SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-K

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

         DATE OF REPORT (Date of Earliest Event Reported): APRIL 1, 2003

                                   P-COM, INC.
               (Exact Name of Registrant as Specified in Charter)


           DELAWARE                   0-25356                  59-1834763
 (State or Other Jurisdiction  (Commission File Number)    (IRS Employer
      of Incorporation)                                   Identification No.)


3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA                     95008
(Address of Principal Executive Offices)                             (Zip Code)


       Registrant's Telephone Number, Including Area Code: (408) 866-3666




          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.  OTHER EVENTS.

     P-Com, Inc. today announced that Daniel W. Rumsey has joined the company as
its  Vice  President  and General Counsel, and that Leighton Stephenson resigned
from  the  company  on April 1, 2003, as its Chief Financial Officer. Mr. Rumsey
will  serve the company as its interim Chief Financial Officer while the company
searches  for  Mr.  Stephenson's  replacement.

     Separately,  P-Com  announced  today  that  it  had  abandoned  its  merger
discussions with Procera Networks. The company intends to focus its
consolidation strategy on the fixed wireless market segment.

     Additional  information  about these  events are  included in the  attached
press releases issued by P-Com on April 4, 2003.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

         99.1     Press releases dated April 4, 2003



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                           P-COM, INC.
                                            (Registrant)

Date:  APRIL 4, 2003                 By: /s/ George P. Roberts
                                       ---------------------------

                                       Name:    George P. Roberts
                                       Title:   Chief Executive Officer