delay receiving benefits until reaching age 65.
Investment Options. Participant contributions to the Plan are made to
one of the seven investment options (Stable Value, Long Term Bond,
Small Cap Growth, Large Cap Growth, Large Cap Value, International, or
Company Stock) as designated by the participant. All investment
options other than COMARCO shares are provided through the Smith
Barney TRAK program, and consist of fund shares.
2. Significant Accounting Policies
Basis of Accounting - The Plan prepares its financial statements
on the accrual basis of accounting.
Reclassification - Certain prior year amounts have been
reclassified to conform to the 1996 presentation.
Payment of Benefits - Benefits are recorded when paid.
Investment Valuation and Income Recognition - The Plan's
investments are stated at fair value in the accompanying
statements of net assets available for plan benefits except for
its investment in investment contracts, which are valued at
their respective contract values. Fair value is determined based
on quoted market prices. The difference between cost and fair
value of investments is recognized as a realized gain or loss at
the date of disposition using the first-in, first-out method.
Purchases and dispositions are recorded on a trade-date basis.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of additions
and deductions during the reporting period. Actual results could
differ from those estimates.
3. Employee Stock Option Plan
The assets of the Plan prior to January 1, 1995 included shares of Company
stock formerly held in the Company's Employee Stock Option Plan ("ESOP"),
which were combined into the Savings and Retirement Plan. In 1995, the
Company received approval from the Internal Revenue Service to terminate
the ESOP, and consequently the former ESOP shares were transferred from the
Savings and Retirement Plan back to the ESOP. In 1996, the ESOP was
terminated and a majority of the participants elected to roll their ESOP
shares into the Savings and Retirement Plan.
4. Investments
All amounts contributed to the Plan have been deposited with the Funding
Agent, SBS Trust. The following table presents the fair values of
investments. Investments that represent 5% or more of the Plan's net assets
are separately identified.
December 31, 1996 December 31, 1995
----------------- -----------------
Identity of Party and Shares or Carrying Shares or Carrying
Description of Asset Principal Amount Amount Principal Amount Amount
--------------------- ---------------- -------- ---------------- --------
Cash and Cash Equivalents:
SBS Short Term Investment Fund $ 27,000 $ 167,000
Investments:
Guaranteed Investment Contracts: Various 629,000 852,000
------- -------
Total Investment Contracts 629,000 852,000
------- -------
Mutual Funds:
CGCM Small Cap Growth Fund 134,000 2,195,000 95,000 1,490,000
CGCM Large Cap Growth Fund 138,000 1,963,000 104,000 1,275,000
CGCM Large Cap Value Fund 188,000 2,303,000 151,000 1,652,000
CGCM International Fund 123,000 1,238,000 91,000 952,000
CGCM Long Term Bond 94,000 776,000 105,000 893,000
CGCM Stable Value Fund 261,000 2,450,000 226,000 1,990,000
--------- ---------
Total Mutual Funds 10,925,000 8,252,000
---------- ---------
Participant Loans 314,000 218,000
COMARCO common stock 204,000 3,720,000 187,000 2,717,000
--------- ---------
Total Investments $ 15,615,000 $ 12,206,000
========== ==========
5. Investment Contracts
The Stable Value option is a blend of individual investment contracts
(purchased by COMARCO and not yet matured) and the Consulting Group Capital
Markets (CGCM) Stable Value Fund. The contracts are included in the
financial statements at contract value, which approximates fair value.
Contract value represents contributions made under the contract, plus
earnings, less administrative expenses. Investment contracts in the Stable
Value Fund are considered fully benefit responsive, as they provide
reasonable access to the funds by the Plan's participants, with a liquidity
guarantee. The average yields earned on guaranteed investment contracts for
the years ended December 31, 1996 and 1995 were 5.1% in each year.
