8-K

                               UNITED STATES
                     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):        June 11, 2008
                                                     ____________________

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 5.02.  Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.

     (b) Departure of a named executive officer

     On June 11, 2008, CalAmp ("CalAmp" or the "Company") announced the
resignation of Patrick Hutchins from his positions as Satellite Division
President and Chief Operations Officer of CalAmp, effective June 11, 2008.

     (c) Appointment of a new chief operating officer

	Effective June 11, 2008, in conjunction with a consolidation of the
Company's Satellite Division and Wireless DataCom Division into a single
operating unit, the Company's Board of Directors appointed Michael Burdiek,
formerly President of the Wireless DataCom Division, to serve as the
Company's Chief Operating Officer.

	Mr. Burdiek, age 48, joined the Company as Executive Vice President in
June 2006 and was appointed President of the Company's Wireless DataCom
Division in March 2007.  Prior to joining the Company, Mr. Burdiek was the
President and CEO of Telenetics Corporation, a publicly held manufacturer of
data communications products.  From 2004 to 2005, he worked as an investment
partner and advisor to various firms in the Private Equity sector.  From 1987
to 2004, Mr. Burdiek held a variety of technical and general management
positions with Comarco, Inc., a publicly held company, most recently as
Senior Vice President and General Manager of Comarco's Wireless Test Systems
unit.  Mr. Burdiek began his career as a design engineer with Hughes Aircraft
Company.

     (e)  Agreements with named executive officers

     In connection with Mr. Hutchins' resignation as the Company's Satellite
Division President and Chief Operations Officer, the Company agreed to pay
Mr. Hutchins as separation benefits his current salary on a weekly basis for
the next 12 months.  In addition, the Company has agreed, among other things,
to accelerate the vesting of 10,000 shares of restricted common stock, which
were previously granted to Mr. Hutchins.  CalAmp expects to take a charge of
approximately $315,000 in the second quarter of fiscal year 2009 for the
costs associated with Mr. Hutchins' departure from the Company.  The Company
will also enter into a separate consulting agreement with Mr. Hutchins,
pursuant to which Mr. Hutchins will agree to provide consulting services to
the Company for up to 12 months beginning June 12, 2008 in exchange for
consulting fees of up to $134,000 in the aggregate.

     The terms of Mr. Hutchins' separation benefits are more fully described
in the letter agreement between the Company and Mr. Hutchins, dated June 10,
2008, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.

     Concurrent with Mr. Burdiek's promotion to Chief Operating Officer, his
annual base salary was increased to $280,000.



Item 9.01.  Financial Statements and Exhibits.

Exhibits.  The following exhibits are filed or furnished, as the case may be,
with this Current Report on Form 8-K:

Exhibit
  No.                          Description
 -----        --------------------------------------------------------

 10.1       Letter Agreement between the Company and Patrick Hutchins
            dated June 10, 2008


 99.1       Press Release dated June 11, 2008, entitled "CalAmp
            Announces New Operating Structure and Changes to Senior
            Management Team."


The information contained in Exhibit 99.1 attached hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
and shall not be deemed incorporated by reference in any filing with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
or the Securities Act of 1933, whether made before or after the date hereof
and irrespective of any general incorporation language in any filings.




                              SIGNATURE

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


                                       CALAMP CORP.



     June 13, 2008	           By:   /s/ Richard K. Vitelle
    ___________________                _________________________
          Date                          Richard K. Vitelle,
                                        Vice President-Finance
                                        (Principal Financial Officer)

EX-10

                                                               Exhibit 10.1


June 10, 2008


Mr. Patrick Hutchins
[Address]

Dear Pat:

      This letter confirms our agreement that you will resign your positions
as Satellite Division President, Chief Operations Officer and an employee of
CalAmp Corp. (the "Company"), effective June 11, 2008 (the "Separation Date")
to pursue other interests.  Your signature below will constitute your
resignation.  In addition to being paid all salary earned and vacation
accrued through the Separation Date, the Company will pay you separation
benefits by continuing your current salary payments on a weekly basis for 12
months through June 11, 2009 in accordance with Section 6(d) of your
Employment Agreement dated May 31, 2002 (the "Employment Agreement").  The
Company will also pay your premiums for participation in the Company's group
medical insurance program until June 11, 2009 or the date that you begin
full-time employment with another employer, whichever occurs first (the
"Medical Insurance Coverage Period"), and during the Medical Insurance
Coverage Period you shall continue to be eligible to participate in the
Company's Exec-U-Care supplemental medical reimbursement program.  In
addition, for a period of up to six months from the Separation Date, you will
have the ability to consult with Mr. Rick Flatow at the Company's expense,
provided that Mr. Flatow is still retained by the Company during such six
month period.  As provided in Section 6(d) of the Employment Agreement the
continuation of salary payments is conditioned upon your compliance with the
provisions of Sections 7 and 8 of the Employment Agreement.

      With respect to your equity awards under the Company's stock incentive
plans, the Company will accelerate the vesting of 10,000 shares of restricted
stock that you hold under the plans.  Vesting will be a taxable event that
will result in your receiving a net amount of vested shares in accordance
with the terms of your restricted stock agreement.  All other options and
equity awards under the plans shall be treated in accordance with the
provisions of the plans applicable to a voluntary termination by an employee.

      The Company has also agreed to (i) allow you to retain your Company
laptop computer, provided that you cooperate with the Company to have all
company information and intellectual property removed from such computer,
(ii) allow you to retain your Company cell phone, provided that you promptly
transfer the monthly service charges from the Company to you and (iii) allow
you for 30 days from the date you accept this letter agreement to use your
CalAmp email address for personal use, provided that you forward immediately
to Rick Gold any emails that you receive that pertain to Company business and
that you do not use your email account for any outbound communications that
refer to or involve the Company.  The Company acknowledges and agrees that
you shall retain the benefit of any indemnification provisions that you have
with the Company in accordance with the terms thereof contained in the
Company's certificate of incorporation or bylaws and in the Indemnity
Agreement dated May 4, 2005 between you and the Company.

