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

                                  SCHEDULE 13G

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


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

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

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

                                December 31, 2006
        ----------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

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

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




                                  SCHEDULE 13G
                               CUSIP NO. 128126109


1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

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

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

        (a)
              ------
        (b)      X
              ------

3.      SEC Use Only
                      ----------------------------------------------

4.      Citizenship or Place of Organization          Pennsylvania
                                                      --------------

Number of         5.    Sole Voting Power             1,540,000
Shares                                                --------------
Beneficially      6.    Shared Voting Power           0
Owned by                                              --------------
Each Reporting    7.    Sole Dispositive Power        1,540,000
Person                                                --------------
With:             8.    Shared Dispositive Power      0
                                                      --------------

9.      Aggregate Amount Beneficially Owned by Each Reporting Person

        1,540,000
        ----------------

10.     Check if the Aggregate Amount in Row (9) Excludes Certain
        Shares
                --------
        The Reporting Person disclaims beneficial ownership of
        1,540,000 shares owned by its clients.

11.     Percent of Class Represented by Amount in Row (9)

                                                      6.54%
                                                      --------

12.     Type of Reporting Person                      IA
                                                      --------------


                                Page 2 of 6 Pages


                                  SCHEDULE 13G
                               CUSIP NO. 128126109


Item 1.

         (a)      Name of Issuer

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

         (b)      Address of Issuer's Principal Executive Offices

                  1401 N Rice Ave, Oxnard, CA 93030-7934
                  -----------------------------------------------------------
Item 2.

         (a)      Name of Persons Filing

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

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

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

         (c)      Citizenship

                  Pennsylvania Corporation
                  -----------------------------------------------------------

         (d)      Title of Class of Securities

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

         (e)      CUSIP Number

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


                                Page 3 of 6 Pages


                                  SCHEDULE 13G
                               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
          ---------

     (a)  The Reporting  Person, in its capacity as investment  adviser,  may be
          deemed to be the  beneficial  owner of 1,540,000  shares of the Common
          Stock of the  Issuer  which are owned by various  investment  advisory
          clients of the  Reporting  Person in accounts over which the Reporting
          Person has  discretionary  authority.  The filing of this report shall
          not be  construed as an admission  that the  Reporting  Person is, for
          purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of
          these securities.

                                Page 4 of 6 Pages


                                  SCHEDULE 13G
                               CUSIP NO. 128126109


     (b)  The shares covered by this report  represent 6.54% of the Common Stock
          of the Issuer.

     (c)  The  Reporting  Person  has sole  voting  and  dispositive  power over
          1,540,000  shares owned by its clients and held in accounts over which
          it has discretionary authority.

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

          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 1,540,000 of the shares with respect to which this report is filed
are owned by a variety of investment  advisory clients of the Reporting  Person,
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  and are held in the
ordinary  course  of  business  and were 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.

                                Page 5 of 6 Pages


                                  SCHEDULE 13G
                               CUSIP NO. 128126109



                                    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.


                                    QUAKER CAPITAL MANAGEMENT CORPORATION


                                       February 13, 2007
                                       -----------------------------------
                                                              Date


                                       /s/ Mark G. Schoeppner
                                       -----------------------------------
                                                              Signature



                                       Mark G. Schoeppner, President
                                       -----------------------------------
                                                              Name/Title










                                Page 6 of 6 Pages