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) JUNE 29, 2004 (JUNE 25, 2004)

                         COMMISSION FILE NUMBER 0-25356

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                                   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 5.  Other Events and Regulation FD Disclosure.

On Monday,  June 28, 2004,  P-Com,  Inc. (the "Company")  issued a press release
announcing the consummation of a special offer to holders of its existing Series
A, B, C-1 and C-2 Warrants (the "Special Warrant Offer"),  resulting in proceeds
to the Company of approximately $2.3 million.

Under the terms of the  Special  Warrant  Offer,  for a period of 15 days ending
June 25, 2004, the Company  temporarily lowered the exercise price of its issued
and  outstanding  Series A, B, and C-2 Warrants to $.05 per share.  The exercise
prices of the Series A, B and C-2 Warrants  prior to the Special  Warrant Offer,
and following its conclusion,  are $0.12,  $0.20,  and $0.18,  respectively.  In
order to exercise the Series C-2 Warrants at the reduced exercise price of $0.05
per share,  the holders of these  warrants  were  required to exercise  the same
number of Series C-1  Warrants  via a cashless  exercise  provision  whereby the
holder received one share of the Company's common stock for every two Series C-1
Warrants  exercised.  The  participating  holders of the Series A and B warrants
were  allowed to  exercise  up to  one-half  of their  warrants  at the  reduced
exercise  price of $0.05 per share if they also  exercised the remaining half of
their warrants via a cashless exercise provision whereby the holder received one
share of the Company's common stock for every two warrants exercised.

At the conclusion of the Special  Warrant  Offer,  Series A Warrants to purchase
approximately  3.7 million shares,  Series B Warrants to purchase  approximately
5.1 million shares,  Series C-1 Warrants to purchase  approximately 42.0 million
shares and Series C-2  Warrants to  purchase  approximately 42.0 million  shares
remained  outstanding.  These  remaining  warrants are currently  exercisable in
accordance with their original terms and conditions.

Due to certain  exercise  limitations  contained in the Series A, B, C-1 and C-2
Warrants,  certain  warrant  holders were unable to  participate  in the Special
Warrant  Offer.  These  holders  have  accepted  promissory  notes issued by the
Company  that will be  cancelled  upon the  receipt of  stockholder  approval to
remove  the  warrant  exercise  limitations.  Upon the  receipt  of  stockholder
approval,  the  warrant  holders to whom the  promissory  notes were issued will
fully  exercise  their  warrants  and pay the  corresponding  exercise  price by
canceling P-Com's  obligations  under the promissory  notes. As a result,  there
will be no remaining Series A or Series B Warrants  outstanding,  and Series C-1
Warrants to purchase  approximately  22.0 million shares and Series C-2 Warrants
to purchase approximately 22.0 million shares will remain outstanding.

The press  release is attached  hereto as Exhibit  99.1 and is  incorporated  by
reference herein in its entirety.

Item 7. Financial Statements and Exhibits.

(c)  Exhibits.  The  following  materials  are filed as exhibits to this Current
Report on Form 8-K:

Exhibit  99.1     News  Release of P-Com,  Inc.,  dated June 28,  2004,  to
                  report the completion of the special offer to existing warrant
                  holders, thereby raising approximately $2.3 million in working
                  capital, and reaffirming second quarter guidance.

                                   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: June 29, 2004




                                  EXHIBIT INDEX

Exhibit No.       Description
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99.1              News Release of P-Com,  Inc.,  dated June 28, 2004,  to report
                  the  completion  of the  special  offer  to  existing  warrant
                  holders, thereby raising approximately $2.3 million in working
                  capital, and reaffirming second quarter guidance.