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 21, 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>
  
            4)   Exhibit 10.49 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and Gruber McBaine
                 International.
  
            5)   Exhibit 10.50 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and Lockheed Martin Corp.
                 Master Retirement Trust.
  
            6)   Exhibit 10.51 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and Trustees of Hamilton
                 College.
  
            7)   Exhibit 10.52 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and State of Wisconsin
                 Investment Board.
  
            8)   Exhibit 99.1 - Press Release, dated June 21, 1999 announcing the
                 signing of seven separate agreements to sell a total of
                 10,067,958 shares of newly issued common stock for an aggregate
                 of $40 million.
  
  Item 5.  Other Events.
           ------------
  
            Sale of Common Stock
            --------------------
  
            On June 21, 1999, the Registrant issued a press release announcing the
  signing of seven separate agreements to sell a total of 10,067,958 shares of
  newly issued common stock for an aggregate of $40 million.  A copy of the press
  release is attached hereto and incorporated herein by reference.
  
            Accounting Charges
            ------------------
  
            The Registrant will record a charge to stockholders' equity in the
  second quarter of fiscal 1999 of approximately $9.5 million due to the exchange
  on June 4, 1999 of newly issued common stock for all of the Registrant's
  outstanding Series B preferred stock.  This charge was previously estimated at
  $11.5 million.
  
            Statements in this report that are forward looking involve known and
  unknown risks and uncertainties, which may cause the Registrant's actual results
  in future periods to be materially different from any future performance that
  may be suggested in this report.  Such factors may include, but are not limited
  to, reliance upon subcontractors, fluctuations in customer demand and
  commitments, both in timing and volume, introduction of new products, commercial
  acceptance and viability of new products and expenses associated therewith,
  cancellations of orders without penalties, pricing and competition, the
  Registrant's ability to have available an appropriate amount of production
  capacity in a timely manner, the ability of the Registrant's customers to
  finance their purchases of the Registrant's products and/or services, the timing
  of new technology and product introductions, the risk of early obsolescence
  accounting for adjustments for the Cylink acquisition and the pending
  stockholder class action lawsuits.  Further, the Registrant operates in an
  industry sector where securities values are highly volatile and may be
  influenced by economic and other factors beyond the Registrant's control, such
  as announcements by competitors and service providers.  Reference is made to the
  discussion of risk factors detailed in the Registrant's filings with the
  Securities and Exchange Commission, including its reports on Form 10-K and 10-Q.
  
  Item 7.  Financial Statement and Exhibits.
           --------------------------------
  
            The following documents are filed as exhibits to this report:
  
            1)   Exhibit 10.46 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and The Kaufmann Fund.
  
            2)   Exhibit 10.47 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and BayStar Capital, L.P.
  
            3)   Exhibit 10.48 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Lagunitas Partners LP.
  <PAGE>
  
            4)   Exhibit 10.49 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Gruber McBaine International.
  
            5)   Exhibit 10.50 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Lockheed Martin Corp. Master
                 Retirement Trust.
  
            6)   Exhibit 10.51 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Trustees of Hamilton College.
  
            7)   Exhibit 10.52 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and State of Wisconsin Investment
                 Board.
  
            8)   Exhibit 99.1 - Press Release, dated June 21, 1999, announcing the
                 signing of seven separate agreements to sell a total of
                 10,067,958 shares of newly issued common stock for an aggregate
                 of $40 million.
  <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.
  
  
  
  DATE: June 22, 1999       By:      /s/  Robert E. Collins
                                     -------------------------------------------
                                       Name:  Robert E. Collins
                                       Title:  Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit
  -------
  
  10.46  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and The Kaufmann Fund.
  
  10.47  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and BayStar Capital, L.P.
  
  10.48  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Lagunitas Partners LP.
  
  10.49  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Gruber McBaine International.
  
  10.50  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Lockheed Martin Corp. Master Retirement Trust.
  
  10.51  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Trustees of Hamilton College.
  
  10.52  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and State of Wisconsin Investment Board.
  
  99.1  Press Release, dated June 21, 1999, announcing the signing of seven
         separate agreements to sell a total of 10,067,958 shares of newly issued
         common stock for an aggregate of $40 million.
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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": "99650329"}, "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 21, 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.)
  4)   Exhibit 10.49 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and Gruber McBaine
                 International.
  
