SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
                      JANUARY 30, 2004 (JANUARY 29, 2004)

                         COMMISSION FILE NUMBER 0-25356


                                   P-COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                    77-0289371
(STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                          3175 S. WINCHESTER BOULEVARD
                               CAMPBELL, CA 95008
                                 (408) 866-3666

       (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
               CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)







ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

         See attached Exhibit Index.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On January 29, 2004,  the  Registrant  issued a press release to report
its financial  results for its fourth quarter and fiscal year ended December 31,
2003. Also, on that date, the Registrant held an investor  conference call where
management  delivered  prepared remarks  relating to the Registrant's  financial
condition and results from  operations  for the quarter ended December 31, 2003.
The press release is attached hereto as Exhibit 99.1 and a copy of the script is
attached hereto as Exhibit 99.2. Both Exhibits are incorporated  herein in their
entirety by reference.

         The information contained herein and in the accompanying Exhibit 99.1
and Exhibit 99.2 shall be incorporated by reference into any filing of the
Registrant, whether made before or after the date hereof, where such
incorporation is provided for, and shall be specifically incorporated by
reference into our currently effective registration statement on Form S-8.
Except as provided in the previous sentence, the information in this Item 12,
including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended.

(c) Exhibits.

Number    Description of Document
------    -----------------------

99.1     Press release of P-Com, Inc. dated January 29, 2004 to report its
         financial results for its fourth quarter and fiscal year ended December
         31, 2003.

99.2     Script of P-Com, Inc. investor conference call dated January 29, 2004.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     P-COM, INC.

                                     By: /s/ Sam Smookler
                                        ---------------------------------------
                                         Sam Smookler
                                         President and Chief Executive Officer


Date: January 30, 2004






                                  EXHIBIT INDEX

Number    Description of Document
------    -----------------------

99.1     Press release of P-Com, Inc. dated January 29, 2004 to report its
         financial results for its fourth quarter and fiscal year ended December
         31, 2003.

99.2     Script of P-Com, Inc. investor conference call dated January 29, 2004.