As filed with the Securities and Exchange Commission on July ___, 1997
   
                                                  Registration No. 333-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          
                          ----------------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933
                        
                        --------------------------
                               P-COM, INC.
          (Exact name of registrant as specified in its charter)

        Delaware                                    77-0289371
(State or other jurisdiction            (IRS Employer Identification No.)
of incorporation or organization)


                       3175 S. Winchester Boulevard
                        Campbell, California 95008
           (Address of principal executive offices) (Zip Code)

                        ------------------------
                               P-COM, INC.
                  1995 STOCK OPTION/STOCK ISSUANCE PLAN
                       EMPLOYEE STOCK PURCHASE PLAN
                      CONTROL RESOURCES CORPORATION
                      -----------------------------
             AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                     1995 INCENTIVE STOCK OPTION PLAN
                        (Full title of the Plans)
                
                        -------------------------
                            George P. Roberts
            Chairman of the Board and Chief Executive Officer
                               P-COM, INC.
         3175 S. Winchester Boulevard, Campbell, California 95008
                 (Name and address of agent for service)
                              (408) 866-3666
      (Telephone number, including area code, of agent for service)


<TABLE>
                     CALCULATION OF REGISTRATION FEE
<S>                         <C>                 <C>          <C>            <C>
=========================================================================================
                                                  Proposed       Proposed                    
    Title of                                       Maximum        Maximum                    
   Securities                  Amount             Offering      Aggregate     Amount of      
     to be                      to be              Price         Offering   Registration    
   Registered               Registered(1)        per Share        Price         Fee        
   ----------               -------------        ---------        -----         ---          
Options to purchase Common      1,500,000           N/A            N/A          N/A            
Stock $0.0001 par value                                                                       
(P-Com, Inc. 1995 Stock                                                                      
Option/Stock Issuance Plan)                                                                   
                                                                                              
Common Stock, $0.0001           1,500,000       $32.625(2)   $48,937,500(2)  $14,830.00         
par value                                                                                      
(P-Com, Inc. 1995 Stock                                                                       
Option/Stock Issuance Plan)                                                                   
                                                                                                 
Common Stock, $0.0001             150,000       $32.625(2)    $4,893,750(2)   $1,483.00                  
par value                                                                                       
(P-Com, Inc.Employee Stock                                                                 
Purchase Plan)                                                                                      
                                                                                                        
Options to Purchase Common Stock   78,071           N/A            N/A           N/A                 
$0.0001 par value                                                                                         
(Control Resources Corporation                                                                  
1995 Incentive Stock Option Plan)                                                             
                                                                                               
Common Stock, $0.0001 par value    78,071         $4.19(3)      $327,117         $100.00                 
(Control Resources Corporation                                                                   
1995 Incentive Stock                                                                            
Option Plan)                                                                                        
                                                                                                  
                                              Total filing fee: $16,413                    
                                                                -------                           
========================================================================================

</TABLE>

(1)  This  Registration Statement shall also cover any additional
     shares  of Common Stock which become issuable under  the  P-
     Com,  Inc. 1995 Stock Option/Stock Issuance Plan, the P-Com,
     Inc.  Employee Stock Purchase Plan and the Control Resources
     Corporation  1995 Incentive Stock Option Plan by  reason  of
     any  stock dividend, stock split, recapitalization or  other
     similar   transaction  effected  without  the   receipt   of
     consideration which results in an increase in the number  of
     the outstanding shares of Common Stock of P-Com, Inc.

(2)  Calculated  solely for purposes of this offering under  Rule
     457(h)  of  the Securities Act of 1933, as amended,  on  the
     basis of the fair market value per share of Common Stock  of
     P-Com, Inc. on June 26, 1997.

(3)  Calculated  solely for purposes of this offering under  Rule
     457(h)  of  the Securities Act of 1933, as amended,  on  the
     basis of the weighted average exercise price of the options.



                            PART II

       Information Required in the Registration Statement



Item 3.  Incorporation of Documents by Reference
------------------------------------------------

      P-Com,  Inc.  (the  "Registrant")  hereby  incorporates  by
reference   into  this  Registration  Statement   the   following
documents  previously  filed  with the  Securities  and  Exchange
Commission (the "SEC"):

    (a)   The  Registrant's Annual Report on Form 10-K  for
          the fiscal year ended December 31, 1996, filed with the
          SEC on March 31, 1997;

    (b)   The Registrant's Quarterly Report on Form 10-Q for
          the fiscal quarter ended March 31, 1997, filed with the
          SEC on May 15, 1997;

    (c)   The Registrant's Current Reports on Form 8-K filed
          with  the  SEC  on  March  21, 1997,  as  amended,  and
          June 13, 1997, as amended; and

    (d)   The  Registrant's Registration Statement  No.  0-
          25356  on  Form 8-A filed with the SEC on  January  12,
          1995  pursuant to Section 12 of the Securities Exchange
          Act  of 1934, as amended (the 1934 Act") in which there
          is   described   the  terms,  rights   and   provisions
          applicable  to  the  Registrant's  outstanding   Common
          Stock.

      All  reports and definitive proxy or information statements
filed  pursuant to Section 13(a), 13(c), 14 or 15(d) of the  1934
Act  after the date of this Registration Statement and  prior  to
the filing of a post-effective amendment which indicates that all
securities  offered  hereby have been sold or which  de-registers
all  securities  then  remaining unsold shall  be  deemed  to  be
incorporated by reference into this Registration Statement and to
be  a part hereof from the date of filing of such documents.  Any
statement  contained in a document incorporated or deemed  to  be
incorporated by reference herein shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a statement contained herein or in any subsequently
filed  document  which  also  is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.