6. Changes in Net Assets by Investment Program
The changes in net assets by investment program for the years ended
December 31, 1994, 1995 and 1996 are as follows:
Stable Value Equity Growth Balanced Stock Holding
Fund Fund Fund Fund Fund Total
------------ ------------- -------- ----- ------- -----
Net assets available
for plan benefits
January 1, 1994 $4,451,000 $1,263,000 $ 976,000 $2,582,000 $ 4,000 $ 9,276,000
Additions:
Contributions:
Employer 162,000 73,000 145,000 155,000 31,000 566,000
Employer SCA 4,000 -- -- -- -- 4,000
Employee 369,000 207,000 390,000 190,000 -- 1,156,000
Interest & dividends 157,000 66,000 101,000 -- -- 324,000
Realized & unrealized
appreciation of
investments 108,000 1,000 5,000 1,596,000 -- 1,710,000
Transfers between
Funds (61,000) (62,000) 146,000 (51,000) 28,000 --
Deductions:
Plan distributions 594,000 201,000 155,000 577,000 -- 1,527,000
Realized & unrealized
depreciation of
investments 13,000 82,000 156,000 15,000 -- 266,000
Administrative
expenses 9,000 -- -- -- 77,000 86,000
----------- ------------- ------------- ------------- ----------- ------------
Net assets available
for plan benefits
December 31, 1994 $4,574,000 $1,265,000 $1,452,000 $3,880,000 ($14,000) $11,157,000
========== ========== ========== ========== ========= ==========
6. Changes in Net Assets by Investment Program (continued)
Stable Value Equity Growth Balanced Stock Long Term
Fund Fund Fund Fund International Bond
-----------------------------------------------------------------------------------
Net assets available for plan benefits
January 1, 1995 $ 4,574,000 $1,265,000 $1,452,000 $3,880,000 - -
Additions:
Contributions:
Employer 101,000 - - 47,000 69,000 45,000
Employee 298,000 - - 108,000 207,000 141,000
Interest and dividends 44,000 - - 1,000 15,000 41,000
Realized and unrealized appreciation 138,000 - - 1,256,000 80,000 96,000
of investments
----------------------------------------------------------------------------------
Subtotal $ 581,000 $ - $ - $1,412,000 $ 371,000 $ 323,000
----------------------------------------------------------------------------------
Transfer between funds (1,373,000) (1,230,000) (1,378,000) (944,000) 671,000 751,000
Deductions:
Plan distributions 940,000 35,000 74,000 553,000 88,000 178,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) - - - 1,078,000 - -
Realized and unrealized depreciation
of investments - - - - - -
Administrative expenses - - - - 2,000 3,000
---------------------------------------------------------------------------------
Subtotal $ 940,000 $ 35,000 $ 74,000 $1,631,000 $ 90,000 $ 181,000
---------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1995 $ 2,842,000 $ - $ - $2,717,000 $ 952,000 $ 893,000
=================================================================================
6. Changes in Net Assets by Investment Program (table continued)
Large Cap Large Cap Small Cap Participant Holding/
Growth Value Growth Notes Other Total
----------------------------------------------------------------------------------
Net assets available for plan benefits
January 1, 1995 $ - - - - ($14,000) $11,157,000
Additions:
Contributions:
Employer 69,000 71,000 99,000 - 98,000 599,000
Employee 213,000 232,000 299,000 - - 1,498,000
Interest and dividends 6,000 36,000 - 8,000 13,000 164,000
Realized and unrealized application 266,000 343,000 392,000 - - 2,571,000
of investments
----------------------------------------------------------------------------------
Subtotal $ 554,000 $ 682,000 $ 790,000 $ 8,000 $ 111,000 $ 4,832,000
----------------------------------------------------------------------------------
Transfer between funds 936,000 1,225,000 927,000 210,000 205,000 -
Deductions:
Plan distributions 212,000 251,000 223,000 - 17,000 2,571,000
Transfer of shares to Employee Stock
Ownership Plan (Note 3) - - - - - 1,078,000
Realized and unrealized depreciation
of investments - - - - - -
Administrative expenses 3,000 4,000 4,000 - 50,000 66,000
---------------------------------------------------------------------------------
Subtotal $ 215,000 $ 255,000 $ 227,000 $ - $ 67,000 $ 3,715,000
