SCHEDULE 13G/A
                               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, 2009
        ----------------------------------------------------------------
             (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).





                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109


1)   NAME OF REPORTING PERSON

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

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                      420,500
                                                         ---------

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

         7)       SOLE DISPOSITIVE POWER                 420,500
                                                         ---------

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

9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                            420,500
                                                         ---------

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


11)  PERCENT OF CLASS REPRESENTED BY
     AMOUNT IN ROW (9)                                   1.5%
                                                         ------

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


                               Page 2 of 15 Pages



                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109



1)   NAME OF REPORTING PERSON

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

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                      315,600
                                                         ---------

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

         7)       SOLE DISPOSITIVE POWER                 315,600
                                                         ---------

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

9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                            315,600
                                                         ---------

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

     Excludes  104,900  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)                                   1.1%
                                                         ------

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



                               Page 3 of 15 Pages



                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109


1)   NAME OF REPORTING PERSON

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

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                      315,600
                                                         ---------

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

         7)       SOLE DISPOSITIVE POWER                 315,600
                                                         ---------

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

9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                            315,600
                                                         ---------

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

     Excludes  104,900  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)                                   1.1%
                                                         ------

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


                               Page 4 of 15 Pages




                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109

1)   NAME OF REPORTING PERSON

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

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                      104,900
                                                         ---------

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

         7)       SOLE DISPOSITIVE POWER                 104,900
                                                         ---------

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

9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                            104,900
                                                         ---------

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

     Excludes  315,600  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)                                   0.4%
                                                         ------

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


                               Page 5 of 15 Pages



                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109


1)   NAME OF REPORTING PERSON

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

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                      104,900
                                                         ---------

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

         7)       SOLE DISPOSITIVE POWER                 104,900
                                                         ---------

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

9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                            104,900
                                                         ---------

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

     Excludes  315,600  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)                                   0.4%
                                                         ------

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



                               Page 6 of 15 Pages


                                 SCHEDULE 13G/A
                               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 420,500 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



                                 SCHEDULE 13G/A
                               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

                  601 Technology Drive, Suite 310, Canonsburg,
                  Pennsylvania  15317
                  --------------------------------------------------------------

         (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
                  --------------------------------------------------------------


                               Page 8 of 15 Pages



                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109



         (e)      CUSIP Number

                  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)  /   /   A non-U.S. institution in accordance  with ss.240.13d-1((b)(l)
                  (ii)(J);

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


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

         Quaker Capital Management Corporation:

         (a) Amount Beneficially Owned: 420,500



                               Page 9 of 15 Pages


                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109


               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
               Corporation  disclaims beneficial ownership of all 420,500 shares
               covered by this Schedule 13G/A.

         (b)   Percent of Class: 1.5%

         (c)

           (i)   Sole power to vote or direct the vote: 420,500

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

           (iii) Sole power to dispose or direct the disposition of: 420,500

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

         Quaker Capital Partners I, L.P.:

         a)    Amount Beneficially Owned: 315,600

               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 104,900 shares covered by
               this Schedule 13G/A.

         (b)   Percent of Class: 1.1%

         (c)

           (i)   Sole power to vote or direct the vote: 315,600

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

           (iii) Sole power to dispose or direct the disposition of: 315,600

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

                              Page 10 of 15 Pages


                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109


         Quaker Premier, L.P.:

         a)    Amount Beneficially Owned: 315,600

               The filing of this report  shall not be construed as an admission
               that Quaker  Premier,  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,  L.P. disclaims  beneficial
               ownership of 104,900 shares covered by this Schedule 13G/A.

         (b) Percent of Class: 1.1%

         (c)

           (i)   Sole power to vote or direct the vote: 315,600

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

           (iii) Sole power to dispose or direct the disposition of: 315,600

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

         Quaker Capital Partners II, L.P.:

         a)    Amount Beneficially Owned: 104,900

               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 315,600 shares covered by
               this Schedule 13G/A.

         (b)   Percent of Class: 0.4%

         (c)

           (i)   Sole power to vote or direct the vote: 104,900

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

           (iii) Sole power to dispose or direct the disposition of: 104,900


                              Page 11 of 15 Pages


                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109


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

         Quaker Premier II, L.P.:

         a)    Amount Beneficially Owned: 104,900

               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 315,600 shares covered by this Schedule 13G/A.

         (b)   Percent of Class: 0.4%

         (c)

           (i)   Sole power to vote or direct the vote: 104,900

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

           (iii) Sole power to dispose or direct the disposition of: 104,900

           (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 420,500 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


                              Page 12 of 15 Pages


                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109

           (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

          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:         X
                                                                      ----------

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

          Not applicable.

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.


                              Page 13 of 15 Pages


                                 SCHEDULE 13G/A
                               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.


February 11, 2010                   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



                              Page 14 of 15 Pages

                                 SCHEDULE 13G/A
                               CUSIP NO. 128126109



                                    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


                                    QUAKER PREMIER II, L.P.

                                    By:  Quaker Capital Management
                                         Corporation, its general
                                         partner


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



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




                              Page 15 of 15 Pages