Promptly following your acceptance of the terms hereof, you and the Company
will enter into a separate consulting agreement that will provide for you to
provide consulting services to the Company for monthly consulting fees as
follows, payable monthly in arrears:

                                       Monthly
            Period                consulting fees

      6/12/08 - 10/11/08              $17,867

      10/12/08 - 2/11/09              $11,167

       2/12/09 - 6/11/09              $ 4,467

     For purposes of the consulting agreement, each consulting "month"
consists of a period beginning on the 12th day of one calendar month and
ending on the 11th day of the following calendar month.

      The consulting agreement will require that you make yourself available
to provide consulting services on projects to be assigned by CalAmp's CEO in
at least the following amount of hours each month:

                                     Monthly minimum
               Period                consulting hours

        6/12/08 - 10/11/08             70 hours

        10/12/08 - 2/11/09             43 hours

        2/12/09 - 6/11/09              17 hours

      The consulting agreement will also require that you not become employed
by, or otherwise consult or work with, any competitor or customer of CalAmp
during the term of the consulting agreement without the prior consent of
CalAmp, such consent not to be unreasonably withheld.

      In connection with your employment by, and separation from, the
Company, you acknowledge that by agreeing to the terms set forth in this
letter agreement and by paying you for all salary owed and vacation time
accrued through the Separation Date, the Company has fulfilled all of its
obligations to you in connection with your separation from the Company.  You
also agree that you will not make any disparaging comments about the Company
or its management  to customers, suppliers, employees, analysts,
stockholders, the financial press or any other party.  You agree that this
letter sets forth our entire agreement with respect to the subject matters
described herein and supersedes any previous agreements or discussions on
these matters.

      Thank you for your years of service to CalAmp.  The Board of Directors
wishes you the very best in your future endeavors.

                                    Very truly yours,

                                    /s/ Richard B. Gold
                                    ______________________________
                                    Rick Gold
                                    President and CEO


      Agreed to and accepted this 10th day of June 2008.

              /s/  Patrick Hutchins
      _____________________________________
        Patrick Hutchins

EX-99

                                                         Exhibit 99.1


NEWS BULLETIN

FROM:

CAL AMP


FOR IMMEDIATE RELEASE

CalAmp Announces New Operating Structure and Changes to Senior Management
Team


OXNARD, Calif., June 11, 2008--CalAmp Corp. (Nasdaq: CAMP), a leading
provider of wireless communications solutions, today announced a new
operating structure along with changes to the Company's senior management
team.

Effective immediately, CalAmp will consolidate its two divisions, the
Wireless DataCom Division and Satellite Division, into one operating unit.
While CalAmp will continue to report separate financial results for its
Satellite and Wireless DataCom product lines, it expects the new streamlined
operating structure will result in improved efficiencies.  With the Company's
new operating structure, Michael J. Burdiek, formerly President of CalAmp's
Wireless DataCom Division, has been appointed the Company's Chief Operating
Officer.  In addition, Robert Hannah, formerly Vice President Operations,
Satellite Division, will assume added responsibilities as Vice President and
General Manager, Satellite Products, reporting directly to Mr. Burdiek.  Mr.
Hannah will continue as Acting Vice President Operations until a successor is
named.

Patrick Hutchins, President Satellite Division and Chief Operations Officer,
has resigned his position with the Company.

Rick Gold, CalAmp's President and Chief Executive Officer, said, "By
combining the Satellite and Wireless DataCom Divisions into one streamlined
operating unit, we expect to leverage CalAmp's full range of engineering and
operational resources to best serve our customers across all of our lines of
business."  Mr. Gold continued, "I am very pleased that Michael Burdiek has
agreed to head CalAmp's company-wide operating activities.  I am confident
that his excellent product and customer knowledge along with his experience,
organizational skills and proven leadership will further accelerate our
profitable growth initiatives with our Wireless DataCom and Satellite product
lines.  Michael will rely heavily on a strong Satellite Products team led by
Robert Hannah, a proven operating executive who has played a major role in
CalAmp's position as a leading provider of outdoor equipment to the Direct
Broadcast Satellite market."

Mr. Gold concluded, "Patrick Hutchins has made a significant contribution to
CalAmp's success during his tenure with the Company.  We thank him for his
service and wish him well in his future endeavors."



About CalAmp Corp.
CalAmp provides wireless communications solutions that enable
anytime/anywhere access to mission-critical data and content.  The Company
serves customers in the public safety, industrial monitoring and controls,
mobile resource management, and direct broadcast satellite markets.  The
Company's products are marketed under the CalAmp, Dataradio, Smartlink,
Aercept, LandCell and Omega trade names.  For more information, please visit
www.calamp.com.

Forward-Looking Statements
Statements in this press release that are not historical in nature are
forward-looking statements that involve known and unknown risks and
uncertainties. Words such as "may", "will", "expect", "intend", "plan",
"believe", "seek", "could", "estimate", "judgment", "targeting", "should",
"anticipate", "goal" and variations of these words and similar expressions,
are intended to identify forward-looking statements. Actual results could
differ materially from those implied by such forward-looking statements.
Although the Company believes the expectations reflected in such forward-
looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be attained. The Company undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

AT THE COMPANY:                     AT FINANCIAL RELATIONS BOARD:
Rick Vitelle                        Lasse Glassen
Chief Financial Officer             General Information
(805) 987-9000                     (213) 486-6546
                                    lglassen@frbir.com