As Filed with the Securities and Exchange Commission on December 23, 2003

                                                         Registration No.:  333-
================================================================================

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


                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933


                                   P-COM, INC.
             (Exact name of Registrant as specified in its charter)

                  Delaware                                    77-0289371
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                    Identification No.)

        3175 S. Winchester Boulevard
            Campbell, California                                95008
  (Address of Principal Executive Offices)                    (Zip Code)


                                   ----------

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full Title of the Plan)

                                   ----------

                                 Samuel Smookler
                             Chief Executive Officer
                                   P-Com, Inc.
                          3175 S. Winchester Boulevard
                               Campbell, CA 95008
                     (Name and Address of Agent For Service)

                                 (408) 866-3666
         (Telephone Number, Including Area Code, for Agent For Service)

                                    Copy to:
                             C. Thomas Hopkins, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                               800 Anacapa Street
                             Santa Barbara, CA 93101


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================= =================== ===================== ===================== ===========================
                                                              Proposed Maximum      Proposed Maximum
Title of Each Class of Securities to be    Amount to be      Offering Price Per    Aggregate Offering
               Registered                 Registered (1)         Share (2)             Price (2)        Amount of Registration Fee
--------------------------------------- ------------------- --------------------- --------------------- ---------------------------
<S>                                     <C>                 <C>                   <C>                   <C>
Common Stock, par value $0.0001 per
share (3)                               74,800,000 shares   $0.14                 $10,472,000           $  963.42
======================================= =================== ===================== ===================== ===========================
</TABLE>

------------------
(1)      In  accordance  with  Rule 416  under the  Securities  Act of 1933,  as
         amended,  this  registration  statement  shall be  deemed  to cover any
         additional  securities  that may from time to time be offered or issued
         to prevent  dilution  resulting from stock splits,  stock  dividends or
         similar transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule 457(c) and Rule 457(h)  under the  Securities  Act of
         1933,  as amended,  based upon the average of the bid and asked  prices
         per share of P-Com common stock,  as reported on the OTC Bulletin Board
         on December 22, 2003.


<PAGE>

(3)      Each share  includes one right to purchase  shares of P-Com's  series A
         junior  participating   preferred  stock  pursuant  to  P-Com's  rights
         agreement dated October 1, 1997, as amended.


         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


================================================================================

<PAGE>



                                EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 is filed  pursuant to General
Instruction E of Form S-8 for the purpose of registering  74,800,000  additional
shares  of  Common   Stock  of  P-Com,   Inc.,  a  Delaware   corporation   (the
"Registrant"),  issuable pursuant to the 1995 Stock Option/Stock  Issuance Plan,
as amended through  December 3, 2003 (the "Plan").  A Registration  Statement on
Form S-8 (File No.  333-07773),  registering  an aggregate of 320,000  shares of
Common Stock (adjusted to reflect a two-for-one  forward stock split effected on
September 26, 1997 and a  one-for-five  reverse stock split effected on June 27,
2002) issuable  pursuant to the Plan, was filed with the Securities and Exchange
Commission on July 8, 1996 (the "Prior Registration  Statement").  In accordance
with General  Instruction E of Form S-8, the contents of the Prior  Registration
Statement, including any amendments thereto or filings incorporated therein, are
incorporated by reference into this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
registration statement:

         (a)      The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A
                  for the fiscal year ended  December 31,  2002,  filed with the
                  Securities  and  Exchange  Commission  on March  31,  2003 and
                  November 12, 2003, respectively;

         (b)      All other reports filed by the Registrant  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  covered  by the  Annual  Report  on Form 10-K  referred  to in
                  paragraph (a) above.

         (c)      The  description of the  Registrant's  Common Stock,  which is
                  contained in the registration statement on Form 8-A filed with
                  the  Securities  and Exchange  Commission  on January 12, 1995
                  (No. 000-25356), as amended.

          In  addition,  all  documents  subsequently  filed  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference into this  registration
statement and to be a part hereof from the date of filing of such documents. Any
statement in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or deemed to be incorporated by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.





<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Campbell, State of California, on this 17th day
of December 23, 2003.

                                   P-COM, INC.

                                   By: /s/ Samuel Smookler
                                       -----------------------------------
                                       Samuel Smookler
                                       Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby constitutes and appoints Samuel Smookler, the undersigned's
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in his name, place and stead, in any and
all  capacities  (including  the  undersigned's  capacity  as a director  and/or
officer of P-Com, Inc.), to sign any or all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorney-in-fact  full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully for all  intents and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact,  or his or her  substitute,  acting
alone, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
        Name                                       Title                             Date
------------------------------------------------------------------------------------------------------
<S>                             <C>                                            <C>
/s/ Samuel Smookler             Chief Executive Officer (Principal             December 23, 2003
-----------------------------   Executive Officer) and Director
Samuel Smookler

                                Acting Chief Financial Officer, Vice
/s/ Daniel W. Rumsey            President and General Counsel  (Principal
-----------------------------   Financial Officer and Principal Accounting
Daniel W. Rumsey                Officer) December 17, 2003

