SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549


                                      FORM 8-K


                   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                       OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):        August 2, 2005
                                                      ____________________

Exact Name of Registrant as
  Specified in Its Charter:                  CalAmp Corp.
                                ___________________________________


          DELAWARE                       0-12182              95-3647070
 _____________________________         ____________         _____________
State or Other Jurisdiction of         Commission          I.R.S. Employer
Incorporation or Organization          File Number        Identification No.
                                        


Address of Principal Executive Offices:     1401 N. Rice Avenue
                                            Oxnard, CA 93030
                                           _________________________
                                            
Registrant's Telephone Number, Including
 Area Code:                                    (805) 987-9000
                                             _________________________

Former Name or Former Address, 
 if Changed Since Last Report:                    Not applicable 
                                             _____________________________
                                            

Check the appropriate box below if the Form 8-K filing is intended to 
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
 
[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 425 under the Exchange Act 
     (17 CFR 240.14.a-12)
 
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the 
     Exchange Act (17 CFR 240.14d-2(b))
 
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the 
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On August 2, 2005, the Registrant's Board of Directors, acting pursuant 
to recommendations of its Compensation Committee, and based on the 
Compensation Committee's consultations with an independent compensation 
consultant and consideration of other relevant factors and information, 
approved changes effective September 1, 2005 to the cash compensation of non-
employee directors.  Among other matters, the base annual retainer was 
increased from $15,000 to $30,000, and fees for attending Board meetings and 
meetings of Board committees were eliminated.  The revised summary of cash 
compensation arrangements with non-employee directors is filed as Exhibit 
10.1 to this Report on Form 8-K.  There were no changes made to the non-cash 
equity compensation of non-employee directors, which continues to be governed 
by the provisions of the Registrant's 2004 Incentive Stock Plan.  


                              SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be filed on its 
behalf by the undersigned hereunto duly authorized.


                                       CALAMP CORP.


     August 4, 2005               By:   /s/ Richard K. Vitelle
    _________________                  _________________________
          Date                          Richard K. Vitelle,
                                        Vice President-Finance 
                                        (Principal Financial Officer)