SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 11-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-5449
 
 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.
25541 Commercentre Drive, Suite 250
Lake Forest, CA 92630




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
 PageReport of Independent Registered Public Accounting Firm  2010 and 2009
    
    
    1Statements of Net Assets Available for Benefits  December 31, 2010 and 2009
    
    
    2Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2010 and 2009
    
    
    3Notes to Financial Statements
    
    
    4SUPPLEMENTAL SCHEDULESchedule 1  Schedule H, Line 4i  Schedule of Assets (Held at End of Year) 
December 31, 2010
    
    
    12All other schedules are omitted because they are not required or applicable pursuant to
ERISA and Department of Labor regulationsSIGNATURES
    
    
    13




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  1




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 December 31,2010
    
    
    2009ASSETSInvestments, at fair value (Note 3)
    
    $
    10,022,000
    
    
    $
    10,538,000Notes receivable from participants
    
    
    173,000
    
    
    
    91,000Total assets
    
    
    10,195,000
    
    
    
    10,629,000LIABILITIESPrepaid contributions
    
    
    
    
    
    
    13,000Net assets available for benefits, at fair value
    
    
    10,195,000
    
    
    
    10,616,000Adjustment from fair value to contract value
for fully benefit-responsive investment
contracts (Note 2)
    
    
    
    
    
    
    202,000Net assets available for benefits
    
    $
    10,195,000
    
    
    $
    10,818,000
  2




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##### 



COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 Years Ended December 31,2010
    
    
    2009Net assets available for benefits, beginning of year
    
    $
    10,818,000
    
    
    $
    11,889,000Additions:Contributions:Employer
    
    
    127,000
    
    
    
    144,000Employee
    
    
    211,000
    
    
    
    238,000Rollovers
    
    
    51,000
    
    
    
    Interest and dividends
    
    
    174,000
    
    
    
    136,000Net realized and unrealized appreciation of investments
    
    
    1,021,000
    
    
    
    2,302,000Other income
    
    
    2,000
    
    
    
    1,000Total additions
    
    
    1,586,000
    
    
    
    2,821,000Deductions:Plan distributions
    
    
    2,208,000
    
    
    
    3,891,000Administrative expenses
    
    
    1,000
    
    
    
    1,000Net realized and unrealized depreciation of investments
    
    
    
    
    
    
    Total deductions
    
    
    2,209,000
    
    
    
    3,892,000Net decrease
    
    
    (623,000
    )
    
    
    (1,071,000
    )Net assets available for benefits,
end of year
    
    $
    10,195,000
    
    
    $
    10,818,000
  3




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
 1. Description of the Plan
  General
  Contributions
  Participant Accounts
  Notes Receivable from Participants
  Hardship Withdrawals
  Vesting
  Forfeited Amounts
  4




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
 Payment of Benefits
  Investment Options
  2. Significant Accounting Policies
 Basis of Accounting
  Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans
  Non Distributed Benefits
  Valuation of Investments and Income Recognition
  Fair Value Measurements,
 5




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
    
    
    Level 1  Inputs to the valuation methodology are
quoted prices in active markets for identical assets or liabilities;Cash: The carrying value of cash approximates fair value
due to its relatively short-term nature.Common Stocks: These investments are valued at the
closing quoted market price reported on the active market on which the individual
securities are traded.Mutual Funds: These investments are public investment
securities valued using the Net Asset Value (NAV) provided by the investment
custodian. The NAV is based on the value of the underlying assets owned by the fund,
minus its liabilities, and then divided by the number of shares outstanding. The NAV
is a quoted price in an active market.
    
    Level 2  Inputs to the valuation methodology include:
 
    
    Quoted prices for similar assets or liabilities in active markets;
    
    Quoted prices for identical or similar assets or liabilities in inactive markets;
    
    Inputs other than quoted prices that are observable for the asset or liability;
    
    Inputs that are derived principally from or
corroborated by observable market data by correlation or other means.
 If the asset or liability has a specified (contractual) term, the Level 2 input must
be observable for substantially the full term of the asset or liability.Common/Collective Trust Funds: These investments are
public investment securities valued using the NAV provided by the investment
custodian. The NAV is quoted on a private market that is not active; however, the
unit price is based on the underlying investments. A majority of the investments
held by each fund are traded on an active market.
    
