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) MARCH 7, 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 2    ACQUISITION OR DISPOSITION OF ASSETS
  ------    ------------------------------------
  
       (a) On March 7, 1997, P-COM, Inc., a Delaware corporation ("P-COM"),
  purchased substantially all of the assets of Columbia Spectrum Management, LP, a
  Delaware limited partnership ("CSM") (the "Asset Purchase"), pursuant to an
  Asset Purchase Agreement, filed as Exhibit 7(c)(2) to this report, by and among
  P-COM, CSM and all partners of CSM (the "Purchase Agreement").
  
            The assets acquired in the Asset Purchase include service contracts,
  intellectual property, goodwill and related property.  CSM's primary facilities
  are located in Vienna, Virginia.  The consideration for the Asset Purchase
  equalled Twenty Two Million Five Hundred Thousand Dollars ($22,500,000)
  consisting of Eight Million Dollars ($8,000,000) in cash and Three Hundred
  Ninety Eight Thousand Three Hundred Six (398,306) shares of P-COM Common Stock.
  The acquisition will be accounted for using the purchase method of accounting
  with goodwill amortization.  It is not currently anticipated that this
  accounting treatment will have a material adverse effect on the consolidated
  financial results of P-COM for the year ended December 31, 1997.  The cash
  consideration used for the acquisition consisted of cash generated by operations
  and from the net proceeds received by P-COM from the public offering of shares
  of P-COM Common Stock consummated in May 1996.  The basis for determining the
  amount of consideration paid by P-COM in the Asset Purchase was negotiated
  between unrelated parties.  In connection with the Asset Purchase, P-COM, CSM,
  and all the partners of CSM also entered into a Registration Rights Agreement,
  filed as Exhibit 7(c)(4) hereto, whereby P-COM has agreed to file a registration
  statement covering the Common Stock issued in the Asset Purchase, such
  registration statement to be effective on or before July 31, 1997.  The
  description of the agreements set forth herein does not purport to be complete
  and is qualified in its entirety by reference to the provisions of the
  definitive agreements, filed as a exhibits hereto.
  
       (b) Prior to the Asset Purchase, CSM was in the business of providing
  market and systems analysis, frequency planning, negotiation services, program
  management, and turnkey relocation encompassing all of the above for the
  cellular, business by-pass, and Personal Communications Systems ("PCS")
  industry.  P-COM intends to continue these operations at CSM's headquarters in
  Vienna, Virginia for at least the next two years.
  
  Item 7    FINANCIAL STATEMENTS AND EXHIBITS
  ------    ---------------------------------
  
       (a) Financial Statements of Business Acquired.  As of the date of filing of
           -----------------------------------------                              
  this initial report, there are no audited financial statements available
  relating to CSM that would meet the rules required by this form.  Price
  Waterhouse LLP, certified public accountants of P-COM, is currently preparing
  audited financial statements of CSM for P-COM.  These audited financial
  statements will be filed as an amendment on Form 8 to this initial report as
  soon as practicable.
  
       (b) Pro Forma Financial Information.  Pro forma financial information is
           -------------------------------                                     
  currently being prepared and will be filed as an amendment to this initial
  report as soon as practicable.
  <PAGE>
   
       (c) Exhibit.  The following documents are filed as exhibits to this report:
           -------                                                                
  
  
                 1. Exhibit 7(c)(2) - Asset Purchase Agreement, dated February
                    12, 1997, by and among P-COM, CSM and the partners of CSM
                    (Exhibit 5.8, the Registration Rights Agreement, is filed as
                    Exhibit 7(c)(4) hereto, all other exhibits are immaterial
                    and have been excluded, as well as all schedules; such
                    exhibits and schedules will be furnished supplementally upon
                    request by the Securities and Exchange Commission).
  
                 2. Exhibit 7(c)(4) - Registration Rights Agreement, dated March
                    7, 1997, by and among P-COM, CSM and the partners of CSM.
  
                 3. Exhibit 7(c)(99) - Press Release, dated February 12, 1997,
                    issued by P-COM announcing the signing of the Asset Purchase
                    Agreement.
  <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:  March 21, 1997                    By: /s/ Michael J. Sophie
                                              ________________________________  
  
                                Name:  Michael J. Sophie
  
                                Title:     Vice President, Finance and
                                           Administration and Chief Financial
                                           Officer
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
       Exhibit
       -------
  
       7(c)(2)        Asset Purchase Agreement, dated February 12, 1997, by and
                      among P-COM, Inc., Columbia Spectrum Management LP, and
                      all partners of Columbia Spectrum Management LP.
  
       7(c)(4)        Exhibit 7(c)(4) - Registration Rights Agreement, dated
                      March 7, 1997, by and among P-COM, Inc., Columbia Spectrum
                      Management LP, and all partners of Columbia Spectrum
                      Management LP.
  