----------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1995 $ 1,275,000 $1,652,000 $1,490,000 $ 218,000 $ 235,000 $12,274,000
==================================================================================
6. Changes in Net Assets by Investment Program (continued)
Stable Value Stock Long Term Large Cap Large Cap
Fund Fund International Bond Growth Value
----------------------------------------------------------------------------------
Net assets available for plan benefits
January 1, 1996 $ 2,842,000 $ 2,717,000 $ 952,000 $ 893,000 $1,275,000 $1,652,000
Additions:
Contributions:
Employer 84,000 63,000 82,000 39,000 112,000 88,000
Employee 174,000 99,000 183,000 83,000 256,000 210,000
Rollovers 11,000 1,066,000 16,000 1,000 2,000 1,000
Interest and dividends 53,000 - 15,000 53,000 11,000 61,000
Realized and unrealized application 125,000 622,000 39,000 - 300,000 319,000
of investments
----------------------------------------------------------------------------------
Subtotal $ 447,000 $ 1,850,000 $ 335,000 $ 176,000 $ 681,000 $ 679,000
----------------------------------------------------------------------------------
Transfer between funds 207,000 (606,000) 59,000 (205,000) 131,000 112,000
Deductions:
Plan distributions 407,000 241,000 103,000 46,000 117,000 131,000
Realized and unrealized depreciation
of investments - - - 38,000 - -
Administrative expenses 10,000 - 5,000 4,000 7,000 9,000
----------------------------------------------------------------------------------
Subtotal $ 417,000 $ 241,000 $ 108,000 $ 88,000 $ 124,000 $ 140,000
----------------------------------------------------------------------------------
Net assets available for plan benefits
December 31, 1996 $ 3,079,000 $3,720,000 $ 1,238,000 $ 776,000 $1,963,000 $2,303,000
==================================================================================
6. Changes in Net Assets by Investment Program (table continued)
Small Cap Participant Holding/
Growth Notes Other Total
-------------------------------------------------------
Net assets available for plan benefits
January 1, 1996 $ 1,490,000 $ 218,000 $ 235,000 $12,274,000
Additions:
Contributions:
Employer 156,000 - (98,000) 526,000
Employee 354,000 - (33,000) 1,326,000
Rollovers 3,000 - - 1,100,000
Interest and dividends - 22,000 - 215,000
Realized and unrealized appreciation 325,000 - 2,000 1,732,000
of investments
------------------------------------------------------
Subtotal $ 838,000 $ 22,000 $ (129,000) $ 4,899,000
------------------------------------------------------
Transfer between funds 158,000 88,000 56,000 -
Deductions:
Plan distributions 282,000 14,000 100,000 1,441,000
Realized and unrealized depreciation
of investments - - - 38,000
Administrative expenses 9,000 - 35,000 79,000
------------------------------------------------------
Subtotal $ 291,000 $ 14,000 $ 135,000 $ 1,558,000
------------------------------------------------------
Net assets available for plan benefits
December 31, 1996 $ 2,195,000 $ 314,000 $ 27,000 $15,615,000
======================================================
7. Expenses of the Plan
The Plan provides that all reasonable expenses for custodial costs and fees
incurred for the benefit of the Plan are to be paid by the Plan to the
extent they are not paid by the Company. Total Plan expenses of
approximately $79,000, $66,000 and $86,000 in 1996, 1995 and 1994
respectively, were paid by the Plan. Plan expenses accrued as of December
31, 1996 and 1995 are $0 and $4,000, respectively.
8.Income Tax Status
The Internal Revenue Service has determined and informed the Company by
letter dated February 9, 1995, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC).
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC.
9.Plan Termination
The Company intends to continue the plan indefinitely, but reserves the
right at any time to terminate the Plan subject to the provisions of ERISA.
Upon termination of the Plan, a participant's fund share shall become 100%
vested and shall become payable in accordance with the "payment of
benefits" article of the Plan.
