CAMP CalAmp Corp

 CUSIP NO. 128126109


 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 SCHEDULE 13G/A

 Under the Securities Exchange Act of 1934
 (Amendment No.3)*


 CALAMP CORP.
 ----------------------------------------------------------------
 (Name of Issuer)

 Common Stock
 ----------------------------------------------------------------
 (Title of Class of Securities)

 128126109
 --------------------
 (CUSIP Number)

 December 31, 2007
 ----------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

 / / Rule 13d-1(b)
 / X / Rule 13d-1(c)
 / / Rule 13d-1(d)

*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 the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

 CUSIP NO. 128126109


1) NAME OF REPORTING PERSON

Quaker Capital Management Corporation
-------------------------------------

 S.S. OR I.R.S. IDENTIFICATION
 NO. OF ABOVE PERSON 25-1495646
 -----------

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [ ]
3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of
 Pennsylvania
 -------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 5) SOLE VOTING POWER 1,742,200
 ---------

 6) SHARED VOTING POWER 0
 ---------

 7) SOLE DISPOSITIVE POWER 1,742,200
 ---------

 8) SHARED DISPOSITIVE POWER 0
 ---------

9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON 1,742,200
 ---------

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [ ]


11) PERCENT OF CLASS REPRESENTED BY
 AMOUNT IN ROW (9) 7.31%
 ------

12) TYPE OF REPORTING PERSON IA
 ------

 Page 2 of 15 Pages

 CUSIP NO. 128126109


1) NAME OF REPORTING PERSON

Quaker Capital Partners I, L.P.
-------------------------------------

 S.S. OR I.R.S. IDENTIFICATION
 NO. OF ABOVE PERSON 25-1778076
 -----------

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [ ]
3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
 -------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 5) SOLE VOTING POWER 1,107,100
 ---------

 6) SHARED VOTING POWER 0
 ---------

 7) SOLE DISPOSITIVE POWER 1,107,100
 ---------

 8) SHARED DISPOSITIVE POWER 0
 ---------

9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON 1,107,100
 ---------

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [ X ]

 Excludes 635,100 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners II, L.P.


11) PERCENT OF CLASS REPRESENTED BY
 AMOUNT IN ROW (9) 4.65%
 ------

12) TYPE OF REPORTING PERSON
 PN
 ------


 Page 3 of 15 Pages

 CUSIP NO. 128126109


1) NAME OF REPORTING PERSON

Quaker Premier, L.P.
-------------------------------------

 S.S. OR I.R.S. IDENTIFICATION
 NO. OF ABOVE PERSON 25-1778068
 -----------

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [ ]
3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
 -----------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 5) SOLE VOTING POWER 1,107,100
 ---------

 6) SHARED VOTING POWER 0
 ---------

 7) SOLE DISPOSITIVE POWER 1,107,100
 ---------

 8) SHARED DISPOSITIVE POWER 0
 ---------

9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON 1,107,100
 ---------

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [ X ]

 Excludes 635,100 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners II, L.P.


11) PERCENT OF CLASS REPRESENTED BY
 AMOUNT IN ROW (9) 4.65%
 ------

12) TYPE OF REPORTING PERSON PN
 ------

 Page 4 of 15 Pages

 CUSIP NO. 128126109
1) NAME OF REPORTING PERSON

Quaker Capital Partners II, L.P.
-------------------------------------

 S.S. OR I.R.S. IDENTIFICATION
 NO. OF ABOVE PERSON 11-3667966
 -----------

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [ ]
3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
 -------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 5) SOLE VOTING POWER 635,100
 ---------

 6) SHARED VOTING POWER 0
 ---------

 7) SOLE DISPOSITIVE POWER 635,100
 ---------

 8) SHARED DISPOSITIVE POWER 0
 ---------

9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON 635,100
 ---------

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [ X ]

 Excludes 1,107,100 shares of the Issuer's Common Stock owned of record
by Quaker Capital Partners I, L.P.


11) PERCENT OF CLASS REPRESENTED BY
 AMOUNT IN ROW (9) 2.67%
 ------

12) TYPE OF REPORTING PERSON PN
 ------

 Page 5 of 15 Pages

 CUSIP NO. 128126109


1) NAME OF REPORTING PERSON

Quaker Premier II, L.P.
-------------------------------------

 S.S. OR I.R.S. IDENTIFICATION
 NO. OF ABOVE PERSON 30-0135937
 -----------

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [ ]
3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
 -------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 5) SOLE VOTING POWER 635,100
 ---------

 6) SHARED VOTING POWER 0
 ---------

 7) SOLE DISPOSITIVE POWER 635,100
 ---------

 8) SHARED DISPOSITIVE POWER 0
 ---------

9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON 635,100
 ---------

10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [ X ]

 Excludes 1,107,100 shares of the Issuer's Common Stock owned of record
by Quaker Capital Partners I, L.P.


