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 28, 1998
                                                   --------------
  
  
                                    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
  ------    ------------
  
       On March 28, 1998, P-Com, Inc., a Delaware corporation ("P-Com"), purchased
  the assets of the Wireless Communications Group ("Group") of Cylink Corporation,
  a California corporation ("Cylink") (the "Asset Purchase"), pursuant to an Asset
  Purchase Agreement, filed as Exhibit 7(c)(2) to this report, by and between P-
  Com and Cylink (the "Purchase Agreement").
  
       The assets acquired in the Asset Purchase include (1) machinery, equipment,
  computer hardware, peripherals, software, quality assurance equipment, furniture
  and fixtures; (2) inventory; (3) rights under agreements, commitments,
  contracts, licenses, purchase and sales orders, proprietary information and
  inventions agreements, nondisclosure agreements, confidentiality agreements,
  quotations, and other executory commitments; (4) franchises, licenses, permits,
  consents, and authorizations and approvals for foreign, federal or state or
  local governments; (5) rights to patents, trademarks, trade names, service
  marks, copyrights, trade secret rights and other intellectual property rights
  and related applications therefore; (6) accounts receivable; (7) all rights
  under warranties; (8) all of the Group's causes of action, judgments, and claims
  or demands of whatever kind or description, (9) goodwill; and (10) leasehold
  interests.  Certain assets have been excluded from the transaction.  The Group's
  primary facilities are located in Sunnyvale, California.  The consideration for
  the Asset Purchase equalled Sixty Million Five Hundred Thousand Dollars
  ($60,500,000) consisting of Forty Six Million Dollars ($46,000,000) in cash and
  Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in a short-term,
  non interest bearing unsecured subordinated promissory note.  The acquisition
  will be accounted for using the purchase method of accounting.  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, 1998.  The cash consideration used for the acquisition consisted of
  cash generated by operations and from the net proceeds received by P-Com from
  the sale of convertible subordinated notes in November 1997.  The basis for
  determining the amount of consideration paid by P-Com in the Asset Purchase was
  negotiated between unrelated parties.  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 agreement, filed as a exhibit
  hereto.
  
       Prior to the Asset Purchase, The Group was in the business of developing
  spread spectrum radio products for voice and data applications in both domestic
  and international markets.  P-Com intends to continue these operations to
  enhance its leadership position in the digital microwave and millimeter wave
  radio market.
  
  Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  ------    ------------------------------------------------------------------
  
       (a) Financial Statements of Business Acquired.  No audited financial
           -----------------------------------------                       
  statements are required to be filed on this Current Report on Form 8-K.
  
       (b) Pro Forma Financial Information.  No pro forma financial information is
           -------------------------------                                        
  required to be filed on this Current Report on Form 8-K.
  
  
                                        2.
  <PAGE>
   
       (c) Exhibits.  The following documents are filed as exhibits to this
           --------                                                        
  report:
  
                 1.   Exhibit 7(c)(2) - Asset Purchase Agreement, dated March 13,
                      1998, by and between P-Com and Cylink (all exhibits and
                      schedules are immaterial and have been excluded; such
                      exhibits and schedules will be furnished supplementally upon
                      request by the Securities and Exchange Commission).
  
                 2.   Exhibit 7(c)(2.1) - Amendment to the Asset Purchase
                      Agreement, dated March 13, 1998, by and between P-Com and
                      Cylink.
  
                 3.   Exhibit 7(c)(2.2) - Amendment No. 2 to the Asset Purchase
                      Agreement, dated March 27, 1998, by and between P-Com and
                      Cylink.
  
                 4.   Exhibit 7(c)(99) - Press Release, dated March 13, 1998,
                      issued by P-Com announcing the signing of the Asset Purchase
                      Agreement (Incorporated by reference to Exhibit 99.1 of P-
                      Com's Form 8-K filed with the Securities and Exchange
                      Commission on March 16, 1998).
  
                 5.   Exhibit 7(c)(99.1) - Press Release, dated April 1, 1998,
                      announcing the completion of P-Com's acquisition of the
                      Wireless Communications Group of Cylink located in
                      Sunnyvale, California.
  
  
  
                                        3.
  <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:  April 9, 1998          By: /s/ Michael J. Sophie
                                   -----------------------------
                                Name:  Michael J. Sophie
  
                                Title:  Chief Financial Officer
  
  
  
  
                                        4.
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.
  -------------
  <S>            <C>
  7(c)(2)        Asset Purchase Agreement, dated March 13, 1998, by and between P-Com,
                 Inc. and Cylink Corporation.
  7(c)(2.1)      Amendment to the Asset Purchase Agreement, dated March 13, 1998, by and
                 between P-Com and Cylink.
  7(c)(2.2)      Amendment No. 2 to the Asset Purchase Agreement, dated March 27, 1998,
                 by and between P-Com and Cylink.
  7(c)(99)       Press Release, dated March 13, 1998, issued by P-Com announcing the
                 signing of the Asset Purchase Agreement (Incorporated by reference to
                 Exhibit 99.1 of P-Com's Form 8-K filed with the Securities and Exchange
                 Commission on March 16, 1998).
  7(c)(99.1)     Press Release, dated April 1, 1998, announcing the completion of
                 P-Com's
                 acquisition of the Wireless Communications Group of Cylink located in
                 Sunnyvale, California.
  </TABLE>
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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": "98590927"}, "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) MARCH 28, 1998
                                                   --------------
  
                                    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
  ------    ------------
  
       On March 28, 1998, P-Com, Inc., a Delaware corporation ("P-Com"), purchased
  the assets of the Wireless Communications Group ("Group") of Cylink Corporation,
  a California corporation ("Cylink") (the "Asset Purchase"), pursuant to an Asset
  Purchase Agreement, filed as Exhibit 7(c)(2) to this report, by and between P-
  Com and Cylink (the "Purchase Agreement").
  