Item 4.  Description of Securities
----------------------------------
     Not Applicable.

Item 5.    Interests of Named Experts and Counsel
-------------------------------------------------
     Not Applicable.

Item 6.  Indemnification of Directors and Officers
--------------------------------------------------

      The  Registrant's Certificate of Incorporation  limits  the
liability  of  directors  to  the  maximum  extent  permitted  by
Delaware  law.   Delaware  law  provides  that  directors  of   a
corporation  will  not be personally liable for monetary  damages
for  breach  of their fiduciary duties as directors,  except  for
liability  (i)  for any breach of their duty of  loyalty  to  the
corporation  or its stockholders, (ii) for acts or omissions  not
in good faith or that involve intentional misconduct or a knowing
violation  of  law, (iii) for unlawful payments of  dividends  or
unlawful stock repurchases or redemptions as provided in  Section
174  of  the  Delaware General Corporation Law, or (iv)  for  any
transaction from which the director derives an improper  personal
benefit.

      The  Registrant's Bylaws provide that the Registrant  shall
indemnify its directors and may indemnify its officers, employees
and  other  agents to the fullest extent permitted by  law.   The
Registrant believes that indemnification under its Bylaws  covers
at  least  negligence and gross negligence  on  the  part  of  an
indemnified party in connection with the defense of any action or
proceeding  arising out of such party's status or  service  as  a
director, officer, employee or other agent of the Company upon an
undertaking  by  such  party to repay  such  advances  if  it  is
ultimately  determined  that  such  party  is  not  entitled   to
indemnification.

      The  Registrant  has entered into separate  indemnification
agreements  with  each  of  its directors  and  officers.   These
agreements  require  the  Registrant,  among  other  things,   to
indemnify  such  director or officer against expenses  (including
attorneys' fees), judgments, fines and settlements (collectively,
"Liabilities")  paid  by such individual in connection  with  any
action,  suit  or  proceeding arising out  of  such  individual's
status  or  service  as a director or officer of  the  Registrant
(other  than  Liabilities  arising  from  willful  misconduct  or
conduct  that is knowingly fraudulent or deliberately  dishonest)
and to advance expenses incurred by such individual in connection
with any proceeding against such individual with respect to which
such  individual  may  be  entitled  to  indemnification  by  the
Registrant.   The  Registrant believes that  its  Certificate  of
Incorporation and Bylaw provisions and indemnification agreements
are  necessary  to  attract  and  retain  qualified  persons   as
directors and officers.


Item 7.  Exemption from Registration Claimed
--------------------------------------------
     Not Applicable.


Item 8.  Exhibits
-----------------
 Exhibit
 Number     Exhibit
-------     -------

   4        Instruments Defining the Rights of Stockholders.
            Reference   is   made  to  Registrant's  Registration
            Statement   No.  0-25356  on  Form   8-A   which   is
            incorporated  herein by reference  pursuant  to  Item
            3(d).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
            23.1   Consent  of Price Waterhouse LLP,  Independent
            Accountants.
  23.2      Consent  of  Ernst  &  Young,  LLP, Independent Accountants.
  23.3      Consent  of  KPMG  Peat Marwick,  LLP,  Independent Accountants.
  23.4      Consent of Brobeck, Phleger & Harrison LLP  is contained in 
            Exhibit 5.
   24       Power of Attorney.  Reference is made to page II-5 of this 
            Registration Statement
  99.1      P-Com, Inc. 1995 Stock Option/Stock Issuance Plan.
  99.2      Form  of  Notice  of  Grant  of  Stock  Option (incorporated  
            by reference to Exhibit  No.  99.2  of Registration Statement 
            No. 33-89908).
  99.3      Form  of  Stock Option Agreement (incorporated by  reference  to
            Exhibit No. 99.3  of  Registration Statement No. 33-89908).
  99.4      Form  of  Addendum to Stock  Option  Agreement
            (Limited  Stock Appreciation Right) (incorporated  by
            reference   to   Exhibit  No.  99.4  of  Registration
            Statement No. 33-89908).
  99.5      Form  of  Addendum to Stock  Option  Agreement
            (Involuntary Termination) (incorporated by  reference
            to Exhibit No. 99.5 of Registration Statement No. 33-
            89908).
  99.6      Form  of  Addendum to Stock  Option  Agreement
            (Financial Assistance) (incorporated by reference  to
            Exhibit  No. 99.6 of Registration Statement  No.  33-
            89908).
  99.7      Form of Addendum to Stock Option Agreement (Special Tax Elections)
            (incorporated by reference to Exhibit No. 99.7 of Registration 
            Statement No. 33-89908).
  99.8      Form of Stock Purchase Agreement (incorporated by  reference  
            to  Exhibit No. 99.8  of  Registration Statement No. 33-89908).
  99.9      Form of Stock Issuance Agreement (incorporated by  reference  
            to  Exhibit No. 99.9  of  Registration Statement No. 33-89908).
  99.10     Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination) (incorporated by reference to Exhibit No. 99.10 of
            Registration Statement No. 33-89908).
  99.11     Form of Addendum to Stock Issuance Agreement (Special Tax
            Elections) (incorporated by reference to Exhibit No. 99.11 of
            Registration Statement No. 33-89908).
  99.12     Form  of  Notice of Grant of  Automatic  Stock
            Option (Initial Grant) (incorporated by reference  to
            Exhibit  No.  99.12  of  Registration  Statement  No.
            333-07773).
  99.13     Form  of  Notice of Grant of  Automatic  Stock
            Option  (Annual Grant) (incorporated by reference  to
            Exhibit   99.13   of   Registration   Statement   No.
            333-07773).
  99.14     Form of Automatic Stock Option Agreement (incorporated by reference
            to Exhibit No. 99.14 of Registration Statement No. 33-89908).
  99.15     Employee Stock Purchase Plan.
  99.16     Form of Stock Purchase Agreement (incorporated
            by  reference  to  Exhibit No. 99.16 of  Registration
            Statement No. 33-89908).
  99.17     Form  of  Enrollment/Change Form (incorporated
            by  reference  to  Exhibit No. 99.17 of  Registration
            Statement No. 33-89908).
  99.18     1995  Incentive Stock Option Plan  of  Control
            Resources Corporation.
  99.19     Form of Incentive Stock Option Agreement under
            1995   Incentive   Stock  Option  Plan   of   Control
            Resources Corporation.
  99.20     Form of Stock Option Assumption Agreement  for
            options  granted  under 1995 Incentive  Stock  Option
            Plan of Control Resources Corporation.


