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)
                         APRIL 30, 2004 (APRIL 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 April 29, 2004, the Registrant issued a press release to report its
financial results for its first quarter ended March 31, 2004. 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 March 31, 2004. 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 statements on Form S-1 and
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 April 29, 2004 to report its
            financial results for its first quarter ended March 31, 2004.

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


                                   SIGNATURES

Pursuant to the requirements 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/ Daniel W. Rumsey
                                           -------------------------------------
                                           Daniel W. Rumsey
                                           Acting Chief Financial Officer and
                                           Vice President


Date: April 30, 2004






                                                   EXHIBIT INDEX

   Number   Description
   ------   --------------------------------------------
    99.1    Press release of P-Com, Inc. dated April 29, 2004 to report its
            financial results for its first quarter ended March 31, 2004.

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