Exhibit 3.2
 AMENDED AND RESTATED BYLAWS
 Restated as of August 1, 1996, June 26, 2001, February 4, 2003, April 10, 2007,
 July 17, 2007, March 1, 2008, March 10, 2008, June 24, 2008, February 18, 2009 and 
August 20, 2009
 COMARCO, INC.
 August 20, 2009




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TABLE OF CONTENTS
 PageARTICLE I APPLICABILITY
    
    
    1Section 1. Applicability of Bylaws
    
    
    1ARTICLE II OFFICES
    
    
    1Section 1. Principal Executive Office
    
    
    1Section 2. Other Offices
    
    
    1Section 3. Change in Location or Number of Offices
    
    
    1ARTICLE III MEETINGS OF SHAREHOLDERS
    
    
    1Section 1. Place of Meetings
    
    
    1Section 2. Annual Meetings
    
    
    2Section 3. Special Meetings
    
    
    2Section 4. Notice of Annual, Special or Adjourned Meetings
    
    
    2Section 5. Record Date
    
    
    3Section 6. Quorum; Action at Meetings
    
    
    4Section 7. Adjournment
    
    
    4Section 8. Validation of Defectively Called, Noticed or Held Meetings
    
    
    4Section 9. Voting for Election of Directors
    
    
    5Section 10. Proxies
    
    
    5Section 11. Inspectors of Election
    
    
    6Section 12. No Action by Written Consent
    
    
    6Section 13. Advance Notice of Shareholder Business and Nominations
    
    
    6Section 14. Order of Business
    
    
    10ARTICLE IV DIRECTORS
    
    
    10Section 1. Number of Directors
    
    
    10Section 2. Election of Directors
    
    
    11Section 3. Term of Office
    
    
    11Section 4. Vacancies
    
    
    11Section 5. Removal
    
    
    11Section 6. Resignation
    
    
    11Section 7. Fees and Compensation
    
    
    12
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TABLE OF CONTENTS
 PageARTICLE V COMMITTEES OF THE BOARD OF DIRECTORS
    
    
    12Section 1. Designation of Committees
    
    
    12Section 2. Powers of Committees
    
    
    12ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
    
    
    12Section 1. Place of Meetings
    
    
    12Section 2. Organization Meeting
    
    
    13Section 3. Other Regular Meetings
    
    
    13Section 4. Special Meetings
    
    
    13Section 5. Notice of Special Meetings
    
    
    13Section 6. Validation of Defectively Held Meetings
    
    
    13Section 7. Quorum of Meetings
    
    
    13Section 8. Adjournment
    
    
    14Section 9. Motion Without a Meeting
    
    
    14Section 10. Meeting of and Actions by Committees
    
    
    14ARTICLE VII OFFICERS
    
    
    14Section 1. Officers
    
    
    14Section 2. Selection of Officers
    
    
    14Section 3. Subordinate Officers
    
    
    14Section 4. Removal and Resignation
    
    
    15Section 5. Vacancies
    
    
    15Section 6. Chairman of the Board
    
    
    15Section 7. President
    
    
    15Section 8. Vice President
    
    
    15Section 9. Secretary
    
    
    15Section 10. Chief Financial Officer
    
    
    16ARTICLE VIII RECORDS AND REPORTS
    
    
    16Section 1. Minute Book  Maintenance and Inspection
    
    
    16Section 2. Share Register  Maintenance and Inspection
    
    
    16Section 3. Books and Records of Account  Maintenance and Inspection
    
    
    16
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TABLE OF CONTENTS
 PageSection 4. Bylaws  Maintenance and Inspection
    
    
    16ARTICLE IX MISCELLANEOUS
    
    
    17Section 1. Checks, Drafts, Etc.
    
    
    17Section 2. Contracts, Etc.  How Executed
    
    
    17Section 3. Certificates; Direct Registration System
    
    
    17Section 4. Lost Certificates
    
    
    17Section 5. Representation of Shares of Other Corporations
    
    
    18Section 6. Construction and Definitions
    
    
    18Section 7. Indemnification of Corporate Agent; Purchase of Liability Insurance
    
    
    18ARTICLE X AMENDMENTS
    
    
    19Section 1. Amendments
    
    
    19
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ARTICLE I
 APPLICABILITY
 Applicability of Bylaws
 ARTICLE II
 OFFICES
 Principal Executive Office
 Other Offices
 Change in Location or Number of Offices
 ARTICLE III
 MEETINGS OF SHAREHOLDERS
 Place of Meetings




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Annual Meetings
 Special Meetings
   Notice of Annual, Special or Adjourned Meetings
   - 2 -




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prima facie
  Record Date
     - 3 -




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Quorum; Action at Meetings
    Adjournment
 Validation of Defectively Called, Noticed or Held Meetings
   - 4 -




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Voting for Election of Directors
     Proxies
   - 5 -




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Inspectors of Election
   No Action by Written Consent
 Advance Notice of Shareholder Business and Nominations
    - 6 -




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- 7 -




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- 8 -




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- 9 -




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Order of Business
 ARTICLE IV
 DIRECTORS
 Number of Directors
    - 10 -




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Election of Directors
 Term of Office
 Vacancies
    Removal
    Resignation
 - 11 -




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Fees and Compensation
 ARTICLE V
 COMMITTEES OF THE BOARD OF DIRECTORS
 Designation of Committees
 Powers of Committees
        ARTICLE VI
 MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
 Place of Meetings
 - 12 -




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Organization Meeting
 Other Regular Meetings
 Special Meetings
 Notice of Special Meetings
   Validation of Defectively Held Meetings
 Quorum of Meetings
  - 13 -




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Adjournment
 Motion Without a Meeting
 Meeting of and Actions by Committees
 ARTICLE VII
 OFFICERS
 Officers
 Selection of Officers
 Subordinate Officers
 - 14 -




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Removal and Resignation
   Vacancies
 Chairman of the Board
 President
 Vice President
 Secretary
   - 15 -




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Chief Financial Officer
   ARTICLE VIII
 RECORDS AND REPORTS
 Minute Book  Maintenance and Inspection
 Share Register  Maintenance and Inspection
 Books and Records of Account  Maintenance and Inspection
 Bylaws  Maintenance and Inspection
 - 16 -




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ARTICLE IX
 MISCELLANEOUS
 Checks, Drafts, Etc
 Contracts, Etc.  How Executed
 Certificates; Direct Registration System
   Lost Certificates
 - 17 -




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Representation of Shares of Other Corporations
 Construction and Definitions
 Indemnification of Corporate Agent; Purchase of Liability Insurance
    - 18 -




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ARTICLE X
 AMENDMENTS
 Amendments
 - 19 -