<PAGE>

     As filed with the Securities and Exchange Commission on February 14, 2001
                                                   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 No.)                 (IRS Employer Identification
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 (As Amended and Restated
                          Through November 30, 2000)
                           (Full title of the Plan)
                              ------------------

                               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
<TABLE>
<CATION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                   Proposed Maximum      Proposed Maximum    Aggregate Offering
           Title of Securities                                       Amount to be         Offering Price         Amount of
            to be Registered                     Registered(1)       per Share(2)            Price(2)         Registration Fee
---------------------------------------------  ----------------  -------------------  -------------------   ---------------------
<S>                                           <C>               <C>                  <C>                   <C>
P-Com, Inc. 1995 Stock Option/Stock Issuance    1,500,000 shares      $3.360             $5,040,000            $1,260.00
 Plan (As Amended and Restated Through
 November 30, 2000)
Common Stock, $0.0001 par value
</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 (As Amended and Restated Through November 30,
     2000) by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the Registrant's receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Registrant's Common Stock.

(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 average of the high
     and low selling prices per share of Registrant's Common Stock on February
     12, 2001, as reported on the Nasdaq National Market.
================================================================================
<PAGE>

                                    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 "Commission")(pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"):

     (a)  The Registrant's Annual Report on Form 10-K and Form 10-K/A for the
          fiscal year ended December 31, 1999, filed with the Commission on
          April 5, 2000, and as amended on August 24, 2000;

     (b)  The Registrant's Annual Report on Forms 10-K and Forms 10-K/A for the
          fiscal year ended December 31, 1998, filed with the Commission on
          April 15, 1999, and as amended on April 21, 1999, June 14, 1999,
          September 27, 1999, and April 5, 2000;

     (c)  The Registrant's Quarterly Report on Forms 10-Q and Form 10-Q/A for
          the fiscal quarter ended September 30, 2000, filed with the Commission
          on November 15, 2000, and as amended on November 16, 2000, and
          November 17, 2000;

     (d)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2000, filed with the Commission on August 14, 2000;

     (e)  The Registrant's Quarterly Report on Form 10-Q and Form 10-Q/A for the
          fiscal quarter ended March 31, 2000, filed with the Commission on May
          15, 2000, and as amended on August 24, 2000;

     (f)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended June 30, 1999, filed with the Commission on
          August 16, 1999, and as amended on September 24, 1999, May 11, 2000,
          and June 20, 2000;

     (g)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended March 31, 1999, filed with the Commission on
          May 17, 1999, and as amended on June 14, 1999, September 24, 1999, and
          May 11, 2000;

     (h)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended September 30, 1998, filed with the Commission
          on November, 13, 1998, and as amended on April 30, 1999, June 14,
          1999, September 24, 1999, and May 11, 2000;

     (i)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended June 30, 1998, filed with the Commission on
          August 14, 1998, and as amended on April 30, 1999, June 14, 1999,
          September 24, 1999, and May 11, 2000;

     (j)  The Registrant's Current Reports on Form 8-K, filed with the
          Commission on January 6, 2000, January 25, 2000, and August 16, 2000;
          and

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

                                      II-1
<PAGE>

     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 for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (iv) 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 and advancement of the expenses of 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.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

                                      II-2
<PAGE>

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,
            including the exhibits thereto, which are incorporated herein by
            reference pursuant to Item 3(k).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  23.2      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 (As Amended and
            Restated Through November 30, 2000).

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 (As Amended and Restated Through November 30,
2000).

     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 indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, 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.

                                      II-3
<PAGE>

                                   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 fourteenth
day of February, 2001.

                                    P-COM, INC.

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

                                      II-4
<PAGE>

                               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 the lawful
attorney-in-fact and agent with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent
determines 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 attorney and agent 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        February 14, 2001
--------------------------   Chief Executive Officer
George P. Roberts            (Principal Executive Officer)


/s/ Leighton J. Stephenson   Chief Financial Officer and      February 14, 2001
--------------------------   Vice President, Finance and
Leighton J. Stephenson       Administration (Principal
                             Financial Accounting Officer)


/s/ James J. Sobczak         Director                         February 14, 2001
--------------------------
James J. Sobczak


/s/ Brian T. Josling         Director                         February 14, 2001
--------------------------
Brian T. Josling


/s/ John A. Hawkins          Director                         February 14, 2001
--------------------------
John A. Hawkins


/s/ M. Bernard Puckett       Director                         February 14, 2001
--------------------------
M. Bernard Puckett

