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)    February 7, 2001
                                                   -------------------------
  
                                 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.
           ------------
  
                 On February 7, 2001, our wholly-owned subsidiary P-Com Network
  Services Limited sold all of the stock of R.T. Masts Limited to SpectraSite
  Transco Communications Limited. In exchange, we/P-Com Network Services Limited
  received 8,250,000 pounds sterling in cash, an additional 500,000 pounds
  sterling in cash in a 6-month escrow, and a 500,000 pounds sterling promissory
  note at LIBOR due in 2008. At the February 7, 2001 exchange rate of 1.45, the
  9,250,000 pounds sterling sale price equated to approximately $13,400,000.
  
                 R.T. Masts, which had 2000 revenue of approximately $20,000,000,
  was our services operation in the United Kingdom. We remain committed to and
  enthusiastic about the equipment business in the U.K. (and elsewhere) and the
  services business in the United States.
  
  Item 7.  Financial Statement and Exhibits.
           --------------------------------
  
                 1)   Exhibit 10.86 - Agreement dated February 7, 2001 among
  P-Com, Inc., P-Com Network Services Limited, and SpectraSite Communications
  Limited.
  
  
                                    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:  February 15, 2001          By: /s/ George P. Roberts
                                        ------------------------------------------
                                        Name:  George P. Roberts
                                        Title: Chief Executive Officer
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  Exhibit
  -------
  
  10.86       Agreement dated February 7, 2001 among P-Com, Inc., P-Com Network
              Services Limited, and SpectraSite Transco Communications Limited.
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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": "1547915"}, "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)    February 7, 2001
                                                   -------------------------
  
                                 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.
           ------------
  
                 On February 7, 2001, our wholly-owned subsidiary P-Com Network
  Services Limited sold all of the stock of R.T. Masts Limited to SpectraSite
  Transco Communications Limited. In exchange, we/P-Com Network Services Limited
  received 8,250,000 pounds sterling in cash, an additional 500,000 pounds
  sterling in cash in a 6-month escrow, and a 500,000 pounds sterling promissory
  note at LIBOR due in 2008. At the February 7, 2001 exchange rate of 1.45, the
  9,250,000 pounds sterling sale price equated to approximately $13,400,000.
  
                 R.T. Masts, which had 2000 revenue of approximately $20,000,000,
  was our services operation in the United Kingdom. We remain committed to and
  enthusiastic about the equipment business in the U.K. (and elsewhere) and the
  services business in the United States.
  
  Item 7.  Financial Statement and Exhibits.
           --------------------------------
  
                 1)   Exhibit 10.86 - Agreement dated February 7, 2001 among
  P-Com, Inc., P-Com Network Services Limited, and SpectraSite Communications
  Limited.
  
                                    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:  February 15, 2001          By: /s/ George P. Roberts
                                        ------------------------------------------
                                        Name:  George P. Roberts
                                        Title: Chief Executive Officer
  EXHIBIT INDEX
                                   -------------
  
  Exhibit
  -------
  
  10.86       Agreement dated February 7, 2001 among P-Com, Inc., P-Com Network
              Services Limited, and SpectraSite Transco Communications Limited.