10. Form 5500
The Form 5500 annual reports show benefits payable to terminated and
in-service participants as a liability. This liability amounts to
approximately $36,000 and $200,000 at December 31, 1996 and 1995,
respectively. At December 31, 1996 and 1995, no amounts were payable to
in-service employees. These benefits payable to plan participants are
disclosed as components of net assets available for benefits for terminated
and continuing participants rather than as a liability of the Plan in these
financial statements.
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1996
(a) (b) (c) (d) (e)
Identity of issue, Description of investment including
borrower, lessor maturity date, rate of interest, Current
or similar party collateral, par or maturity value Cost Value
------------------ ------------------------------------ ---- -------
* SBS TRUST Short Term Investment Fund 27,138 27,138
* CGCM Consulting Group Cap Mkts Fund 94,282 shares 745,653 775,938
of Long Term Bond Investments Fund
* CGCM Consulting Group Cap Mkts Fund 187,698 shares 1,869,703 2,303,050
of Large Cap Value Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 122,590 shares 1,243,861 1,238,164
of International Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 138,463 shares 1,606,649 1,963,406
of Large Cap Growth Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 134,023 shares 2,104,420 2,195,293
of Small Cap Growth Equity Investments Fund
* CGCM Consulting Group Cap Mkts Fund 261,125 shares 2,278,731 2,449,351
of Stable Value Investments Fund
* COMARCO, Inc. COMARCO, Inc. common stock 1,323,093 3,720,007
203,836 shares, quote $18.25
Pacific Corinthian Pacific Corinthian 129,791 129,791
Guaranteed Investment Contract,
5.14%, due 10/30/97
Pacific Corinthian Pacific Corinthian 404,758 404,758
Guaranteed Investment Contract,
5.14%, due 10/30/97
Pacific Corinthian Pacific Corinthian 94,847 94,847
Guaranteed Investment Contract,
5.14%, due 10/30/97
* SBS TRUST Participant Loans 313,488 313,488
COMARCO, Inc.
Various dates and rates of 9% to 10% ---------- ----------
12,142,132 15,615,231
========== ==========
* Party in interest
COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
Cost of Asset
Identity of Party Purchase Selling Cost of on Transaction Net Gain
Involved Description of Asset Price Price Asset Date or (Loss)
- -----------------------------------------------------------------------------------------------------------------------
Purchases:
Smith Barney Trust RDA Cash Reserve Account 3,623,340 --- 3,623,340 3,623,340 ---
Smith Barney Trust CGCM Small Cap Growth Fund 1,141,928 --- 1,141,928 1,141,928 ---
Smith Barney Trust CGCM Large Cap Growth Fund 733,539 --- 733,539 733,539 ---
Smith Barney Trust CGCM Large Cap Value Fund 741,334 --- 741,334 741,334 ---
Smith Barney Trust CGCM Stable Value Fund 1,103,677 --- 1,103,677 1,103,677 ---
Sales:
Smith Barney Trust RDA Cash Reserve Account --- 3,763,222 3,763,222 3,763,222 ---
Smith Barney Trust CGCM Stable Value Fund --- 767,379 721,264 767,379 46,115
This schedule of reportable transaction represents a series of transactions
involving the same issue during the year ended December 31, 1996, which amounts
in the aggregate to more than 5 percent ($614,000) of the fair value of total
plan assets as of January 1, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
COMARCO, Inc. SAVINGS AND RETIREMENT PLAN
BY:
----------------------------------------
Don M. Bailey
President & Chief Executive Officer
COMARCO, Inc.
DATE: June 13, 1997
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
COMARCO, Inc.:
We consent to the use of our report dated April 11, 1997, on the statements of
net assets available for plan benefits as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for plan benefits for the
years then ended for the COMARCO, Inc. Savings and Retirement Plan (the "Plan")
included in the Annual Report on Form 11-K relating to the Plan filed by
COMARCO, Inc. for the years ended December 31, 1996 and 1995, and to the
incorporation by reference of such report in the Registration Statement, as
amended, on Form S-8 pertaining to the Plan (File No.33-44943).
KPMG Peat Marwick LLP
McLean, Virginia
June 13, 1997