COMARCO INC
SC 13D/A, 2000-02-28
ENGINEERING SERVICES
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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                            (Amendment No. 13)*


                                  COMARCO, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    200080109
                                 (CUSIP Number)


                                                             David L. Hefflinger
Alan S. Parsow                                            McGrath, North, Mullin
General Partner                                                    & Kratz, P.C.
P. O. Box 818                                              1400 One Central Park
Elkhorn, NE 68022                                                Omaha, NE 68102
(402) 289-3217                with a copy to                      (402) 341-3070

                  (Name, Address and Telephone Number of Person
             Authorized to Receive Notices and Communications)


                                February 25, 2000
         (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  which 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
[ ].

* The  remainder of the 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.


<PAGE>

CUSIP NO. 200080109           13D               Page 2 of 4 Pages

1.   Name of Reporting Person
     SS or IRS Identification Number of Above Person

        Parsow Partnership, Ltd., a Limited Partnership / 47-0541937

2.   Check the Appropriate Box if a Member of a Group

          /X/  (a)                 / /  (b)

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

          Nebraska

                              7. Sole Voting Power

                                   146,300 Shares
     Number of
     Shares                   8. Shared Voting Power
     Beneficially
     Owned by                      0
     Reporting
     Person
     With                     9. Sole Dispositive Power

                                   146,300 Shares

                              10.  Shared Dispositive Power

                                   0

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

         146,300 Shares

12.  Check Box if Aggregate Amount in Row 11 Excludes Certain Shares

          / /

13.  Percent of Class Represented by Amount in Row 11

     Approximately 3.41% of voting securities

14.  Type of Reporting Person

     PN


<PAGE>


CUSIP NO. 200080109           13D               Page 3 of 4 Pages

1.   Name of Reporting Person

     SS or IRS Identification Number of Above Person

          Elkhorn Partners Limited Partnership / 47-0721875

2.   Check the Appropriate Box if a Member of a Group

          /X/  (a)                 / /  (b)

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

          Nebraska

                              7. Sole Voting Power

                                   33,200 Shares
     Number of
     Shares                   8. Shared Voting Power
     Beneficially
     Owned by                      0
     Reporting
     Person
     With                     9. Sole Dispositive Power

                                   33,200 Shares

                              10.  Shared Dispositive Power

                                   0

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          33,200 Shares

12.  Check Box if Aggregate Amount in Row 11 Excludes Certain Shares

          / /

13.  Percent of Class Represented by Amount in Row 11

     Approximately .77% of voting securities

14.      Type of Reporting Person

     PN


<PAGE>


CUSIP NO. 200080109           13D               Page 4 of 4 Pages


     Parsow  Partnership,  Ltd. and Elkhorn  Partners  Limited  Partnership (the
"Partnerships")  make  this  filing  to  amend  certain  information  previously
reported by the Partnerships.  This filing  constitutes  Amendment No. 13 to the
Schedule 13D of Parsow Partnership, Ltd. and Amendment No. 9 to the Schedule 13D
of Elkhorn  Partners  Limited  Partnership.  The  Partnerships  amend such prior
Schedule  13D  reports  with  respect  to the  common  stock  of  Comarco,  Inc.
("Comarco") by adding the following information to the item indicated:

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUES.

     (a)(b) As of February  25,  2000,  Parsow  Partnership,  Ltd.  owns 146,300
shares of Comarco common stock and Elkhorn  Partners  Limited  Partnership  owns
33,200  shares of Comarco  common  stock.  The Comarco Form 10-Q for the quarter
ended  October  31,  1999  reported  that  at  November  30,  1999  Comarco  had
outstanding  4,285,060  shares of common  stock.  Based on this  number,  Parsow
Partnership,  Ltd.  owns  approximately  3.41% of the Comarco  common  stock and
Elkhorn Partners  Limited  Partnership  owns  approximately  .77% of the Comarco
common stock.

     (c) During the past 60 days, Parsow Partnership, Ltd. sold 87,300 shares of
Comarco common stock in open market  transactions  at prices ranging from $21.95
to $39.95.  During the past 60 days,  Elkhorn Partners Limited  Partnership sold
38,000  shares of Comarco  common  stock in open market  transactions  at prices
ranging from $23.375 to $40.70.

                            SIGNATURE

     After due 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:  February 25, 2000.

Elkhorn Partners                    Parsow Partnership, Ltd.,
Limited Partnership                 A Limited Partnership


By /s/ Alan S. Parsow               By  /s/ Alan S. Parsow
  Alan S. Parsow                       Alan S. Parsow
  General Partner                      General Partner



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