Item 9.  Undertakings
---------------------

             A.   The  undersigned Registrant hereby  undertakes:
(1) to file, during any period in which offers or sales are being
made,  a  post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
1933  Act, (ii) to reflect in the prospectus any facts or  events
arising  after the effective date of this Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in  the information set forth in this Registration Statement  and
(iii)  to  include any material information with respect  to  the
plan   of   distribution  not  previously   disclosed   in   this
Registration Statement or any material change to such information
in   this   Registration  Statement;  provided,   however,   that
clauses  (1)(i)  and (1)(ii) shall not apply if  the  information
required  to be included in a post-effective amendment  by  those
paragraphs  is  contained  in  periodic  reports  filed  by   the
Registrant  pursuant to Section 13 or Section 15(d) of  the  1934
Act  that  are  incorporated by reference into this  Registration
Statement; (2) that for the purpose of determining any  liability
under  the 1933 Act each such post-effective amendment  shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities offered therein and the offering of such securities at
that  time  shall be deemed to be the initial bona fide  offering
thereof; and (3) to remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain  unsold at the termination of the Registrant's 1995  Stock
Option/Stock Issuance Plan, the Employee Stock Purchase Plan  and
the  Control  Resources Corporation 1995 Incentive  Stock  Option
Plan.

             B.   The  undersigned Registrant  hereby  undertakes
that,  for purposes of determining any liability under  the  1933
Act,  each  filing of the Registrant's annual report pursuant  to
Section  13(a)  or  Section  15(d)  of  the  1934  Act  that   is
incorporated by reference into this Registration Statement  shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

              C.   Insofar  as  indemnification  for  liabilities
arising  under  the  1933  Act  may be  permitted  to  directors,
officers or controlling persons of the Registrant pursuant to the
foregoing  provisions,  or otherwise,  the  Registrant  has  been
advised that, in the opinion of the SEC, such indemnification  is
against  public  policy as expressed in  the  1933  Act  and  is,
therefore,  unenforceable.   In  the  event  that  a  claim   for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer,  or  controlling  person  of  the  Registrant   in   the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Registrant will, unless
in  the  opinion  of its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public policy as expressed in the 1933 Act and  will  be
governed by the final adjudication of such issue.






                           SIGNATURES

           Pursuant to the requirements of the Securities Act  of
1933, as amended, the Registrant certifies that it has reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8,  and  has duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized, in the City of  Campbell,  State  of
California on this 27th day of June, 1997.

                              P-Com, Inc.


                              By: /s/ George P. Roberts
                                  -----------------------------
                                   George P. Roberts
                                   Chairman  of  the  Board  and
                                   Chief Executive Officer



                       POWER OF ATTORNEY
                       -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

           That  the undersigned officers and directors of P-Com,
Inc.,  a  Delaware corporation, do hereby constitute and  appoint
George  P.  Roberts and Michael J. Sophie and each of  them,  the
lawful attorneys-in-fact and agents with full power and authority
to  do  any  and all acts and things and to execute any  and  all
instruments which said attorneys and agents, and any one of them,
determine  may  be necessary or advisable or required  to  enable
said  corporation to comply with the Securities Act of  1933,  as
amended,  and  any  rules or regulations or requirements  of  the
Securities  and  Exchange  Commission  in  connection  with  this
Registration Statement.  Without limiting the generality  of  the
foregoing  power  and authority, the powers granted  include  the
power and authority to sign the names of the undersigned officers
and   directors  in  the  capacities  indicated  below  to   this
Registration  Statement,  to any and all  amendments,  both  pre-
effective   and   post-effective,   and   supplements   to   this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction  with   this
Registration Statement or amendments or supplements thereof,  and
each  of  the undersigned hereby ratifies and confirms  that  all
said  attorneys and agents, or any one of them, shall do or cause
to  be  done  by  virtue hereof.  This Power of Attorney  may  be
signed in several counterparts.

           IN  WITNESS  WHEREOF,  each  of  the  undersigned  has
executed this Power of Attorney as of the date indicated.

           Pursuant to the requirements of the Securities Act  of
1933,  as  amended, this Registration Statement has  been  signed
below by the following persons in the capacities and on the dates
indicated.

Signature                          Title                             Date
---------                          -----                             ----

/s/ George P. Roberts        Chairman of the Board and
-----------------------      Chief Executive Officer
George P. Roberts            (Principal Executive Officer)       June 27, 1997


/s/ Michael J. Sophie        Vice President, Finance
-----------------------      and Administration and Chief
Michael J. Sophie            Financial Officer (Principal 
                             Financial and Accounting Officer)   June 27, 1997


/s/ Gill Cogan               Director                            June 27, 1997
-----------------------
Gill Cogan



-----------------------      Director                            June __, 1997
John A. Hawkins



-----------------------      Director                           June ___, 1997
M. Bernard Puckett



-----------------------      Director                           June ___, 1997
James J. Sobczak
              

           

                 SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.