11) PERCENT OF CLASS REPRESENTED BY
 AMOUNT IN ROW (9) 2.67%
 ------

12) TYPE OF REPORTING PERSON PN
 ------
 Page 6 of 15 Pages

 CUSIP NO. 128126109

1) NAME OF REPORTING PERSON

Mark G. Schoeppner
-------------------------------------



2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) [ ]
 (b) [ ]
3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION United States
 of America
 -------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 5) SOLE VOTING POWER 0
 ---------

 6) SHARED VOTING POWER 0
 ---------

 7) SOLE DISPOSITIVE POWER 0
 ---------

 8) SHARED DISPOSITIVE POWER 0
 ---------

9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON 0
 ---------

10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [X]

 Mark G. Schoeppner disclaims beneficial ownership of 1,742,200 shares
 of the Issuer's Common Stock that may be deemed to be beneficially
 owned by Quaker Capital Partners I, L.P. and Quaker Capital Partners
 II, L.P.

11) PERCENT OF CLASS REPRESENTED BY
 AMOUNT IN ROW (9) 0%
 ------

14) TYPE OF REPORTING PERSON IN
 ------

 Page 7 of 15 Pages

 CUSIP NO. 128126109
Item 1.

 (a) Name of Issuer

 CALAMP CORP.
 --------------------------------------------------------------

 (b) Address of Issuer's Principal Executive Offices

 1401 N. Rice Avenue, Oxnard, CA 93030
 --------------------------------------------------------------
Item 2.

 (a) Names of Persons Filing

 Quaker Capital Management Corporation
 Quaker Capital Partners I, L.P.
 Quaker Capital Partners II, L.P.
 Quaker Premier, L.P.
 Quaker Premier II, L.P.
 Mark G. Schoeppner
 --------------------------------------------------------------

 (b) Address of Principal Business Office or, if none, Residence

 401 Wood Street, Suite 1300, Pittsburgh, PA 15222
 --------------------------------------------------------------

 (c) Citizenship

 Quaker Capital Management Corporation - Pennsylvania
 Corporation

 Quaker Capital Partners I, L.P. - Delaware partnership
 Quaker Capital Partners II, L.P.- Delaware partnership
 Quaker Premier, L.P. - Delaware partnership
 Quaker Premier II, L.P. - Delaware partnership
 Mark G. Schoeppner - United States citizen
 --------------------------------------------------------------

 (d) Title of Class of Securities

 Common Stock
 --------------------------------------------------------------

 (e) CUSIP Number

 128126109
 --------------------------------------------------------------

 Page 8 of 15 Pages

 CUSIP NO. 128126109

Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2
 (b) or (c), check whether the person filing is a:

 (a) / / Broker of dealer registered under section 15 of the Act;

 (b) / / Bank as defined in section 3(a)(6) of the Act;

 (c) / / Insurance company as defined in section 3(a)(19) of the Act;

 (d) / / Investment company registered under section 8 of the Investment
 Company Act of 1940;

 (e) / X / An investment adviser in accordance with ss.240.13d-1(b)
 (l)(ii)(E);

 (f) / / An employee benefit plan or endowment fund in accordance with
 ss.240.13d-1(b)(1)(ii)(F);

 (g) / / A parent holding company or control person in accordance with
 ss.240.13d-1(b)(1)(ii)(G);

 (h) / / A savings association as defined in Section 3(b) of the Federal
 Deposit Insurance Act;

 (i) / / A church plan that is excluded from the definition of an
 investment company under section 3(c)(14)of the Investment
 Company Act of 1940;

 (j) / / Group, in accordance with ss.240.13d-1((b)(l)(ii)(J)

Item 4. Ownership
 ---------

 QUAKER CAPITAL MANAGEMENT CORPORATION:

 (a) Amount Beneficially Owned: 1,742,200

 The filing of this report shall not be construed as an admission
 that Quaker Capital Management Corporation is, for purposes of
 Section 13(d) or 13(g) of the Act or for any other purposes, the
 beneficial owner of these securities. Quaker Capital Management


 Page 9 of 15 Pages

 CUSIP NO. 128126109

 Corporation disclaims beneficial ownership of all 1,742,200
 shares covered by this Schedule 13G/A.

(b) Percent of Class: 7.31%

(c)

 (i) Sole power to vote or direct the vote: 1,742,200

 (ii) Shared power to vote or direct the vote: 0

 (iii) Sole power to dispose or direct the disposition of: 1,742,200

 (iv) Shared power to dispose or direct the disposition of: 0

QUAKER CAPITAL PARTNERS I, L.P.:

a) Amount Beneficially Owned: 1,107,100

 The filing of this report shall not be construed as an admission
 that Quaker Capital Partners I, L.P. is, for purposes of Section 13
 (d) or 13(g) of the Act or for any other purposes, the beneficial
 owner of these securities. Quaker Capital Partners I, L.P. disclaims
 beneficial ownership of 635,100 shares covered by this Schedule
 13G/A.

