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)   OCTOBER 5, 1998
                                                     -----------------------------
  
  
                                  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 October 5, 1998, the Board of Directors of P-Com, Inc. (the
  "Company") approved an amendment to the Rights Agreement between the Company and
  BankBoston, N.A., as Rights Agent dated as of October 1, 1997.
  
            The First Amendment to the Rights Agreement, dated as of October 5,
  1998, between the Company and BankBoston, N.A. is attached hereto as an exhibit
  and is incorporated herein by reference.
  
  
  Item 7.   Exhibits.
            -------- 
  
  
               4.6    First Amendment to the Rights Agreement, dated as of October
                      5, 1998, between the Company and BankBoston, N.A.
  
                                         2.
  <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:  October 15, 1998     By: /s/ GEORGE P. ROBERTS
                                 _______________________________________
                                 Name:     George P. Roberts
                                 Title:    Chief Executive Officer
  <PAGE>
   
                                   EXHIBIT INDEX
                                          
  EXHIBIT
  NUMBER                   DOCUMENT DESCRIPTION
  ------                   --------------------
  
  
   4.6      First Amendment to the Rights Agreement, dated as of October 5, 1998,
            between the Company and BankBoston, N.A.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3182}]
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": "98726397"}, "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)   OCTOBER 5, 1998
                                                     -----------------------------
  
                                  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 October 5, 1998, the Board of Directors of P-Com, Inc. (the
  "Company") approved an amendment to the Rights Agreement between the Company and
  BankBoston, N.A., as Rights Agent dated as of October 1, 1997.
  
            The First Amendment to the Rights Agreement, dated as of October 5,
  1998, between the Company and BankBoston, N.A. is attached hereto as an exhibit
  and is incorporated herein by reference.
  
  Item 7.   Exhibits.
            -------- 
  
               4.6    First Amendment to the Rights Agreement, dated as of October
                      5, 1998, between the Company and BankBoston, N.A.
  
                                         2.
  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:  October 15, 1998     By: /s/ GEORGE P. ROBERTS
                                 _______________________________________
                                 Name:     George P. Roberts
                                 Title:    Chief Executive Officer
  EXHIBIT INDEX
                                          
  EXHIBIT
  NUMBER                   DOCUMENT DESCRIPTION
  ------                   --------------------
  
   4.6      First Amendment to the Rights Agreement, dated as of October 5, 1998,
            between the Company and BankBoston, N.A.