                              EXHIBITS

                                 TO

                              FORM S-8

                               UNDER
 
                       SECURITIES ACT OF 1933


                             P-COM, INC.





                            EXHIBIT INDEX
                            ------------- 

Exhibit
Number      Exhibit
------      -------

   4        Instruments Defining the Rights of Stockholders.
            Reference   is   made  to  Registrant's  Registration
            Statement   No.  0-25356  on  Form   8-A   which   is
            incorporated  herein by reference  pursuant  to  Item
            3(d).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent  of Price Waterhouse LLP, Independent Accountants.
  23.2      Consent  of  Ernst  &  Young,  LLP,   Independent Accountants.
  23.3      Consent  of  KPMG  Peat Marwick,  LLP,  Independent Accountants.
  23.4      Consent of Brobeck, Phleger & Harrison LLP  is contained in 
            Exhibit 5.
   24       Power of Attorney.  Reference is made to page II-5 of this 
            Registration Statement
  99.1      P-Com, Inc. 1995 Stock Option/Stock Issuance Plan.
  99.2      Form  of  Notice  of  Grant  of  Stock  Option (incorporated  
            by reference to Exhibit  No.  99.2  of Registration Statement
            No. 33-89908).
  99.3      Form  of  Stock Option Agreement (incorporated by  reference  
            to  Exhibit No. 99.3  of  Registration Statement No. 33-89908).
  99.4      Form  of  Addendum to Stock  Option  Agreement
            (Limited  Stock Appreciation Right) (incorporated  by
            reference   to   Exhibit  No.  99.4  of  Registration
            Statement No. 33-89908).
  99.5      Form  of  Addendum to Stock  Option  Agreement
            (Involuntary Termination) (incorporated by  reference
            to Exhibit No. 99.5 of Registration Statement No. 33-
            89908).
  99.6      Form  of  Addendum to Stock  Option  Agreement
            (Financial Assistance) (incorporated by reference  to
            Exhibit  No. 99.6 of Registration Statement  No.  33-
            89908).
  99.7      Form of Addendum to Stock Option Agreement (Special Tax Elections)
            (incorporated by reference to Exhibit No. 99.7 of Registration 
            Statement No. 33-89908).
  99.8      Form of Stock Purchase Agreement (incorporated by  reference  
            to  Exhibit No. 99.8  of  Registration Statement No. 33-89908).
  99.9      Form of Stock Issuance Agreement (incorporated by  reference  
            to  Exhibit No. 99.9  of  Registration Statement No. 33-89908).
  99.10     Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination) (incorporated by reference to Exhibit No. 99.10 of
            Registration Statement No. 33-89908).
  99.11     Form of Addendum to Stock Issuance Agreement (Special Tax
            Elections) (incorporated by reference to Exhibit No. 99.11 of
            Registration Statement No. 33-89908).
  99.12     Form  of  Notice of Grant of  Automatic  Stock
            Option (Initial Grant) (incorporated by reference  to
            Exhibit  No.  99.12  of  Registration  Statement  No.
            333-07773).
  99.13     Form  of  Notice of Grant of  Automatic  Stock
            Option  (Annual Grant) (incorporated by reference  to
            Exhibit   99.13   of   Registration   Statement   No.
            333-07773).
  99.14     Form of Automatic Stock Option Agreement (incorporated by reference
            to Exhibit No. 99.14 of Registration Statement No. 33-89908).
  99.15     Employee Stock Purchase Plan.
  99.16     Form of Stock Purchase Agreement (incorporated
            by  reference  to  Exhibit No. 99.16 of  Registration
            Statement No. 33-89908).
  99.17     Form  of  Enrollment/Change Form (incorporated
            by  reference  to  Exhibit No. 99.17 of  Registration
            Statement No. 33-89908).
  99.18     1995  Incentive Stock Option Plan  of  Control
            Resources Corporation.
  99.19     Form of Incentive Stock Option Agreement under
            1995   Incentive   Stock  Option  Plan   of   Control
            Resources Corporation.
  99.20     Form of Stock Option Assumption Agreement  for
            options  granted  under 1995 Incentive  Stock  Option
            Plan of Control Resources Corporation.




                         June 30, 1997





P-Com, Inc.
3175 S. Winchester Blvd.
Campbell, CA  95008

                    Re:  P-Com, Inc. - Registration
                         Statement  for Offering of  1,728,071
                         Shares of Common Stock

Dear Ladies and Gentlemen:

     We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of  (i)
1,500,000  shares  of Common Stock of the Company  available  for
issuance  under the P-Com, Inc. 1995 Stock Option/Stock  Issuance
Plan,  (ii) 150,000 shares of Common Stock available for issuance
under  the  P-Com, Inc. Employee Stock Purchase  Plan  and  (iii)
78,071  shares of Common Stock available for issuance  under  the
Control  Resources Corporation 1995 Incentive Stock Option  Plan.
We  advise  you that, in our opinion, when such shares have  been
issued  and  sold pursuant to the applicable provisions  of  such
plans  and  in  accordance with the Registration Statement,  such
shares  will  be  validly  issued, fully paid  and  nonassessable
shares of the Company's Common Stock.

      We  hereby  consent  to the filing of this  opinion  as  an
exhibit to the Registration Statement.

