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
  
  
                                 NOVEMBER 5, 1997
                                 ----------------
                 Date of Report (Date of earliest event reported)
  
  
                                     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
                                                        --------------
  
                                     N/A
                                     ---
          (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5.  Other Events.
  
    In a press release disseminated on November 5, 1997, the Registrant publicly
  announced that it has sold $100 million of 4 1/4% convertible subordinated notes
  due 2002.  The offering is expected to close on November 10, 1997 and the
  Registrant has granted to the initial purchaser a 30-day option to purchase an
  additional $15 million of notes to cover over-allotments, if any.  A copy of the
  press release is attached hereto and incorporated herein by reference.
  
  
  Item 7.  Financial Statements and Exhibits
  
    A copy of Registrant's press release announcing a private placement of
  convertible subordinated notes is attached hereto as an exhibit and incorporated
  herein by reference.
  <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:  November 5, 1997                      By:   /s/ MICHAEL J. SOPHIE
                                                   __________________________
                                                   Name:  Michael J. Sophie
                                                   Title: Chief Financial Officer
  <PAGE>
   
                                   INDEX TO EXHIBITS
  
  
  Exhibit No.               Description                                 Page
  -----------               -----------                                 ----
  
  
      99.1          Press Release disseminated November 5, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3327}]
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": "001-13475", "film-number": "97707950"}, "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
  
                                 NOVEMBER 5, 1997
                                 ----------------
                 Date of Report (Date of earliest event reported)
  
                                     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
                                                        --------------
  
                                     N/A
                                     ---
          (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
  
    In a press release disseminated on November 5, 1997, the Registrant publicly
  announced that it has sold $100 million of 4 1/4% convertible subordinated notes
  due 2002.  The offering is expected to close on November 10, 1997 and the
  Registrant has granted to the initial purchaser a 30-day option to purchase an
  additional $15 million of notes to cover over-allotments, if any.  A copy of the
  press release is attached hereto and incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits
  
    A copy of Registrant's press release announcing a private placement of
  convertible subordinated notes is attached hereto as an exhibit and incorporated
  herein by reference.
  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:  November 5, 1997                      By:   /s/ MICHAEL J. SOPHIE
                                                   __________________________
                                                   Name:  Michael J. Sophie
                                                   Title: Chief Financial Officer
  INDEX TO EXHIBITS
  
  Exhibit No.               Description                                 Page
  -----------               -----------                                 ----
  
      99.1          Press Release disseminated November 5, 1997