       7(c)(99)       Press Release, dated February 12, 1997, issued by P-COM
                      announcing the signing of the Asset Purchase Agreement.
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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": "97500217"}, "business-address": {"street1": "3175 S WINCHESTER BLVD", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "4088663666"}, "mail-address": {"street1": "3175 S WINCHESTER BLVD", "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) MARCH 7, 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 2    ACQUISITION OR DISPOSITION OF ASSETS
  ------    ------------------------------------
  
       (a) On March 7, 1997, P-COM, Inc., a Delaware corporation ("P-COM"),
  purchased substantially all of the assets of Columbia Spectrum Management, LP, a
  Delaware limited partnership ("CSM") (the "Asset Purchase"), pursuant to an
  Asset Purchase Agreement, filed as Exhibit 7(c)(2) to this report, by and among
  P-COM, CSM and all partners of CSM (the "Purchase Agreement").
  
            The assets acquired in the Asset Purchase include service contracts,
  intellectual property, goodwill and related property.  CSM's primary facilities
  are located in Vienna, Virginia.  The consideration for the Asset Purchase
  equalled Twenty Two Million Five Hundred Thousand Dollars ($22,500,000)
  consisting of Eight Million Dollars ($8,000,000) in cash and Three Hundred
  Ninety Eight Thousand Three Hundred Six (398,306) shares of P-COM Common Stock.
  The acquisition will be accounted for using the purchase method of accounting
  with goodwill amortization.  It is not currently anticipated that this
  accounting treatment will have a material adverse effect on the consolidated
  financial results of P-COM for the year ended December 31, 1997.  The cash
  consideration used for the acquisition consisted of cash generated by operations
  and from the net proceeds received by P-COM from the public offering of shares
  of P-COM Common Stock consummated in May 1996.  The basis for determining the
  amount of consideration paid by P-COM in the Asset Purchase was negotiated
  between unrelated parties.  In connection with the Asset Purchase, P-COM, CSM,
  and all the partners of CSM also entered into a Registration Rights Agreement,
  filed as Exhibit 7(c)(4) hereto, whereby P-COM has agreed to file a registration
  statement covering the Common Stock issued in the Asset Purchase, such
  registration statement to be effective on or before July 31, 1997.  The
  description of the agreements set forth herein does not purport to be complete
  and is qualified in its entirety by reference to the provisions of the
  definitive agreements, filed as a exhibits hereto.
  
       (b) Prior to the Asset Purchase, CSM was in the business of providing
  market and systems analysis, frequency planning, negotiation services, program
  management, and turnkey relocation encompassing all of the above for the
  cellular, business by-pass, and Personal Communications Systems ("PCS")
  industry.  P-COM intends to continue these operations at CSM's headquarters in
  Vienna, Virginia for at least the next two years.
  
  Item 7    FINANCIAL STATEMENTS AND EXHIBITS
  ------    ---------------------------------
  
       (a) Financial Statements of Business Acquired.  As of the date of filing of
           -----------------------------------------                              
  this initial report, there are no audited financial statements available
  relating to CSM that would meet the rules required by this form.  Price
  Waterhouse LLP, certified public accountants of P-COM, is currently preparing
  audited financial statements of CSM for P-COM.  These audited financial
  statements will be filed as an amendment on Form 8 to this initial report as
  soon as practicable.
  
       (b) Pro Forma Financial Information.  Pro forma financial information is
           -------------------------------                                     
  currently being prepared and will be filed as an amendment to this initial
  report as soon as practicable.
  (c) Exhibit.  The following documents are filed as exhibits to this report:
           -------                                                                
  
                 1. Exhibit 7(c)(2) - Asset Purchase Agreement, dated February
                    12, 1997, by and among P-COM, CSM and the partners of CSM
                    (Exhibit 5.8, the Registration Rights Agreement, is filed as
                    Exhibit 7(c)(4) hereto, all other exhibits are immaterial
                    and have been excluded, as well as all schedules; such
                    exhibits and schedules will be furnished supplementally upon
                    request by the Securities and Exchange Commission).
  
                 2. Exhibit 7(c)(4) - Registration Rights Agreement, dated March
                    7, 1997, by and among P-COM, CSM and the partners of CSM.
  
                 3. Exhibit 7(c)(99) - Press Release, dated February 12, 1997,
                    issued by P-COM announcing the signing of the Asset Purchase
                    Agreement.
  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:  March 21, 1997                    By: /s/ Michael J. Sophie
                                              ________________________________  
  
                                Name:  Michael J. Sophie
  
                                Title:     Vice President, Finance and
                                           Administration and Chief Financial
                                           Officer
  EXHIBIT INDEX
  
       Exhibit
       -------
  
       7(c)(2)        Asset Purchase Agreement, dated February 12, 1997, by and
                      among P-COM, Inc., Columbia Spectrum Management LP, and
                      all partners of Columbia Spectrum Management LP.
  
       7(c)(4)        Exhibit 7(c)(4) - Registration Rights Agreement, dated
                      March 7, 1997, by and among P-COM, Inc., Columbia Spectrum
                      Management LP, and all partners of Columbia Spectrum
                      Management LP.
  
       7(c)(99)       Press Release, dated February 12, 1997, issued by P-COM
                      announcing the signing of the Asset Purchase Agreement.