                                        Very truly yours,



                                        BROBECK, PHLEGER & HARRISON LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29428}]
{"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": "S-8", "act": "33", "file-number": "333-30561", "film-number": "97634978"}, "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"}}
As filed with the Securities and Exchange Commission on July ___, 1997
   
                                                  Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          
                          ----------------------
                                 FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        The Securities Act of 1933
                        
                        --------------------------
                               P-COM, INC.
          (Exact name of registrant as specified in its charter)

        Delaware                                    77-0289371
(State or other jurisdiction            (IRS Employer Identification No.)
of incorporation or organization)

                       3175 S. Winchester Boulevard
                        Campbell, California 95008
           (Address of principal executive offices) (Zip Code)

                        ------------------------
                               P-COM, INC.
                  1995 STOCK OPTION/STOCK ISSUANCE PLAN
                       EMPLOYEE STOCK PURCHASE PLAN
                      CONTROL RESOURCES CORPORATION
                      -----------------------------
             AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN
                     1995 INCENTIVE STOCK OPTION PLAN
                        (Full title of the Plans)
                
                        -------------------------
                            George P. Roberts
            Chairman of the Board and Chief Executive Officer
                               P-COM, INC.
         3175 S. Winchester Boulevard, Campbell, California 95008
                 (Name and address of agent for service)
                              (408) 866-3666
      (Telephone number, including area code, of agent for service)

                     CALCULATION OF REGISTRATION FEE
=========================================================================================
                                                  Proposed       Proposed                    
    Title of                                       Maximum        Maximum                    
   Securities                  Amount             Offering      Aggregate     Amount of      
     to be                      to be              Price         Offering   Registration    
   Registered               Registered(1)        per Share        Price         Fee        
   ----------               -------------        ---------        -----         ---          
Options to purchase Common      1,500,000           N/A            N/A          N/A            
Stock $0.0001 par value                                                                       
(P-Com, Inc. 1995 Stock                                                                      
Option/Stock Issuance Plan)                                                                   
                                                                                              
Common Stock, $0.0001           1,500,000       $32.625(2)   $48,937,500(2)  $14,830.00         
par value                                                                                      
(P-Com, Inc. 1995 Stock                                                                       
Option/Stock Issuance Plan)                                                                   
                                                                                                 
Common Stock, $0.0001             150,000       $32.625(2)    $4,893,750(2)   $1,483.00                  
par value                                                                                       
(P-Com, Inc.Employee Stock                                                                 
Purchase Plan)                                                                                      
                                                                                                        
Options to Purchase Common Stock   78,071           N/A            N/A           N/A                 
$0.0001 par value                                                                                         
(Control Resources Corporation                                                                  
1995 Incentive Stock Option Plan)                                                             
                                                                                               
Common Stock, $0.0001 par value    78,071         $4.19(3)      $327,117         $100.00                 
(Control Resources Corporation                                                                   
1995 Incentive Stock                                                                            
Option Plan)                                                                                        
                                                                                                  
                                              Total filing fee: $16,413                    
                                                                -------                           
========================================================================================
(1)  This  Registration Statement shall also cover any additional
     shares  of Common Stock which become issuable under  the  P-
     Com,  Inc. 1995 Stock Option/Stock Issuance Plan, the P-Com,
     Inc.  Employee Stock Purchase Plan and the Control Resources
     Corporation  1995 Incentive Stock Option Plan by  reason  of
     any  stock dividend, stock split, recapitalization or  other
     similar   transaction  effected  without  the   receipt   of
     consideration which results in an increase in the number  of
     the outstanding shares of Common Stock of P-Com, Inc.

(2)  Calculated  solely for purposes of this offering under  Rule
     457(h)  of  the Securities Act of 1933, as amended,  on  the
     basis of the fair market value per share of Common Stock  of
     P-Com, Inc. on June 26, 1997.

(3)  Calculated  solely for purposes of this offering under  Rule
     457(h)  of  the Securities Act of 1933, as amended,  on  the
     basis of the weighted average exercise price of the options.

                            PART II

       Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference
------------------------------------------------

      P-Com,  Inc.  (the  "Registrant")  hereby  incorporates  by
reference   into  this  Registration  Statement   the   following
documents  previously  filed  with the  Securities  and  Exchange
Commission (the "SEC"):

    (a)   The  Registrant's Annual Report on Form 10-K  for
          the fiscal year ended December 31, 1996, filed with the
          SEC on March 31, 1997;

    (b)   The Registrant's Quarterly Report on Form 10-Q for
          the fiscal quarter ended March 31, 1997, filed with the
          SEC on May 15, 1997;

    (c)   The Registrant's Current Reports on Form 8-K filed
          with  the  SEC  on  March  21, 1997,  as  amended,  and
          June 13, 1997, as amended; and

    (d)   The  Registrant's Registration Statement  No.  0-
          25356  on  Form 8-A filed with the SEC on  January  12,
          1995  pursuant to Section 12 of the Securities Exchange
          Act  of 1934, as amended (the 1934 Act") in which there
          is   described   the  terms,  rights   and   provisions
          applicable  to  the  Registrant's  outstanding   Common
          Stock.

      All  reports and definitive proxy or information statements
filed  pursuant to Section 13(a), 13(c), 14 or 15(d) of the  1934
Act  after the date of this Registration Statement and  prior  to
the filing of a post-effective amendment which indicates that all
securities  offered  hereby have been sold or which  de-registers
all  securities  then  remaining unsold shall  be  deemed  to  be
incorporated by reference into this Registration Statement and to
be  a part hereof from the date of filing of such documents.  Any
statement  contained in a document incorporated or deemed  to  be
incorporated by reference herein shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a statement contained herein or in any subsequently
filed  document  which  also  is deemed  to  be  incorporated  by
reference herein modifies or supersedes such statement.  Any such
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.

Item 4.  Description of Securities
----------------------------------
     Not Applicable.

