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)           June 4, 1999
                                                   ------------------------------
  
                                   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.
           ------------
  
            Exchange of Series B Preferred Stock for Common Stock
  
            As described more fully in the documents attached as exhibits hereto,
  on June 4, 1999, we exchanged:
  
            . 5,134,795 shares of our common stock for all 15,000 shares of our
              outstanding Series B Preferred Stock, and
  
            . new warrants to purchase 1,242,257 shares of our common stock for
              outstanding warrants to purchase 1,242,257 shares of our common
              stock.
  
  Cost Reductions
  
            We will continue our efforts to reduce our operating expenses.
  
  
  Item 7.  Financial Statements and Exhibits.
           ---------------------------------
  
            10.48A  Agreement between P-Com, Inc. and Marshall Capital Management,
                    Inc., dated as of June 4, 1999.
  
            10.48B  Agreement between P-Com, Inc. and Castle Creek Technology
                    Partners LLC, dated as of June 4, 1999.
  
            10.48C  Agreement between P-Com, Inc. and Capital Ventures
                    International, dated as of June 4, 1999.
  
            10.49A  Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Marshall Capital
                    Management, Inc.
  
            10.49B  Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Castle Creek Technology
                    Partners LLC.
  
            10.49C  Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Capital Ventures
                    International.
  
            99.3    Press Release of P-Com, Inc., dated June 4, 1999.
  <PAGE>
  
                                     SIGNATURE
  
            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 thereunto duly authorized.
  
  
  
                                P-COM, INC.
  
  
  
  DATE:  June 4, 1999           By:              /s/ Robert E. Collins
                                      -------------------------------------------
                                          Name:  Robert E. Collins
                                          Title:  Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
    Exhibit No.     Description
    -----------     -----------
      10.48A        Agreement between P-Com, Inc. and Marshall Capital Management,
                    Inc., dated as of June 4, 1999.
  
      10.48B        Agreement between P-Com, Inc. and Castle Creek Technology
                    Partners LLC, dated as of June 4, 1999.
  
      10.48C        Agreement between P-Com, Inc. and Capital Ventures
                    International, dated as of June 4, 1999.
  
      10.49A        Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Marshall Capital
                    Management, Inc.
  
      10.49B        Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Castle Creek Technology
                    Partners LLC.
  
      10.49C        Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Capital Ventures
                    International.
  
      99.3          Press Release of P-Com, Inc., dated June 4, 1999.
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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": "99641812"}, "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)           June 4, 1999
                                                   ------------------------------
  
                                   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.
           ------------
  
            Exchange of Series B Preferred Stock for Common Stock
  
            As described more fully in the documents attached as exhibits hereto,
  on June 4, 1999, we exchanged:
  
            . 5,134,795 shares of our common stock for all 15,000 shares of our
              outstanding Series B Preferred Stock, and
  
            . new warrants to purchase 1,242,257 shares of our common stock for
              outstanding warrants to purchase 1,242,257 shares of our common
              stock.
  
  Cost Reductions
  
            We will continue our efforts to reduce our operating expenses.
  
  Item 7.  Financial Statements and Exhibits.
           ---------------------------------
  
            10.48A  Agreement between P-Com, Inc. and Marshall Capital Management,
                    Inc., dated as of June 4, 1999.
  
            10.48B  Agreement between P-Com, Inc. and Castle Creek Technology
                    Partners LLC, dated as of June 4, 1999.
  
            10.48C  Agreement between P-Com, Inc. and Capital Ventures
                    International, dated as of June 4, 1999.
  
            10.49A  Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Marshall Capital
                    Management, Inc.
  
            10.49B  Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Castle Creek Technology
                    Partners LLC.
  
            10.49C  Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Capital Ventures
                    International.
  
            99.3    Press Release of P-Com, Inc., dated June 4, 1999.
  SIGNATURE
  
            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 thereunto duly authorized.
  
                                P-COM, INC.
  
  DATE:  June 4, 1999           By:              /s/ Robert E. Collins
                                      -------------------------------------------
                                          Name:  Robert E. Collins
                                          Title:  Chief Financial Officer
  EXHIBIT INDEX
                                   -------------
    Exhibit No.     Description
    -----------     -----------
      10.48A        Agreement between P-Com, Inc. and Marshall Capital Management,
                    Inc., dated as of June 4, 1999.
  
      10.48B        Agreement between P-Com, Inc. and Castle Creek Technology
                    Partners LLC, dated as of June 4, 1999.
  
      10.48C        Agreement between P-Com, Inc. and Capital Ventures
                    International, dated as of June 4, 1999.
  
      10.49A        Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Marshall Capital
                    Management, Inc.
  
      10.49B        Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Castle Creek Technology
                    Partners LLC.
  
      10.49C        Warrant to purchase shares of Common Stock, dated as of June
                    4, 1999, issued by P-Com, Inc. to Capital Ventures
                    International.
  
      99.3          Press Release of P-Com, Inc., dated June 4, 1999.