content: <PAGE>
   
                         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)   January 28, 1999
                                                     ----------------    
  
  
                                   P-COM, INC.
  -------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  
           Delaware                       0-25356              77-0289371
  -------------------------------------------------------------------------------
  (State or other jurisdiction          (Commission           (IRS Employer
       of incorporation)                 File Number)       Identification No.)
   
  3175 S. Winchester Boulevard, Campbell, California               95008
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (408) 866-3666
                                                        --------------
  
  
                                     None
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5.  Other Events.
           ------------ 
  
            In a press release disseminated on January 28, 1999, the Registrant
  publicly announced its earnings for the fourth quarter and twelve months ended
  December 31, 1998.  A copy of the press release is attached hereto and
  incorporated herein by reference.
  
       Statements in this report that are forward looking involve known and
  unknown risks and uncertainties, which may cause the Company's actual results in
  future periods to be materially different from any future performance that may
  be suggested in this release. Such factors may include, but are not limited to,
  reliance upon subcontractors, fluctuations in customer demand and commitments,
  both in timing and volume, introduction of new products, commercial acceptance
  and viability of new products and expenses associated therewith, cancellations
  of orders without penalties, pricing and competition, the Company's ability to
  have available an appropriate amount of production capacity in a timely manner,
  the ability of the Company's customers to finance their purchases of the
  Company's products and/or services, the timing of new technology and product
  introductions, the risk of early obsolescence, accounting for adjustments for
  the Cylink Acquisition and the pending stockholder class action lawsuits. In
  addition, actual 1998 annual and fourth quarter results and previously reported
  results for such prior periods may differ or change materially due to potential
  prior period adjustments and such related restatements required by the SEC in
  response to its new guidelines or made on the advice of the Company's
  independent accountants. Similarly, results for future periods may be impacted
  by these potential adjustments and related restatement. Further, the Company
  operates in an industry sector where securities values are highly volatile and
  may be influenced by economic and other factors beyond the Company's control,
  such as announcements by competitors and service providers. Reference is made to
  the discussion of risk factors detailed in the Company's filings with the
  Securities and Exchange Commission, including its reports on Form 10-K and 10-Q.
  
  Item 7.  Financial Statement and Exhibits.
           -------------------------------- 
  
            A copy of the Registrant's press release announcing its earnings for
  the fourth quarter and twelve months ended December 31, 1998 is attached hereto
  as an exhibit.
  
  
  <PAGE>
   
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
                                                P-COM, INC.
  
  
  
  DATE: January 28, 1999               By: /s/ Michael J. Sophie
                                           -------------------------------------
                                                 Name:  Michael J. Sophie
                                                 Title:  Chief Financial Officer
  <PAGE>
   
                                   EXHIBIT INDEX
  
  Exhibit
  -------
  
  99.1    Press Release disseminated January 28, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4814}]
metadata_filer: {"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": "8-K", "act": "34", "file-number": "000-25356", "film-number": "99515943"}, "business-address": {"street1": "3175 S WINCHESTER BLVD", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088663666"}, "mail-address": {"street1": "3175 S WINCHESTER BLVD", "street2": "P-COM INC", "city": "CAMPBELL", "state": "CA", "zip": "95008"}}
text: 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)   January 28, 1999
                                                     ----------------    
  
                                   P-COM, INC.
  -------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
           Delaware                       0-25356              77-0289371
  -------------------------------------------------------------------------------
  (State or other jurisdiction          (Commission           (IRS Employer
       of incorporation)                 File Number)       Identification No.)
   
  3175 S. Winchester Boulevard, Campbell, California               95008
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)
  
  Registrant's telephone number, including area code    (408) 866-3666
                                                        --------------
  
                                     None
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
           ------------ 
  
            In a press release disseminated on January 28, 1999, the Registrant
  publicly announced its earnings for the fourth quarter and twelve months ended
  December 31, 1998.  A copy of the press release is attached hereto and
  incorporated herein by reference.
  
       Statements in this report that are forward looking involve known and
  unknown risks and uncertainties, which may cause the Company's actual results in
  future periods to be materially different from any future performance that may
  be suggested in this release. Such factors may include, but are not limited to,
  reliance upon subcontractors, fluctuations in customer demand and commitments,
  both in timing and volume, introduction of new products, commercial acceptance
  and viability of new products and expenses associated therewith, cancellations
  of orders without penalties, pricing and competition, the Company's ability to
  have available an appropriate amount of production capacity in a timely manner,
  the ability of the Company's customers to finance their purchases of the
  Company's products and/or services, the timing of new technology and product
  introductions, the risk of early obsolescence, accounting for adjustments for
  the Cylink Acquisition and the pending stockholder class action lawsuits. In
  addition, actual 1998 annual and fourth quarter results and previously reported
  results for such prior periods may differ or change materially due to potential
  prior period adjustments and such related restatements required by the SEC in
  response to its new guidelines or made on the advice of the Company's
  independent accountants. Similarly, results for future periods may be impacted
  by these potential adjustments and related restatement. Further, the Company
  operates in an industry sector where securities values are highly volatile and
  may be influenced by economic and other factors beyond the Company's control,
  such as announcements by competitors and service providers. Reference is made to
  the discussion of risk factors detailed in the Company's filings with the
  Securities and Exchange Commission, including its reports on Form 10-K and 10-Q.
  
  Item 7.  Financial Statement and Exhibits.
           -------------------------------- 
  
            A copy of the Registrant's press release announcing its earnings for
  the fourth quarter and twelve months ended December 31, 1998 is attached hereto
  as an exhibit.
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                                P-COM, INC.
  
  DATE: January 28, 1999               By: /s/ Michael J. Sophie
                                           -------------------------------------
                                                 Name:  Michael J. Sophie
                                                 Title:  Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  -------
  
  99.1    Press Release disseminated January 28, 1999