Item 5.    Interests of Named Experts and Counsel
-------------------------------------------------
     Not Applicable.

Item 6.  Indemnification of Directors and Officers
--------------------------------------------------

      The  Registrant's Certificate of Incorporation  limits  the
liability  of  directors  to  the  maximum  extent  permitted  by
Delaware  law.   Delaware  law  provides  that  directors  of   a
corporation  will  not be personally liable for monetary  damages
for  breach  of their fiduciary duties as directors,  except  for
liability  (i)  for any breach of their duty of  loyalty  to  the
corporation  or its stockholders, (ii) for acts or omissions  not
in good faith or that involve intentional misconduct or a knowing
violation  of  law, (iii) for unlawful payments of  dividends  or
unlawful stock repurchases or redemptions as provided in  Section
174  of  the  Delaware General Corporation Law, or (iv)  for  any
transaction from which the director derives an improper  personal
benefit.

      The  Registrant's Bylaws provide that the Registrant  shall
indemnify its directors and may indemnify its officers, employees
and  other  agents to the fullest extent permitted by  law.   The
Registrant believes that indemnification under its Bylaws  covers
at  least  negligence and gross negligence  on  the  part  of  an
indemnified party in connection with the defense of any action or
proceeding  arising out of such party's status or  service  as  a
director, officer, employee or other agent of the Company upon an
undertaking  by  such  party to repay  such  advances  if  it  is
ultimately  determined  that  such  party  is  not  entitled   to
indemnification.

      The  Registrant  has entered into separate  indemnification
agreements  with  each  of  its directors  and  officers.   These
agreements  require  the  Registrant,  among  other  things,   to
indemnify  such  director or officer against expenses  (including
attorneys' fees), judgments, fines and settlements (collectively,
"Liabilities")  paid  by such individual in connection  with  any
action,  suit  or  proceeding arising out  of  such  individual's
status  or  service  as a director or officer of  the  Registrant
(other  than  Liabilities  arising  from  willful  misconduct  or
conduct  that is knowingly fraudulent or deliberately  dishonest)
and to advance expenses incurred by such individual in connection
with any proceeding against such individual with respect to which
such  individual  may  be  entitled  to  indemnification  by  the
Registrant.   The  Registrant believes that  its  Certificate  of
Incorporation and Bylaw provisions and indemnification agreements
are  necessary  to  attract  and  retain  qualified  persons   as
directors and officers.

Item 7.  Exemption from Registration Claimed
--------------------------------------------
     Not Applicable.

Item 8.  Exhibits
-----------------
 Exhibit
 Number     Exhibit
-------     -------

   4        Instruments Defining the Rights of Stockholders.
            Reference   is   made  to  Registrant's  Registration
            Statement   No.  0-25356  on  Form   8-A   which   is
            incorporated  herein by reference  pursuant  to  Item
            3(d).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
            23.1   Consent  of Price Waterhouse LLP,  Independent
            Accountants.
  23.2      Consent  of  Ernst  &  Young,  LLP, Independent Accountants.
  23.3      Consent  of  KPMG  Peat Marwick,  LLP,  Independent Accountants.
  23.4      Consent of Brobeck, Phleger & Harrison LLP  is contained in 
            Exhibit 5.
   24       Power of Attorney.  Reference is made to page II-5 of this 
            Registration Statement
  99.1      P-Com, Inc. 1995 Stock Option/Stock Issuance Plan.
  99.2      Form  of  Notice  of  Grant  of  Stock  Option (incorporated  
            by reference to Exhibit  No.  99.2  of Registration Statement 
            No. 33-89908).
  99.3      Form  of  Stock Option Agreement (incorporated by  reference  to
            Exhibit No. 99.3  of  Registration Statement No. 33-89908).
  99.4      Form  of  Addendum to Stock  Option  Agreement
            (Limited  Stock Appreciation Right) (incorporated  by
            reference   to   Exhibit  No.  99.4  of  Registration
            Statement No. 33-89908).
  99.5      Form  of  Addendum to Stock  Option  Agreement
            (Involuntary Termination) (incorporated by  reference
            to Exhibit No. 99.5 of Registration Statement No. 33-
            89908).
  99.6      Form  of  Addendum to Stock  Option  Agreement
            (Financial Assistance) (incorporated by reference  to
            Exhibit  No. 99.6 of Registration Statement  No.  33-
            89908).
  99.7      Form of Addendum to Stock Option Agreement (Special Tax Elections)
            (incorporated by reference to Exhibit No. 99.7 of Registration 
            Statement No. 33-89908).
  99.8      Form of Stock Purchase Agreement (incorporated by  reference  
            to  Exhibit No. 99.8  of  Registration Statement No. 33-89908).
  99.9      Form of Stock Issuance Agreement (incorporated by  reference  
            to  Exhibit No. 99.9  of  Registration Statement No. 33-89908).
  99.10     Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination) (incorporated by reference to Exhibit No. 99.10 of
            Registration Statement No. 33-89908).
  99.11     Form of Addendum to Stock Issuance Agreement (Special Tax
            Elections) (incorporated by reference to Exhibit No. 99.11 of
            Registration Statement No. 33-89908).
  99.12     Form  of  Notice of Grant of  Automatic  Stock
            Option (Initial Grant) (incorporated by reference  to
            Exhibit  No.  99.12  of  Registration  Statement  No.
            333-07773).
  99.13     Form  of  Notice of Grant of  Automatic  Stock
            Option  (Annual Grant) (incorporated by reference  to
            Exhibit   99.13   of   Registration   Statement   No.
            333-07773).
  99.14     Form of Automatic Stock Option Agreement (incorporated by reference
            to Exhibit No. 99.14 of Registration Statement No. 33-89908).
  99.15     Employee Stock Purchase Plan.
  99.16     Form of Stock Purchase Agreement (incorporated
            by  reference  to  Exhibit No. 99.16 of  Registration
            Statement No. 33-89908).
  99.17     Form  of  Enrollment/Change Form (incorporated
            by  reference  to  Exhibit No. 99.17 of  Registration
            Statement No. 33-89908).
  99.18     1995  Incentive Stock Option Plan  of  Control
            Resources Corporation.
  99.19     Form of Incentive Stock Option Agreement under
            1995   Incentive   Stock  Option  Plan   of   Control
            Resources Corporation.
  99.20     Form of Stock Option Assumption Agreement  for
            options  granted  under 1995 Incentive  Stock  Option
            Plan of Control Resources Corporation.