       The assets acquired in the Asset Purchase include (1) machinery, equipment,
  computer hardware, peripherals, software, quality assurance equipment, furniture
  and fixtures; (2) inventory; (3) rights under agreements, commitments,
  contracts, licenses, purchase and sales orders, proprietary information and
  inventions agreements, nondisclosure agreements, confidentiality agreements,
  quotations, and other executory commitments; (4) franchises, licenses, permits,
  consents, and authorizations and approvals for foreign, federal or state or
  local governments; (5) rights to patents, trademarks, trade names, service
  marks, copyrights, trade secret rights and other intellectual property rights
  and related applications therefore; (6) accounts receivable; (7) all rights
  under warranties; (8) all of the Group's causes of action, judgments, and claims
  or demands of whatever kind or description, (9) goodwill; and (10) leasehold
  interests.  Certain assets have been excluded from the transaction.  The Group's
  primary facilities are located in Sunnyvale, California.  The consideration for
  the Asset Purchase equalled Sixty Million Five Hundred Thousand Dollars
  ($60,500,000) consisting of Forty Six Million Dollars ($46,000,000) in cash and
  Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in a short-term,
  non interest bearing unsecured subordinated promissory note.  The acquisition
  will be accounted for using the purchase method of accounting.  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, 1998.  The cash consideration used for the acquisition consisted of
  cash generated by operations and from the net proceeds received by P-Com from
  the sale of convertible subordinated notes in November 1997.  The basis for
  determining the amount of consideration paid by P-Com in the Asset Purchase was
  negotiated between unrelated parties.  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 agreement, filed as a exhibit
  hereto.
  
       Prior to the Asset Purchase, The Group was in the business of developing
  spread spectrum radio products for voice and data applications in both domestic
  and international markets.  P-Com intends to continue these operations to
  enhance its leadership position in the digital microwave and millimeter wave
  radio market.
  
  Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  ------    ------------------------------------------------------------------
  
       (a) Financial Statements of Business Acquired.  No audited financial
           -----------------------------------------                       
  statements are required to be filed on this Current Report on Form 8-K.
  
       (b) Pro Forma Financial Information.  No pro forma financial information is
           -------------------------------                                        
  required to be filed on this Current Report on Form 8-K.
  
                                        2.
  (c) Exhibits.  The following documents are filed as exhibits to this
           --------                                                        
  report:
  
                 1.   Exhibit 7(c)(2) - Asset Purchase Agreement, dated March 13,
                      1998, by and between P-Com and Cylink (all exhibits and
                      schedules are immaterial and have been excluded; such
                      exhibits and schedules will be furnished supplementally upon
                      request by the Securities and Exchange Commission).
  
                 2.   Exhibit 7(c)(2.1) - Amendment to the Asset Purchase
                      Agreement, dated March 13, 1998, by and between P-Com and
                      Cylink.
  
                 3.   Exhibit 7(c)(2.2) - Amendment No. 2 to the Asset Purchase
                      Agreement, dated March 27, 1998, by and between P-Com and
                      Cylink.
  
                 4.   Exhibit 7(c)(99) - Press Release, dated March 13, 1998,
                      issued by P-Com announcing the signing of the Asset Purchase
                      Agreement (Incorporated by reference to Exhibit 99.1 of P-
                      Com's Form 8-K filed with the Securities and Exchange
                      Commission on March 16, 1998).
  
                 5.   Exhibit 7(c)(99.1) - Press Release, dated April 1, 1998,
                      announcing the completion of P-Com's acquisition of the
                      Wireless Communications Group of Cylink located in
                      Sunnyvale, California.
  
                                        3.
  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:  April 9, 1998          By: /s/ Michael J. Sophie
                                   -----------------------------
                                Name:  Michael J. Sophie
  
                                Title:  Chief Financial Officer
  
                                        4.
  EXHIBIT INDEX
  Exhibit No.
  -------------
  7(c)(2)        Asset Purchase Agreement, dated March 13, 1998, by and between P-Com,
                 Inc. and Cylink Corporation.
  7(c)(2.1)      Amendment to the Asset Purchase Agreement, dated March 13, 1998, by and
                 between P-Com and Cylink.
  7(c)(2.2)      Amendment No. 2 to the Asset Purchase Agreement, dated March 27, 1998,
                 by and between P-Com and Cylink.
  7(c)(99)       Press Release, dated March 13, 1998, issued by P-Com announcing the
                 signing of the Asset Purchase Agreement (Incorporated by reference to
                 Exhibit 99.1 of P-Com's Form 8-K filed with the Securities and Exchange
                 Commission on March 16, 1998).
  7(c)(99.1)     Press Release, dated April 1, 1998, announcing the completion of
                 P-Com's
                 acquisition of the Wireless Communications Group of Cylink located in
                 Sunnyvale, California.