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) OCTOBER 16, 1997
                                                   -------------------------------
  
  
                                    P-COM, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
       DELAWARE                        0-25356                 77-02893711
  ------------------------------     -----------           ------------------
  (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
                                                     -----------------------------
  
  
                                   NOT APPLICABLE
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  <PAGE>
   
  ITEM 5.   Other Events
  ------    ------------
  
              (a) In a press release disseminated on October 16, 1997, the
            Registrant publicly announced that it intends, subject to market and
            other conditions, to raise $150 million in a proposed private
            placement of convertible subordinated notes and up to an additional
            $22.5 million if an over-allotment option to be granted to the
            initial purchasers were to be exercised in full. A copy of the press
            release is attached hereto and incorporated herein by reference.
  
              (b) In a press release disseminated on October 16, 1997, the
            Registrant publicly announced its earnings for the quarter ended
            September 30, 1997. A copy of the press release is attached hereto
            and incorporated herein by reference.
  
              (c) In a press release disseminated on October 16, 1997, the
            Registrant publicly announced an order valued at $20 million for its
            Italian subsidiary, Technosystem S.p.A. to construct a broadcast
            network in Papua - New Guinea.
  
              (d) In accordance with the rules and regulations of the Securities 
            and Exchange Commission, The Registrant has restated its consolidated
            financial statements to reflect its merger with Control Resources
            Corporation ("CRC"), consummated on May 29, 1997, which merger is
            being accounted for under the pooling of interests method of
            accounting. Such financial statements, together with selected
            consolidated financial data and management's discussion and analysis,
            and the report of the Independent Accountants are attached hereto as
            exhibits incorporated by reference. This information is being filed
            pursuant to this current Report on Form 8-K soley to reflect the
            change in the Registrant's financial statements and related discussion
            as a result of the business combination with CRC.
  
  ITEM 7.   Financial Statements and Exhibits
  ------    ---------------------------------
  
              (a) A copy of the Registrant's press release announcing a proposed
            private placement of convertible subordinated notes is attached
            hereto as an exhibit.
  
              (b) A copy of the Registrant's press release announcing its 
            earnings for the quarter ended September 30, 1997 is attached hereto 
            as an exhibit.
  
              (c) A copy of the Registrant's press release announcing an order for
            its Italian subsidiary, Technosystem S.p.A. to construct a broadcast
            network in Papua - New Guinea valued at $20 million.
  
              (d) The Registrant's selected consolidated financial data.
  
              (e) The Registrant's management's discussion and analysis of its 
            selected consolidated financial data.
  
              (f) The Registrant's Report of Independent Accountants and
            consolidated financial statements for the year ended December 31, 1997
            and the periods ended June 30, 1996 and June 30, 1997.
  <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.
                                -----------
                                (Registrant)
  
  Date:  October 16, 1997       By:    /s/ Michael J. Sophie
                                      -----------------------------------
  
                                Name: Michael J. Sophie
                                Title:  Chief Financial Officer
  <PAGE>
   
   
                                   EXHIBIT INDEX
  
  
  Exhibit
  -------
  
    99.1          Press release disseminated October 16, 1997, announcing the
                  Registrant's proposed private placement of convertible
                  subordinated notes.
  
    99.2          Press release disseminated October 16, 1997, announcing the
                  Registrant's earnings for the quarter ended September 30, 1997.
  
    99.3          Press release disseminated October 16, 1997, announcing an order
                  for the Registrant's Italian subsidiary, Technosystem S.p.A. to
                  construct a broadcast network in Papua - New Guinea valued at
                  $20 million.
  
    99.4          Selected consolidated financial data.
  
    99.5          Management's discussion and analysis of its selected 
                  consolidated financial data.
  
    99.6          Report of Independent Accountants and consolidated financial
                  statements for the year ended December 31, 1997, and the periods
                  ended June 30, 1996 and June 30, 1997.
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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) OCTOBER 16, 1997
                                                   -------------------------------
  
                                    P-COM, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
       DELAWARE                        0-25356                 77-02893711
  ------------------------------     -----------           ------------------
  (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
                                                     -----------------------------
  
                                   NOT APPLICABLE
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  ITEM 5.   Other Events
  ------    ------------
  
              (a) In a press release disseminated on October 16, 1997, the
            Registrant publicly announced that it intends, subject to market and
            other conditions, to raise $150 million in a proposed private
            placement of convertible subordinated notes and up to an additional
            $22.5 million if an over-allotment option to be granted to the
            initial purchasers were to be exercised in full. A copy of the press
            release is attached hereto and incorporated herein by reference.
  
              (b) In a press release disseminated on October 16, 1997, the
            Registrant publicly announced its earnings for the quarter ended
            September 30, 1997. A copy of the press release is attached hereto
            and incorporated herein by reference.
  
              (c) In a press release disseminated on October 16, 1997, the
            Registrant publicly announced an order valued at $20 million for its
            Italian subsidiary, Technosystem S.p.A. to construct a broadcast
            network in Papua - New Guinea.
  
              (d) In accordance with the rules and regulations of the Securities 
            and Exchange Commission, The Registrant has restated its consolidated
            financial statements to reflect its merger with Control Resources
            Corporation ("CRC"), consummated on May 29, 1997, which merger is
            being accounted for under the pooling of interests method of
            accounting. Such financial statements, together with selected
            consolidated financial data and management's discussion and analysis,
            and the report of the Independent Accountants are attached hereto as
            exhibits incorporated by reference. This information is being filed
            pursuant to this current Report on Form 8-K soley to reflect the
            change in the Registrant's financial statements and related discussion
            as a result of the business combination with CRC.
  
  ITEM 7.   Financial Statements and Exhibits
  ------    ---------------------------------
  
              (a) A copy of the Registrant's press release announcing a proposed
            private placement of convertible subordinated notes is attached
            hereto as an exhibit.
  
              (b) A copy of the Registrant's press release announcing its 
            earnings for the quarter ended September 30, 1997 is attached hereto 
            as an exhibit.
  
              (c) A copy of the Registrant's press release announcing an order for
            its Italian subsidiary, Technosystem S.p.A. to construct a broadcast
            network in Papua - New Guinea valued at $20 million.
  
              (d) The Registrant's selected consolidated financial data.
  
              (e) The Registrant's management's discussion and analysis of its 
            selected consolidated financial data.
  
              (f) The Registrant's Report of Independent Accountants and
            consolidated financial statements for the year ended December 31, 1997
            and the periods ended June 30, 1996 and June 30, 1997.
  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.
                                -----------
                                (Registrant)
  
  Date:  October 16, 1997       By:    /s/ Michael J. Sophie
                                      -----------------------------------
  
                                Name: Michael J. Sophie
                                Title:  Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  -------
  
    99.1          Press release disseminated October 16, 1997, announcing the
                  Registrant's proposed private placement of convertible
                  subordinated notes.
  
    99.2          Press release disseminated October 16, 1997, announcing the
                  Registrant's earnings for the quarter ended September 30, 1997.
  
    99.3          Press release disseminated October 16, 1997, announcing an order
                  for the Registrant's Italian subsidiary, Technosystem S.p.A. to
                  construct a broadcast network in Papua - New Guinea valued at
                  $20 million.
  
    99.4          Selected consolidated financial data.
  
    99.5          Management's discussion and analysis of its selected 
                  consolidated financial data.
  
    99.6          Report of Independent Accountants and consolidated financial
                  statements for the year ended December 31, 1997, and the periods
                  ended June 30, 1996 and June 30, 1997.