Item 9.  Undertakings
---------------------

             A.   The  undersigned Registrant hereby  undertakes:
(1) to file, during any period in which offers or sales are being
made,  a  post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
1933  Act, (ii) to reflect in the prospectus any facts or  events
arising  after the effective date of this Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in  the information set forth in this Registration Statement  and
(iii)  to  include any material information with respect  to  the
plan   of   distribution  not  previously   disclosed   in   this
Registration Statement or any material change to such information
in   this   Registration  Statement;  provided,   however,   that
clauses  (1)(i)  and (1)(ii) shall not apply if  the  information
required  to be included in a post-effective amendment  by  those
paragraphs  is  contained  in  periodic  reports  filed  by   the
Registrant  pursuant to Section 13 or Section 15(d) of  the  1934
Act  that  are  incorporated by reference into this  Registration
Statement; (2) that for the purpose of determining any  liability
under  the 1933 Act each such post-effective amendment  shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities offered therein and the offering of such securities at
that  time  shall be deemed to be the initial bona fide  offering
thereof; and (3) to remove from registration by means of a  post-
effective amendment any of the securities being registered  which
remain  unsold at the termination of the Registrant's 1995  Stock
Option/Stock Issuance Plan, the Employee Stock Purchase Plan  and
the  Control  Resources Corporation 1995 Incentive  Stock  Option
Plan.

             B.   The  undersigned Registrant  hereby  undertakes
that,  for purposes of determining any liability under  the  1933
Act,  each  filing of the Registrant's annual report pursuant  to
Section  13(a)  or  Section  15(d)  of  the  1934  Act  that   is
incorporated by reference into this Registration Statement  shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

              C.   Insofar  as  indemnification  for  liabilities
arising  under  the  1933  Act  may be  permitted  to  directors,
officers or controlling persons of the Registrant pursuant to the
foregoing  provisions,  or otherwise,  the  Registrant  has  been
advised that, in the opinion of the SEC, such indemnification  is
against  public  policy as expressed in  the  1933  Act  and  is,
therefore,  unenforceable.   In  the  event  that  a  claim   for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer,  or  controlling  person  of  the  Registrant   in   the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Registrant will, unless
in  the  opinion  of its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public policy as expressed in the 1933 Act and  will  be
governed by the final adjudication of such issue.

                           SIGNATURES

           Pursuant to the requirements of the Securities Act  of
1933, as amended, the Registrant certifies that it has reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8,  and  has duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized, in the City of  Campbell,  State  of
California on this 27th day of June, 1997.

                              P-Com, Inc.

                              By: /s/ George P. Roberts
                                  -----------------------------
                                   George P. Roberts
                                   Chairman  of  the  Board  and
                                   Chief Executive Officer

                       POWER OF ATTORNEY
                       -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

           That  the undersigned officers and directors of P-Com,
Inc.,  a  Delaware corporation, do hereby constitute and  appoint
George  P.  Roberts and Michael J. Sophie and each of  them,  the
lawful attorneys-in-fact and agents with full power and authority
to  do  any  and all acts and things and to execute any  and  all
instruments which said attorneys and agents, and any one of them,
determine  may  be necessary or advisable or required  to  enable
said  corporation to comply with the Securities Act of  1933,  as
amended,  and  any  rules or regulations or requirements  of  the
Securities  and  Exchange  Commission  in  connection  with  this
Registration Statement.  Without limiting the generality  of  the
foregoing  power  and authority, the powers granted  include  the
power and authority to sign the names of the undersigned officers
and   directors  in  the  capacities  indicated  below  to   this
Registration  Statement,  to any and all  amendments,  both  pre-
effective   and   post-effective,   and   supplements   to   this
Registration  Statement,  and  to  any  and  all  instruments  or
documents   filed  as  part  of  or  in  conjunction  with   this
Registration Statement or amendments or supplements thereof,  and
each  of  the undersigned hereby ratifies and confirms  that  all
said  attorneys and agents, or any one of them, shall do or cause
to  be  done  by  virtue hereof.  This Power of Attorney  may  be
signed in several counterparts.

           IN  WITNESS  WHEREOF,  each  of  the  undersigned  has
executed this Power of Attorney as of the date indicated.

           Pursuant to the requirements of the Securities Act  of
1933,  as  amended, this Registration Statement has  been  signed
below by the following persons in the capacities and on the dates
indicated.

Signature                          Title                             Date
---------                          -----                             ----

/s/ George P. Roberts        Chairman of the Board and
-----------------------      Chief Executive Officer
George P. Roberts            (Principal Executive Officer)       June 27, 1997

/s/ Michael J. Sophie        Vice President, Finance
-----------------------      and Administration and Chief
Michael J. Sophie            Financial Officer (Principal 
                             Financial and Accounting Officer)   June 27, 1997

/s/ Gill Cogan               Director                            June 27, 1997
-----------------------
Gill Cogan

-----------------------      Director                            June __, 1997
John A. Hawkins

-----------------------      Director                           June ___, 1997
M. Bernard Puckett

-----------------------      Director                           June ___, 1997
James J. Sobczak
              

           

                 SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.