                                      II-5
<PAGE>

                                 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,
            including the exhibits thereto, which are incorporated herein by
            reference pursuant to Item 3(k).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  23.2      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 (As Amended and
            Restated Through November 30, 2000).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19818}]
{"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": "333-55604", "film-number": "1544729"}, "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 February 14, 2001
                                                   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 No.)                 (IRS Employer Identification
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 (As Amended and Restated
                          Through November 30, 2000)
                           (Full title of the Plan)
                              ------------------

                               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 Maximum      Proposed Maximum    Aggregate Offering
           Title of Securities                                       Amount to be         Offering Price         Amount of
            to be Registered                     Registered(1)       per Share(2)            Price(2)         Registration Fee
---------------------------------------------  ----------------  -------------------  -------------------   ---------------------
P-Com, Inc. 1995 Stock Option/Stock Issuance    1,500,000 shares      $3.360             $5,040,000            $1,260.00
 Plan (As Amended and Restated Through
 November 30, 2000)
Common Stock, $0.0001 par value
(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 (As Amended and Restated Through November 30,
     2000) by reason of any stock dividend, stock split, recapitalization or
     other similar transaction effected without the Registrant's receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Registrant's Common Stock.

(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 average of the high
     and low selling prices per share of Registrant's Common Stock on February
     12, 2001, as reported on the Nasdaq National Market.
================================================================================
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 "Commission")(pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"):

     (a)  The Registrant's Annual Report on Form 10-K and Form 10-K/A for the
          fiscal year ended December 31, 1999, filed with the Commission on
          April 5, 2000, and as amended on August 24, 2000;

     (b)  The Registrant's Annual Report on Forms 10-K and Forms 10-K/A for the
          fiscal year ended December 31, 1998, filed with the Commission on
          April 15, 1999, and as amended on April 21, 1999, June 14, 1999,
          September 27, 1999, and April 5, 2000;

     (c)  The Registrant's Quarterly Report on Forms 10-Q and Form 10-Q/A for
          the fiscal quarter ended September 30, 2000, filed with the Commission
          on November 15, 2000, and as amended on November 16, 2000, and
          November 17, 2000;

     (d)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended June 30, 2000, filed with the Commission on August 14, 2000;

     (e)  The Registrant's Quarterly Report on Form 10-Q and Form 10-Q/A for the
          fiscal quarter ended March 31, 2000, filed with the Commission on May
          15, 2000, and as amended on August 24, 2000;

     (f)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended June 30, 1999, filed with the Commission on
          August 16, 1999, and as amended on September 24, 1999, May 11, 2000,
          and June 20, 2000;

     (g)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended March 31, 1999, filed with the Commission on
          May 17, 1999, and as amended on June 14, 1999, September 24, 1999, and
          May 11, 2000;

     (h)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended September 30, 1998, filed with the Commission
          on November, 13, 1998, and as amended on April 30, 1999, June 14,
          1999, September 24, 1999, and May 11, 2000;

     (i)  The Registrant's Quarterly Report on Form 10-Q and Forms 10-Q/A for
          the fiscal quarter ended June 30, 1998, filed with the Commission on
          August 14, 1998, and as amended on April 30, 1999, June 14, 1999,
          September 24, 1999, and May 11, 2000;

     (j)  The Registrant's Current Reports on Form 8-K, filed with the
          Commission on January 6, 2000, January 25, 2000, and August 16, 2000;
          and

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

                                      II-1
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 for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law, or (iv) 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 and advancement of the expenses of 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.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

                                      II-2
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,
            including the exhibits thereto, which are incorporated herein by
            reference pursuant to Item 3(k).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  23.2      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 (As Amended and
            Restated Through November 30, 2000).

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 (As Amended and Restated Through November 30,
2000).

     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 indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, 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.

                                      II-3
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 fourteenth
day of February, 2001.

                                    P-COM, INC.

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

                                      II-4
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 the lawful
attorney-in-fact and agent with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent
determines 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 attorney and agent 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        February 14, 2001
--------------------------   Chief Executive Officer
George P. Roberts            (Principal Executive Officer)

/s/ Leighton J. Stephenson   Chief Financial Officer and      February 14, 2001
--------------------------   Vice President, Finance and
Leighton J. Stephenson       Administration (Principal
                             Financial Accounting Officer)

/s/ James J. Sobczak         Director                         February 14, 2001
--------------------------
James J. Sobczak

/s/ Brian T. Josling         Director                         February 14, 2001
--------------------------
Brian T. Josling

/s/ John A. Hawkins          Director                         February 14, 2001
--------------------------
John A. Hawkins

/s/ M. Bernard Puckett       Director                         February 14, 2001
--------------------------
M. Bernard Puckett

                                      II-5
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,
            including the exhibits thereto, which are incorporated herein by
            reference pursuant to Item 3(k).
   5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
  23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  23.2      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 (As Amended and
            Restated Through November 30, 2000).