    Level 3  Inputs to the valuation methodology are
unobservable and supported by little or no market activity and are significant to the
fair value measurement.The Plan had no investments classified as level 3.
 6




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
 Use of Estimates
  Contribution Funding
  Notes Receivable from Participants
  Risks and Uncertainties
  New Accounting Pronouncements
 Reporting Loans to Participants by
Defined Contribution Pension Plans
  7




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
 3. Investments
  December 31,Identity of Party and
    
    2010
    
    
    2009Description of Asset
    
    Shares/ Units
    
    
    Fair Value
    
    
    Shares/ Units
    
    
    Fair ValueCash and Cash Equivalents:Accrued income
    
    
    
    
    
    $
    1,000
    
    
    
    
    
    
    $
    Cash
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Total Cash and cash equivalents
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    1,000Common/Collective Trust Fund:ML RET Preservation Trust
    
    
    
    
    
    
    
    
    
    
    2,963,000
    
    
    
    2,762,000
    *Wells Fargo Stable Value CL L
    
    
    20,000
    
    
    
    1,986,000
    *
    
    
    
    
    
    
    Mutual Funds:Loomis Sayles Bond Fund Admin
    
    
    5,000
    
    
    
    66,000
    
    
    
    7,000
    
    
    
    93,000Lord Abbett Small Cap Value FD P
    
    
    11,000
    
    
    
    338,000
    
    
    
    13,000
    
    
    
    320,000Prudential Jennison Natural Re
    
    
    1,000
    
    
    
    33,000
    
    
    
    
    
    
    
    American Cap World GR & INC
    
    
    9,000
    
    
    
    313,000
    
    
    
    7,000
    
    
    
    248,000American Growth FD of Amer R3
    
    
    45,000
    
    
    
    1,361,000
    *
    
    
    52,000
    
    
    
    1,391,000
    *American Income FD OF
    
    
    7,000
    
    
    
    114,000
    
    
    
    7,000
    
    
    
    105,000DWS Rreef Real Estate Sec
    
    
    2,000
    
    
    
    33,000
    
    
    
    2,000
    
    
    
    33,000DWS Dreman Small Cap Value
    
    
    7,000
    
    
    
    258,000
    
    
    
    5,000
    
    
    
    159,000BlackRock Infl Prot A
    
    
    1,000
    
    
    
    6,000
    
    
    
    
    
    
    
    BlackRock Govt Inc Port CL A
    
    
    39,000
    
    
    
    417,000
    
    
    
    45,000
    
    
    
    465,000Oppenheimer Dev Mkts FD CL A
    
    
    24,000
    
    
    
    887,000
    *
    
    
    26,000
    
    
    
    738,000
    *Mainstay Icap Select Eqty R2
    
    
    24,000
    
    
    
    841,000
    *
    
    
    24,000
    
    
    
    716,000
    *Pimco Total Return Fund CL A
    
    
    10,000
    
    
    
    104,000
    
    
    
    1,000
    
    
    
    12,000BlackRock
S&P 500 Index
    
    
    35,000
    
    
    
    534,000
    *
    
    
    34,000
    
    
    
    461,000Thornburg Inter Value FD A
    
    
    30,000
    
    
    
    834,000
    *
    
    
    37,000
    
    
    
    912,000
    *Fidelity Adv Small Cap FD CL T
    
    
    62,000
    
    
    
    1,523,000
    *
    
    
    64,000
    
    
    
    1,367,000
    *Janus Contrarian Fund CL A
    
    
    1,000
    
    
    
    14,000
    
    
    
    
    
    
    
    2,000Hartford Capital CL R4
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    Davis NY Venture FD CL A
    
    
    5,000
    
    
    