                              EXHIBITS

                                 TO

                              FORM S-8

                               UNDER
 
                       SECURITIES ACT OF 1933

                             P-COM, INC.

                            EXHIBIT INDEX
                            ------------- 

Exhibit
Number      Exhibit
------      -------

   4        Instruments Defining the Rights of Stockholders.
            Reference   is   made  to  Registrant's  Registration
            Statement   No.  0-25356  on  Form   8-A   which   is
            incorporated  herein by reference  pursuant  to  Item
            3(d).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent  of Price Waterhouse LLP, Independent Accountants.
  23.2      Consent  of  Ernst  &  Young,  LLP,   Independent Accountants.
  23.3      Consent  of  KPMG  Peat Marwick,  LLP,  Independent Accountants.
  23.4      Consent of Brobeck, Phleger & Harrison LLP  is contained in 
            Exhibit 5.
   24       Power of Attorney.  Reference is made to page II-5 of this 
            Registration Statement
  99.1      P-Com, Inc. 1995 Stock Option/Stock Issuance Plan.
  99.2      Form  of  Notice  of  Grant  of  Stock  Option (incorporated  
            by reference to Exhibit  No.  99.2  of Registration Statement
            No. 33-89908).
  99.3      Form  of  Stock Option Agreement (incorporated by  reference  
            to  Exhibit No. 99.3  of  Registration Statement No. 33-89908).
  99.4      Form  of  Addendum to Stock  Option  Agreement
            (Limited  Stock Appreciation Right) (incorporated  by
            reference   to   Exhibit  No.  99.4  of  Registration
            Statement No. 33-89908).
  99.5      Form  of  Addendum to Stock  Option  Agreement
            (Involuntary Termination) (incorporated by  reference
            to Exhibit No. 99.5 of Registration Statement No. 33-
            89908).
  99.6      Form  of  Addendum to Stock  Option  Agreement
            (Financial Assistance) (incorporated by reference  to
            Exhibit  No. 99.6 of Registration Statement  No.  33-
            89908).
  99.7      Form of Addendum to Stock Option Agreement (Special Tax Elections)
            (incorporated by reference to Exhibit No. 99.7 of Registration 
            Statement No. 33-89908).
  99.8      Form of Stock Purchase Agreement (incorporated by  reference  
            to  Exhibit No. 99.8  of  Registration Statement No. 33-89908).
  99.9      Form of Stock Issuance Agreement (incorporated by  reference  
            to  Exhibit No. 99.9  of  Registration Statement No. 33-89908).
  99.10     Form of Addendum to Stock Issuance Agreement (Involuntary
            Termination) (incorporated by reference to Exhibit No. 99.10 of
            Registration Statement No. 33-89908).
  99.11     Form of Addendum to Stock Issuance Agreement (Special Tax
            Elections) (incorporated by reference to Exhibit No. 99.11 of
            Registration Statement No. 33-89908).
  99.12     Form  of  Notice of Grant of  Automatic  Stock
            Option (Initial Grant) (incorporated by reference  to
            Exhibit  No.  99.12  of  Registration  Statement  No.
            333-07773).
  99.13     Form  of  Notice of Grant of  Automatic  Stock
            Option  (Annual Grant) (incorporated by reference  to
            Exhibit   99.13   of   Registration   Statement   No.
            333-07773).
  99.14     Form of Automatic Stock Option Agreement (incorporated by reference
            to Exhibit No. 99.14 of Registration Statement No. 33-89908).
  99.15     Employee Stock Purchase Plan.
  99.16     Form of Stock Purchase Agreement (incorporated
            by  reference  to  Exhibit No. 99.16 of  Registration
            Statement No. 33-89908).
  99.17     Form  of  Enrollment/Change Form (incorporated
            by  reference  to  Exhibit No. 99.17 of  Registration
            Statement No. 33-89908).
  99.18     1995  Incentive Stock Option Plan  of  Control
            Resources Corporation.
  99.19     Form of Incentive Stock Option Agreement under
            1995   Incentive   Stock  Option  Plan   of   Control
            Resources Corporation.
  99.20     Form of Stock Option Assumption Agreement  for
            options  granted  under 1995 Incentive  Stock  Option
            Plan of Control Resources Corporation.

                         June 30, 1997

P-Com, Inc.
3175 S. Winchester Blvd.
Campbell, CA  95008

                    Re:  P-Com, Inc. - Registration
                         Statement  for Offering of  1,728,071
                         Shares of Common Stock

Dear Ladies and Gentlemen:

     We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of  (i)
1,500,000  shares  of Common Stock of the Company  available  for
issuance  under the P-Com, Inc. 1995 Stock Option/Stock  Issuance
Plan,  (ii) 150,000 shares of Common Stock available for issuance
under  the  P-Com, Inc. Employee Stock Purchase  Plan  and  (iii)
78,071  shares of Common Stock available for issuance  under  the
Control  Resources Corporation 1995 Incentive Stock Option  Plan.
We  advise  you that, in our opinion, when such shares have  been
issued  and  sold pursuant to the applicable provisions  of  such
plans  and  in  accordance with the Registration Statement,  such
shares  will  be  validly  issued, fully paid  and  nonassessable
shares of the Company's Common Stock.

      We  hereby  consent  to the filing of this  opinion  as  an
exhibit to the Registration Statement.

                                        Very truly yours,

                                        BROBECK, PHLEGER & HARRISON LLP