-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JNhi18YBAzjFAHSPy4wM62BUbrlxl60EY8z1tfQPhQc8YRhotrVGgmRwOuNPLZsq fr4UHLAvJZ1OYGDcZJUW7w== 0000900440-08-000073.txt : 20080702 0000900440-08-000073.hdr.sgml : 20080702 20080702145121 ACCESSION NUMBER: 0000900440-08-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMARCO INC CENTRAL INDEX KEY: 0000022252 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 952088894 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31956 FILM NUMBER: 08933446 BUSINESS ADDRESS: STREET 1: 25541 COMMERCENTRE DRIVE STREET 2: . CITY: LAKE FOREST STATE: CA ZIP: 92630 BUSINESS PHONE: 949-599-7400 MAIL ADDRESS: STREET 1: 25541 COMMERCENTRE DRIVE STREET 2: . CITY: LAKE FOREST STATE: CA ZIP: 92630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELKHORN PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928400 IRS NUMBER: 000000000 STATE OF INCORPORATION: NE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022-0449 BUSINESS PHONE: 4022893217 MAIL ADDRESS: STREET 1: ELKHORN LIMITED PARTNERSHIP STREET 2: PO BOX 0449 CITY: ELKHORN STATE: NE ZIP: 68022 SC 13D/A 1 comarco13damendment7.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

COMARCO, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

200080109

(CUSIP Number)

Alan S. Parsow	with a copy to	David L. Hefflinger
Elkhorn Partners Limited Partnership			Jason D. Benson
2222 Skyline Drive			McGrath North Mullin
Elkhorn, NE 68022			& Kratz, PC LLO
(402) 289-3217			Suite 3700 First National Tower
			1601 Dodge Street
			Omaha, NE 68102
			(402) 341-3070

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 2, 2008

(Date of Event which Required Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box o.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP NO. 200080109

13D

Page 2 of 3 Pages

Name of Reporting Person

Elkhorn Partners Limited Partnership

Check the Appropriate Box if a Member of a Group

/X/ (a)

/ / (b)

SEC Use Only

Source of Funds

Check Box if Disclosure of Legal Proceedings is Required

Pursuant to Items 2(d) or 2(e)

/ /

Citizenship or Place of Organization

Nebraska

	7. Sole Voting Power

	690,722 Shares
Number of
Shares	8. Shared Voting Power
Beneficially
Owned by	0
Reporting
Person	9. Sole Dispositive Power
With
	690,722 Shares

	10. Shared Dispositive Power

	0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

690,722 Shares

12.

Check Box if Aggregate Amount in Row 11 Excludes Certain

/ /

13.

Percent of Class Represented by Amount in Row 11

Approximately 9.4% of voting securities

14.

Type of Reporting Person

CUSIP NO. 200080109

13D

Page 3 of 3 Pages

Elkhorn Partners Limited Partnership (the “Partnership”) makes this filing to amend certain information previously reported by the Partnership. This filing constitutes Amendment No. 7 to the Schedule 13D of the Partnership. The Partnership amends such prior Schedule 13D reports with respect to the common stock of Comarco, Inc. (“Comarco”) by adding the following information to the items indicated.

ITEM 4.

PURPOSE OF THE TRANSACTION.

The Partnership believes that the amendment to the Comarco 2005 Equity Incentive Plan increasing the number of shares of Comarco common stock issuable thereunder from 450,000 shares to 1,100,000 shares is excessive, based on the recent financial performance of Comarco and what the Partnership believes to be a depressed price for the Comarco common stock. The Partnership also believes that the Comarco board of directors should take appropriate action to make Dr. William H. Evers, Jr. a director of Comarco.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)–(b) As of July 2, 2008, the Partnership owns 690,722 shares of Comarco common stock. The Comarco Form 10-Q for the quarter ended April 30, 2008 reported that there were outstanding 7,326,671 shares of Comarco common stock as of June 3, 2008. Based on this number, the Partnership owns approximately 9.4% of the Comarco common stock.

(c) During the past 60 days, the Partnership purchased 1,922 shares of Comarco common stock, in open market transactions, at prices ranging from $3.21 to $4.30 per share.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

DATED: July 2, 2008

Elkhorn Partners Limited Partnership

By: Parsow Management LLC, General Partner

By:	/s/ Alan S. Parsow

________________________________

Alan S. Parsow

Sole Manager

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