UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
COMARCO, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
200080-10-9
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(c), 13d-1(f) or 13d-1(g), check the following box [ ].
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*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 the disclosures provided
in a prior cover page.
The information required in 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 (however, see the
Notes).
Page 1 of 7<PAGE>
CUSIP No. 200080-10-9 SCHEDULE 13D Page 2 of 7
1 Name of Reporting Person STORIE PARTNERS, L.P.
IRS Identification No. of Above Person 94-3229736
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 489,300*
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 489,300*
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 489,300*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.0%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 200080-10-9 SCHEDULE 13D Page 3 of 7
1 Name of Reporting Person STORIE ADVISORS, INC.
IRS Identification No. of Above Person 94-3190755
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds N/A (reporting person has no direct ownership)
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 489,300*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 489,300*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 489,300*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 11.0*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 200080-10-9 SCHEDULE 13D Page 4 of 7
Item 1. Security and Issuer.
This Amendment to Schedule 13D relates to the common
stock (the "Common Stock") of Comarco, Inc., a California
corporation (the "Issuer"). The principal executive office of
the Issuer is located at 1551 North Tustin Avenue, Suite 840,
Santa Ana, California 92705.
This Amendment to Schedule 13D is being filed to report
(i) small changes (of less than 1%) in the number of shares of
Common Stock beneficially owned by the reporting persons, and
(ii) a revised percentage of the number of shares beneficially
owned by such persons, because the percentages previously
reported were based on incorrect information concerning the
number of the Issuer's outstanding shares of Common Stock. In
addition, such percentages have increased because of recent
redemptions by the Issuer.
Item 2. Identity and Background.
There have been no changes from the previous Amendment,
except that the address for all persons identified in Item 2 has
been changed to 100 Pine Street, 27th Floor, San Francisco,
California 94111.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used for all previous purchases of
Common Stock was the investment working capital of Storie
Partners, L.P.
Item 4. Purpose of Transaction.
The reporting persons purchased the securities of the
Issuer to obtain or to increase their respective equity interests
in the Issuer. Depending on market conditions and other factors,
the reporting persons may, at any time or from time to time, sell
all or some of their securities of the Issuer, or may purchase
additional securities of the Issuer in the open market or in
private transactions. The reporting persons have no plans or
proposals which relate to or would result in the following types
of transactions or events:
(a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(b) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(c) any change in the present board of directors or
management of the Issuer, including any plans or proposals to<PAGE>
CUSIP No. 200080-10-9 SCHEDULE 13D Page 5 of 7
change the number or term of directors or fill any existing
vacancies on the board;
(d) any material change in the present capitalization or
dividend policy of the Issuer;
(e) any other material change in the Issuer's business or
corporate structure;
(f) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(g) causing a class of securities of the Issuer to be
delisted from a national securities exchange or cease to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act; or
(i) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) & (b) Reference is made to Items 7-11 and 13 of
each of the cover pages to this Schedule, which Items are
incorporated by reference herein. According to the Issuer's Form
10-Q for the quarter ended October 31, 1998, there were 4,441,460
shares of Common Stock issued and outstanding as of November 30,
1998. After the clearance of the transactions reported in
Item 5(c) below, Storie Partners, L.P. owns 489,300 shares of
Common Stock, which is 11.0% of the outstanding Common Stock
(calculated in accordance with Rule 13d-3(d)(1)(i) of the
Exchange Act).
Storie Advisors, Inc., through its relationship with
Storie Partners, L.P., may be deemed to be a beneficial owner of
such securities. Storie Partners, L.P. has sole power to vote or
direct the vote of all of its shares of Common Stock. The
management of Storie is vested exclusively in its general
partner, Storie Advisors, Inc. Through their relationship with
Storie Advisors, Inc., Richard E. Dirickson, Jr. and Steven A.
Ledger make investment decisions for Storie. Thus, either may be
deemed to have shared voting and dispositive powers. Neither the
filing of this Schedule nor any of its contents shall be deemed
to constitute an admission that any of such individuals is, for
any purpose, the beneficial owner of any of the securities to
which this Schedule relates, and such beneficial ownership is
expressly disclaimed.<PAGE>
CUSIP No. 200080-10-9 SCHEDULE 13D Page 6 of 7
(c) During the past 60 days, Storie Partners, L.P.
effected the following transactions in the Issuer's securities,
all of which were on the open market through broker-dealers:
No. of Price
Transaction Date Shares Per Share
Sale 11/03/98 1,000 $19.875
Purchase 11/12/98 1,200 22.00
Purchase 11/19/98 4,000 23.50
Purchase 11/19/98 100 23.75
Purchase 11/19/98 2,100 23.875
Purchase 11/23/98 500 23.50
Purchase 11/24/98 1,800 23.25
Purchase 12/09/98 2,000 22.00
Purchase 12/15/98 1,000 22.25
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None of the reporting persons is a party to any contract,
arrangement, understanding or relationship with respect to any
securities of the Issuer, including but not limited to the
transfer or voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None.<PAGE>
CUSIP No. 200080-10-9 SCHEDULE 13D Page 7 of 7
Signatures
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: December 21, 1998
STORIE PARTNERS, L.P.
By Storie Advisors, Inc.
Its General Partner
By /s/ Steven A. Ledger
___________________________
Steven A. Ledger
Its Chief Financial Officer
STORIE ADVISORS, INC.
By /s/ Steven A. Ledger
_______________________________
Steven A. Ledger
Its Chief Financial Officer<PAGE>