    178,000
    
    
    
    4,000
    
    
    
    138,000EV Worldwide Health Sciences
    
    
    10,000
    
    
    
    93,000
    
    
    
    11,000
    
    
    
    100,000Seligman Comm & Info FD CL A
    
    
    1,000
    
    
    
    30,000
    
    
    
    1,000
    
    
    
    27,000Total Mutual Funds
    
    
    
    
    
    
    7,984,000
    
    
    
    
    
    
    
    7,287,000Comarco, Inc. Common Stock
    
    
    121,000
    
    
    
    50,000
    
    
    
    181,000
    
    
    
    488,000Total Investments, at fair value
    
    
    
    
    
    $
    10,022,000
    
    
    
    
    
    
    $
    10,538,000
 
 *
    
    Represents 5% or more of Plan net assets. 8




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
  Years Ended December 31,2010
    
    
    2009Comarco, Inc. common stock
    
    $
    (302,000
    )
    
    $
    380,000Common/collective trust
    
    
    
    
    
    
    Mutual funds
    
    
    1,323,000
    
    
    
    1,922,000$
    1,021,000
    
    
    $
    2,302,000
  4. Fair Value Measurements
  Fair Value MeasurementsUsing Input TypeLevel 1
    
    
    Level 2
    
    
    TotalCash & cash equivalents
    
    $
    2,000
    
    
    $
    
    
    
    $
    2,000Common stocks  Comarco stock
    
    
    50,000
    
    
    
    
    
    
    
    50,000Mutual funds:Equity/stock funds
    
    
    7,397,000
    
    
    
    
    
    
    
    7,397,000Bond/fixed income funds
    
    
    587,000
    
    
    
    
    
    
    
    587,000Common/collective trust fund
    
    
    
    
    
    
    1,986,000
    
    
    
    1,986,000Total investments
measured at fair value
at December 31, 2010
    
    $
    8,036,000
    
    
    $
    1,986,000
    
    
    $
    10,022,000
 Fair Value MeasurementsUsing Input TypeLevel 1
    
    
    Level 2
    
    
    TotalCash
    
    $
    1,000
    
    
    $
    
    
    
    $
    1,000Common stocks -Comarco stock
    
    
    488,000
    
    
    
    
    
    
    
    488,000Mutual funds:Equity/stock funds
    
    
    6,717,000
    
    
    
    
    
    
    
    6,717,000Bond/fixed income
    
    
    570,000
    
    
    
    
    
    
    
    570,000Common/collective trust fund
    
    
    
    
    
    
    2,762,000
    
    
    
    2,762,000Total investments
measured at fair value
at December 31, 2009
    
    $
    7,776,000
    
    
    $
    2,762,000
    
    
    $
    10,538,000
 9




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
 5. Expenses of the Plan
  6. Income Tax Status
   7. Plan Termination
    8. Party-in-Interest
   10




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COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 AND 2009
 9. Reconciliation of Financial Statements to the Form 5500
  December 31,
    
    
    December 31,2010
    
    
    2009Net assets available for benefits per the financial statements
    
    $
    10,195,000
    
    
    $
    10,818,000Less: Adjustment from fair value to contract value for fully
benefit-responsive investment contracts
    
    
    
    
    
    
    (202,000
    )Net assets available for benefits, at fair value per the Form 5500
    
    $
    10,195,000
    
    
    $
    10,616,000
 Year Ended December 31,
    
    
    Year Ended December2010
    
    
    31, 2009Net decrease in net assets per the financial statements
    
    $
    (623,000
    )
    
    $
    (1,071,000
    )Add: Current year adjustment from fair value to
contract value for fully benefit-responsive investment
contracts
    
    
    
    
    
    
    (202,000
    )Less: Prior year adjustment from fair value to
contract value for fully benefit-responsive investment
contracts
    
    
    202,000
    
    
    
    521,000Net decrease in net assets per the Form 5500
    
    $
    (421,000
    )
    