/s/ George P. Roberts           Chairman of the Board                          December 23, 2003
-----------------------------
George P. Roberts

/s/ Frederick Fromm             Director                                       December 23, 2003
-----------------------------
Frederick Fromm

/s/ Brian T. Josling            Director                                       December 23, 2003
-----------------------------
Brian T. Josling

/s/ John A. Hawkins             Director                                       December 23, 2003
-----------------------------
John A. Hawkins
</TABLE>



<PAGE>



                                INDEX OF EXHIBITS

Exhibit
Number        Description of Document
------        -----------------------

4.1 (1)       Form of Common Stock Certificate

4.2 (2)       Amended and Restated Rights Agreement dated as of January 24, 2001
              between Registrant and BankBoston, N.A.

4.3 (3)       1995 Stock  Option/Stock  Issuance  Plan,  as amended and restated
              through July 17, 2002.

4.4           Amendment to 1995 Stock Option/Stock Issuance Plan (as amended and
              restated through July 17, 2002), dated as of December 3, 2003.

4.5 (4)       Employee Stock Purchase Plan, as amended

5.1           Opinion of Sheppard, Mullin, Richter & Hampton LLP

23.1          Consent of Sheppard,  Mullin,  Richter & Hampton LLP  (included in
              Exhibit 5.1)

23.2          Consent of PricewaterhouseCoopers LLP

24.1          Power  of  Attorney  (included  on  the  signature  page  to  this
              Registration Statement)


---------------
(1)  Incorporated by reference to Exhibit 4.1 to the  Registrant's  Registration
     Statement  on Form S-1  (File No.  33-88492)  declared  effective  with the
     Securities and Exchange Commission on March 2, 1995.

(2)  Incorporated  by reference to Exhibit 4.10 to the  Registrant's  Form 8-A/A
     filed with the Securities and Exchange Commission on May 7, 2001.

(3)  Incorporated by reference to the Registrant's  Proxy Statement,  dated June
     6, 2002, filed with the Securities and Exchange Commission on June 3, 2002.

(4)  Incorporated by reference to Exhibit 99.1 to the Registrant's  Registration
     Statement on Form S-8 (File No.  333-63762)  filed with the  Securities and
     Exchange Commission on June 25, 2001.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 13253}]
{"company-data": {"conformed-name": "P COM INC", "cik": "0000935493", "assigned-sic": "3663", "irs-number": "770289371", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111511", "film-number": "031071375"}, "business-address": {"street1": "3175 S WINCHESTER BLVD", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088663666"}, "mail-address": {"street1": "3175 S WINCHESTER BLVD", "street2": "C/O P-COM INC", "city": "CAMPBELL", "state": "CA", "zip": "95008"}}
As Filed with the Securities and Exchange Commission on December 23, 2003

                                                         Registration No.:  333-
================================================================================

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                                   P-COM, INC.
             (Exact name of Registrant as specified in its charter)

                  Delaware                                    77-0289371
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                    Identification No.)

        3175 S. Winchester Boulevard
            Campbell, California                                95008
  (Address of Principal Executive Offices)                    (Zip Code)

                                   ----------

                      1995 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full Title of the Plan)

                                   ----------

                                 Samuel Smookler
                             Chief Executive Officer
                                   P-Com, Inc.
                          3175 S. Winchester Boulevard
                               Campbell, CA 95008
                     (Name and Address of Agent For Service)

                                 (408) 866-3666
         (Telephone Number, Including Area Code, for Agent For Service)

                                    Copy to:
                             C. Thomas Hopkins, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                               800 Anacapa Street
                             Santa Barbara, CA 93101

                         CALCULATION OF REGISTRATION FEE
======================================= =================== ===================== ===================== ===========================
                                                              Proposed Maximum      Proposed Maximum
Title of Each Class of Securities to be    Amount to be      Offering Price Per    Aggregate Offering
               Registered                 Registered (1)         Share (2)             Price (2)        Amount of Registration Fee
--------------------------------------- ------------------- --------------------- --------------------- ---------------------------
Common Stock, par value $0.0001 per
share (3)                               74,800,000 shares   $0.14                 $10,472,000           $  963.42
======================================= =================== ===================== ===================== ===========================
------------------
(1)      In  accordance  with  Rule 416  under the  Securities  Act of 1933,  as
         amended,  this  registration  statement  shall be  deemed  to cover any
         additional  securities  that may from time to time be offered or issued
         to prevent  dilution  resulting from stock splits,  stock  dividends or
         similar transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule 457(c) and Rule 457(h)  under the  Securities  Act of
         1933,  as amended,  based upon the average of the bid and asked  prices
         per share of P-Com common stock,  as reported on the OTC Bulletin Board
         on December 22, 2003.
(3)      Each share  includes one right to purchase  shares of P-Com's  series A
         junior  participating   preferred  stock  pursuant  to  P-Com's  rights
         agreement dated October 1, 1997, as amended.