(b) Percent of Class: 4.65%

(c)

 (i) Sole power to vote or direct the vote: 1,107,100

 (ii) Shared power to vote or direct the vote: 0

 (iii) Sole power to dispose or direct the disposition of: 1,107,100

 (iv) Shared power to dispose or direct the disposition of: 0

QUAKER PREMIER, L.P.:

a) Amount Beneficially Owned: 1,107,100

 The filing of this report shall not be construed as an admission
 that Quaker Premier, L.P. is, for purposes


 Page 10 of 15 Pages

 CUSIP NO. 128126109

 of Section 13(d) or 13(g) of the Act or for any other purposes, the
 beneficial owner of these securities. Quaker Premier, L.P.
 disclaims beneficial ownership of 635,100 shares covered by this
 Schedule 13G/A.

(b) Percent of Class: 4.65%

(c)

 (i) Sole power to vote or direct the vote: 1,107,100

 (ii) Shared power to vote or direct the vote: 0

 (iii) Sole power to dispose or direct the disposition of: 1,107,100

 (iv) Shared power to dispose or direct the disposition of: 0

QUAKER CAPITAL PARTNERS II, L.P.:

a) Amount Beneficially Owned: 635,100

 The filing of this report shall not be construed as an admission
 that Quaker Capital Partners II, L.P. is, for purposes of Section
 13(d) or 13(g) of the Act or for any other purposes, the beneficial
 owner of these securities. Quaker Capital Partners II, L.P.
 disclaims beneficial ownership of 1,107,100 shares covered by this
 Schedule 13G/A.

(b) Percent of Class: 2.67%

(c)

 (i) Sole power to vote or direct the vote: 635,100

 (ii) Shared power to vote or direct the vote: 0

 (iii) Sole power to dispose or direct the disposition of: 635,100

 (iv) Shared power to dispose or direct the disposition of: 0

QUAKER PREMIER II, L.P.:

a) Amount Beneficially Owned: 635,100


 Page 11 of 15 Pages

 CUSIP NO. 128126109

 The filing of this report shall not be construed as an admission
 that Quaker Premier II, L.P. is, for purposes of Section 13(d) or
 13(g) of the Act or for any other purposes, the beneficial owner
 of these securities. Quaker Premier II, L.P. disclaims beneficial
 ownership of 1,107,100 shares covered by this Schedule 13G/A.

 (b) Percent of Class: 2.67%

 (c)

 (i) Sole power to vote or direct the vote: 635,100

 (ii) Shared power to vote or direct the vote: 0

 (iii) Sole power to dispose or direct the disposition of: 635,100

 (iv) Shared power to dispose or direct the disposition of: 0

 MARK G. SCHOEPPNER:

 a) Amount Beneficially Owned: 0

 The filing of this report shall not be construed as an admission
 that Mark G. Schoeppner is, for purposes of Section 13(d) or
 13(g) of the Act or for any other purposes, the beneficial owner
 of these securities. Mark G. Schoeppner disclaims beneficial
 ownership of all 1,742,200 shares covered by this Schedule 13G/A.

 (b) Percent of Class: 0%

 (c)

 (i) Sole power to vote or direct the vote: 0

 (ii) Shared power to vote or direct the vote: 0

 (iii) Sole power to dispose or direct the disposition of: 0

 (iv) Shared power to dispose or direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class

 Page 12 of 15 Pages

 CUSIP NO. 128126109

 If this statement is being filed to report the fact that as of
the date hereof, the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following:

 ----------

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 All 1,742,200 of the shares with respect to which this report
is filed are owned by a variety of investment advisory clients of Quaker Capital
Management Corporation, which clients are entitled to receive dividends on and
the proceeds from the sale of such shares. No client is known to own more than
5% of the class.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
 Security Being Reported on by the Parent Holding Company

 Not applicable.

Item 8. Identification and Classification of Members of the Group

 Not applicable.

Item 9. Notice of Dissolution of Group

 Not applicable.

Item 10. Certification

 By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.


 SIGNATURE

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


 Page 13 of 15 Pages

 CUSIP NO. 128126109

February 14, 2008 QUAKER CAPITAL MANAGEMENT CORPORATION

 /s/ Mark G. Schoeppner
 --------------------------------------------
 Mark G. Schoeppner, President


 QUAKER CAPITAL PARTNERS I, L.P.

 By: Quaker Premier, L.P., its
 general partner

 By: Quaker Capital Management
 Corporation, its general
 partner


 By: /s/ Mark G. Schoeppner
 ----------------------------------
 Mark G. Schoeppner
 President


 QUAKER PREMIER, L.P.

 By: Quaker Capital Management Corporation,
 its general partner


 By: /s/ Mark G. Schoeppner
 ----------------------------------
 Mark G. Schoeppner
 President


 QUAKER CAPITAL PARTNERS II, L.P.

 By: Quaker Premier II, L.P., its general
 partner

 By: Quaker Capital Management
 Corporation, its general partner


 By: /s/ Mark G. Schoeppner
 ----------------------------------
 Mark G. Schoeppner
 President


 Page 14 of 15 Pages