            5)   Exhibit 10.50 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and Lockheed Martin Corp.
                 Master Retirement Trust.
  
            6)   Exhibit 10.51 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and Trustees of Hamilton
                 College.
  
            7)   Exhibit 10.52 - Common Stock PIPES Purchase Agreement, dated
                 June 21, 1999, by and between P-Com and State of Wisconsin
                 Investment Board.
  
            8)   Exhibit 99.1 - Press Release, dated June 21, 1999 announcing the
                 signing of seven separate agreements to sell a total of
                 10,067,958 shares of newly issued common stock for an aggregate
                 of $40 million.
  
  Item 5.  Other Events.
           ------------
  
            Sale of Common Stock
            --------------------
  
            On June 21, 1999, the Registrant issued a press release announcing the
  signing of seven separate agreements to sell a total of 10,067,958 shares of
  newly issued common stock for an aggregate of $40 million.  A copy of the press
  release is attached hereto and incorporated herein by reference.
  
            Accounting Charges
            ------------------
  
            The Registrant will record a charge to stockholders' equity in the
  second quarter of fiscal 1999 of approximately $9.5 million due to the exchange
  on June 4, 1999 of newly issued common stock for all of the Registrant's
  outstanding Series B preferred stock.  This charge was previously estimated at
  $11.5 million.
  
            Statements in this report that are forward looking involve known and
  unknown risks and uncertainties, which may cause the Registrant's actual results
  in future periods to be materially different from any future performance that
  may be suggested in this report.  Such factors may include, but are not limited
  to, reliance upon subcontractors, fluctuations in customer demand and
  commitments, both in timing and volume, introduction of new products, commercial
  acceptance and viability of new products and expenses associated therewith,
  cancellations of orders without penalties, pricing and competition, the
  Registrant's ability to have available an appropriate amount of production
  capacity in a timely manner, the ability of the Registrant's customers to
  finance their purchases of the Registrant's products and/or services, the timing
  of new technology and product introductions, the risk of early obsolescence
  accounting for adjustments for the Cylink acquisition and the pending
  stockholder class action lawsuits.  Further, the Registrant operates in an
  industry sector where securities values are highly volatile and may be
  influenced by economic and other factors beyond the Registrant's control, such
  as announcements by competitors and service providers.  Reference is made to the
  discussion of risk factors detailed in the Registrant's filings with the
  Securities and Exchange Commission, including its reports on Form 10-K and 10-Q.
  
  Item 7.  Financial Statement and Exhibits.
           --------------------------------
  
            The following documents are filed as exhibits to this report:
  
            1)   Exhibit 10.46 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and The Kaufmann Fund.
  
            2)   Exhibit 10.47 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and BayStar Capital, L.P.
  
            3)   Exhibit 10.48 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Lagunitas Partners LP.
  4)   Exhibit 10.49 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Gruber McBaine International.
  
            5)   Exhibit 10.50 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Lockheed Martin Corp. Master
                 Retirement Trust.
  
            6)   Exhibit 10.51 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and Trustees of Hamilton College.
  
            7)   Exhibit 10.52 - Common Stock PIPES Purchase Agreement, dated June
                 21, 1999, by and between P-Com and State of Wisconsin Investment
                 Board.
  
            8)   Exhibit 99.1 - Press Release, dated June 21, 1999, announcing the
                 signing of seven separate agreements to sell a total of
                 10,067,958 shares of newly issued common stock for an aggregate
                 of $40 million.
  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: June 22, 1999       By:      /s/  Robert E. Collins
                                     -------------------------------------------
                                       Name:  Robert E. Collins
                                       Title:  Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  -------
  
  10.46  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and The Kaufmann Fund.
  
  10.47  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and BayStar Capital, L.P.
  
  10.48  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Lagunitas Partners LP.
  
  10.49  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Gruber McBaine International.
  
  10.50  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Lockheed Martin Corp. Master Retirement Trust.
  
  10.51  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and Trustees of Hamilton College.
  
  10.52  Common Stock PIPES Purchase Agreement, dated June 21, 1999, by and
         between P-Com and State of Wisconsin Investment Board.
  
  99.1  Press Release, dated June 21, 1999, announcing the signing of seven
         separate agreements to sell a total of 10,067,958 shares of newly issued
         common stock for an aggregate of $40 million.