         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================
EXPLANATORY NOTE

         This  Registration  Statement on Form S-8 is filed  pursuant to General
Instruction E of Form S-8 for the purpose of registering  74,800,000  additional
shares  of  Common   Stock  of  P-Com,   Inc.,  a  Delaware   corporation   (the
"Registrant"),  issuable pursuant to the 1995 Stock Option/Stock  Issuance Plan,
as amended through  December 3, 2003 (the "Plan").  A Registration  Statement on
Form S-8 (File No.  333-07773),  registering  an aggregate of 320,000  shares of
Common Stock (adjusted to reflect a two-for-one  forward stock split effected on
September 26, 1997 and a  one-for-five  reverse stock split effected on June 27,
2002) issuable  pursuant to the Plan, was filed with the Securities and Exchange
Commission on July 8, 1996 (the "Prior Registration  Statement").  In accordance
with General  Instruction E of Form S-8, the contents of the Prior  Registration
Statement, including any amendments thereto or filings incorporated therein, are
incorporated by reference into this registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
registration statement:

         (a)      The  Registrant's  Annual  Report on Form 10-K and Form 10-K/A
                  for the fiscal year ended  December 31,  2002,  filed with the
                  Securities  and  Exchange  Commission  on March  31,  2003 and
                  November 12, 2003, respectively;

         (b)      All other reports filed by the Registrant  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  covered  by the  Annual  Report  on Form 10-K  referred  to in
                  paragraph (a) above.

         (c)      The  description of the  Registrant's  Common Stock,  which is
                  contained in the registration statement on Form 8-A filed with
                  the  Securities  and Exchange  Commission  on January 12, 1995
                  (No. 000-25356), as amended.

          In  addition,  all  documents  subsequently  filed  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be incorporated by reference into this  registration
statement and to be a part hereof from the date of filing of such documents. Any
statement in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
registration statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or deemed to be incorporated by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Campbell, State of California, on this 17th day
of December 23, 2003.

                                   P-COM, INC.

                                   By: /s/ Samuel Smookler
                                       -----------------------------------
                                       Samuel Smookler
                                       Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby constitutes and appoints Samuel Smookler, the undersigned's
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in his name, place and stead, in any and
all  capacities  (including  the  undersigned's  capacity  as a director  and/or
officer of P-Com, Inc.), to sign any or all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorney-in-fact  full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully for all  intents and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact,  or his or her  substitute,  acting
alone, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.
Name                                       Title                             Date
------------------------------------------------------------------------------------------------------
/s/ Samuel Smookler             Chief Executive Officer (Principal             December 23, 2003
-----------------------------   Executive Officer) and Director
Samuel Smookler

                                Acting Chief Financial Officer, Vice
/s/ Daniel W. Rumsey            President and General Counsel  (Principal
-----------------------------   Financial Officer and Principal Accounting
Daniel W. Rumsey                Officer) December 17, 2003

/s/ George P. Roberts           Chairman of the Board                          December 23, 2003
-----------------------------
George P. Roberts

/s/ Frederick Fromm             Director                                       December 23, 2003
-----------------------------
Frederick Fromm

/s/ Brian T. Josling            Director                                       December 23, 2003
-----------------------------
Brian T. Josling

/s/ John A. Hawkins             Director                                       December 23, 2003
-----------------------------
John A. Hawkins
INDEX OF EXHIBITS

Exhibit
Number        Description of Document
------        -----------------------

4.1 (1)       Form of Common Stock Certificate

4.2 (2)       Amended and Restated Rights Agreement dated as of January 24, 2001
              between Registrant and BankBoston, N.A.

4.3 (3)       1995 Stock  Option/Stock  Issuance  Plan,  as amended and restated
              through July 17, 2002.

4.4           Amendment to 1995 Stock Option/Stock Issuance Plan (as amended and
              restated through July 17, 2002), dated as of December 3, 2003.

4.5 (4)       Employee Stock Purchase Plan, as amended

5.1           Opinion of Sheppard, Mullin, Richter & Hampton LLP

23.1          Consent of Sheppard,  Mullin,  Richter & Hampton LLP  (included in
              Exhibit 5.1)

23.2          Consent of PricewaterhouseCoopers LLP

24.1          Power  of  Attorney  (included  on  the  signature  page  to  this
              Registration Statement)

---------------
(1)  Incorporated by reference to Exhibit 4.1 to the  Registrant's  Registration
     Statement  on Form S-1  (File No.  33-88492)  declared  effective  with the
     Securities and Exchange Commission on March 2, 1995.

(2)  Incorporated  by reference to Exhibit 4.10 to the  Registrant's  Form 8-A/A
     filed with the Securities and Exchange Commission on May 7, 2001.

(3)  Incorporated by reference to the Registrant's  Proxy Statement,  dated June
     6, 2002, filed with the Securities and Exchange Commission on June 3, 2002.

(4)  Incorporated by reference to Exhibit 99.1 to the Registrant's  Registration
     Statement on Form S-8 (File No.  333-63762)  filed with the  Securities and
     Exchange Commission on June 25, 2001.