    $
    (752,000
    )
 11




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Schedule 1
 COMARCO, INC.
SAVINGS AND RETIREMENT PLAN
Supplemental Schedule
Schedule H, Line 4i  Schedule of Assets (Held at End of Year)
December 31, 2010
FEIN: 95-2088894
Plan Number: 001
 (b)
    
    (c)Identity of issue,
    
    Description of investment including maturityborrower, lessor,
    
    date, rate of interest, collateral, par or
    
    (d)
    
    (e)(a)
    
    or similar party
    
    maturity value
    
    Cost
    
    Current Value*
    
    Merrill Lynch
    
    Cash
    
    **
    
    $
    2,000Wells Fargo
    
    WF Stable Value Class L,  19,855  shares
    
    **
    
    
    1,986,000Loomis Sayles
    
    Loomis Sayles Bond Fund Admin, 4,621 shares
    
    **
    
    
    66,000Lord Abbett
    
    Lord Abbett Small Cap Value FD P, 10,867 shares
    
    **
    
    
    338,000American Funds
    
    American Cap World GR & INC R3, 8,814 shares
    
    **
    
    
    313,000American Funds
    
    American Growth FD of Amer R3,  45,404 shares
    
    **
    
    
    1,361,000American Funds
    
    American Income FD OF, 6,907 shares
    
    **
    
    
    114,000DWS
    
    DWS Rreef Real Estate Sec, 1,890 shares
    
    **
    
    
    33,000DWS
    
    DWS Dreman Small Cap Value FD A, 7,012 shares
    
    **
    
    
    258,000Hartford
    
    Hartford Capital CL R4, 180 shares
    
    **
    
    
    7,000Mainstay
    
    Mainstay Icap Select Equity R2 23,913 shares
    
    **
    
    
    841,000BlackRock
    
    BlackRock Govt Inc Prot CL A, 38,553 shares
    
    **
    
    
    417,000BlackRock
    
    BlackRock S&P500 Index Fund, 34,723 shares
    
    **
    
    
    534,000BlackRock
    
    BlackRock Inflation Protection A, 563 shares
    
    **
    
    
    6,000Oppenheimer
    
    Oppenheimer Dev Mkts FD CL A, 24,325 shares
    
    **
    
    
    887,000Prudential
    
    Prudential Jennison Natural Resources, 584 shares
    
    **
    
    
    33,000Thornburg
    
    Thornburg Inter Value FD A, 29,759 shares
    
    **
    
    
    834,000Fidelity
    
    Fidelity Adv Small Cap FD CL T, 62,498 shares
    
    **
    
    
    1,523,000Davis
    
    Davis NY Venture FD CL A, 5,188 shares
    
    **
    
    
    178,000Pimco
    
    Pimco Total Return Fund CL A 9,531 shares
    
    **
    
    
    104,000Eaton Vance
    
    EV Worldwide Health Sciences, 9,912 shares
    
    **
    
    
    93,000Seligman
    
    Seligman Comm & Info FD CL A, 666shares
    
    **
    
    
    30,000Janus
    
    Janus Contrarian Fund, 947 shares
    
    **
    
    
    14,000*
    
    Comarco, Inc.
    
    Comarco, Inc. Common Stock 120,960 shares
    
    **
    
    
    50,00010,022,000*
    
    Plan Participants
    
    Notes receivable from participants Various dates and rates of 5.25%
    
    $0
    
    
    173,000$
    10,195,000
 
 *
    
    Party-in-interest**
    
    Historical cost information is not required for participant directed investment funds  12




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COMARCO, INC.
SIGNATURES
  COMARCO, INC. SAVINGS AND RETIREMENT PLAN/s/    Alisha K. CharltonAlisha K. CharltonVice President and Chief Accounting Officer
Comarco, Inc.  13




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Exhibit Index
 ExhibitNumber
    
    Description23.1
    
    Consent of Independent Registered Public Accounting Firm  Squar, Milner, Peterson, Miranda
& Williamson, LLP *
 
 *
    
    Filed herewith 14