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 10, 1997
                                 -----------------
                  Date of Report (Date of earliest event reported)
  
  
                                    P-COM, INC.
  - --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  <TABLE>
  <CAPTION>
   
   
  <S>                             <C>           <C>
       DELAWARE                       0-25356              77-02893711
  - --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission           (IRS Employer
      of incorporation)             File Number)        Identification No.)
   
  </TABLE>
  
       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 9.  Sales of Equity Securities Pursuant to Regulation S.
  
       On November 10, 1997, the Registrant completed the issuance and sale of
  $100,000,000 aggregate principal amount 4-1/4% Convertible Subordinated Notes
  due November 1, 2002 (the "Notes").  The Notes were sold in a private
  transaction to the initial purchasers, PaineWebber Incorporated, BancAmerica
  Robertson Stephens, NationsBanc Montgomery Securities, Inc. and Pacific Growth
  Equities, Inc. (the "Initial Purchasers"), which received total discounts and
  commissions of $2,500,000.  The Registrant also granted to the Initial
  Purchasers a 30-day option to purchase up to an additional $15,000,000 aggregate
  principal amount of Notes on the same terms as those sold on November 10, 1997,
  solely to cover over-allotments, if any.
  
       Resales of the Notes will be made by the Initial Purchasers within the
  United States in the amount of $98,000,000 to qualified institutional buyers in
  accordance with Rule 144A and to qualified institutional accredited investors
  promulgated under the Securities Act of 1933, as amended (the "Act"), and
  outside the United States in the amount of $2,000,000 to non-United States
  persons in accordance with Regulation S promulgated under the Act.
  
            The Notes are convertible into Common Stock of the Registrant at a
  conversion price of $27.46 per share at any time on or after the 90th day
  following the latest date of initial issuance of Notes and on or prior to
  maturity unless previously redeemed or repurchased.  The Notes are not
  redeemable by the Registrant prior to November 5, 2000.  Thereafter, the Notes
  are redeemable at the option of the Registrant, in whole, or from time to time,
  in part, at the redemption prices set forth in the offering memorandum, together
  with accrued interest.  Upon the occurrence of certain events, each holder of
  the Notes has the right to require the Registrant to repurchase such holder's
  Notes at a purchase price equal to 100% of the principal amount thereof, plus
  accrued interest.  The Notes are unsecured obligations of the Registrant and are
  subordinate to certain present and future senior indebtedness.
  <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 21, 1997            By:     /s/ Michael J. Sophie
                                              ------------------------------
                                      Name:   Michael J. Sophie
                                      Title:  Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4640}]
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", "file-number": "001-13475", "film-number": "97726581"}, "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 10, 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 9.  Sales of Equity Securities Pursuant to Regulation S.
  
       On November 10, 1997, the Registrant completed the issuance and sale of
  $100,000,000 aggregate principal amount 4-1/4% Convertible Subordinated Notes
  due November 1, 2002 (the "Notes").  The Notes were sold in a private
  transaction to the initial purchasers, PaineWebber Incorporated, BancAmerica
  Robertson Stephens, NationsBanc Montgomery Securities, Inc. and Pacific Growth
  Equities, Inc. (the "Initial Purchasers"), which received total discounts and
  commissions of $2,500,000.  The Registrant also granted to the Initial
  Purchasers a 30-day option to purchase up to an additional $15,000,000 aggregate
  principal amount of Notes on the same terms as those sold on November 10, 1997,
  solely to cover over-allotments, if any.
  
       Resales of the Notes will be made by the Initial Purchasers within the
  United States in the amount of $98,000,000 to qualified institutional buyers in
  accordance with Rule 144A and to qualified institutional accredited investors
  promulgated under the Securities Act of 1933, as amended (the "Act"), and
  outside the United States in the amount of $2,000,000 to non-United States
  persons in accordance with Regulation S promulgated under the Act.
  
            The Notes are convertible into Common Stock of the Registrant at a
  conversion price of $27.46 per share at any time on or after the 90th day
  following the latest date of initial issuance of Notes and on or prior to
  maturity unless previously redeemed or repurchased.  The Notes are not
  redeemable by the Registrant prior to November 5, 2000.  Thereafter, the Notes
  are redeemable at the option of the Registrant, in whole, or from time to time,
  in part, at the redemption prices set forth in the offering memorandum, together
  with accrued interest.  Upon the occurrence of certain events, each holder of
  the Notes has the right to require the Registrant to repurchase such holder's
  Notes at a purchase price equal to 100% of the principal amount thereof, plus
  accrued interest.  The Notes are unsecured obligations of the Registrant and are
  subordinate to certain present and future senior indebtedness.
  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 21, 1997            By:     /s/ Michael J. Sophie
                                              ------------------------------
                                      Name:   Michael J. Sophie
                                      Title:  Chief Financial Officer