Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On July 22, 2009, the Board of Directors of Comarco, Inc. (the "Company") adopted an amendment (the "Amendment") to the Amended and Restated Bylaws of the Company (the "Bylaws") to reduce the authorized number of directors from six directors to five directors. The Amendment will become effective upon the calling to order of the Company's 2009 annual meeting of shareholders at which a quorum is present. The text of Section 1(b) of Article IV of the Bylaws, as amended, reads as follows:

"The exact number of directors shall be five, until changed as provided in subdivision (a) of this Section."

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.1 Amendment to the Amended and Restated Bylaws of Comarco, Inc.

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