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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    FORM 8-K

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

                                 AUGUST 24, 2006
                Date of Report (Date of earliest event reported)

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                                   PCTEL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                      000-27115                77-0364943
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(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)

                         8725 W. HIGGINS ROAD, SUITE 400
                                CHICAGO, IL 60631
          (Address of Principal Executive Offices, including Zip Code)

                                 (773) 243-3000
              (Registrant's telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12(b))

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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SECTION 1.    REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On August 24, 2006, the Compensation Committee of the Board of
Directors approved modifications to existing severance benefits in favor of
selected officers and key managers of the company, and approved the granting of
severance benefits to other officers and key managers consistent with current
policies. These actions by the committee were undertaken at the recommendation
of management for the purpose of standardizing severance benefits across the
management of the company. Severance benefits to the company's officers and key
managers are payable as a result of the involuntary termination of employment by
the company without cause or constructive termination of employment, as more
specifically defined by contract, and typically include salary continuation for
a specified period of time, partial acceleration of then unvested equity
incentive awards, and continuation of health and medical benefits for a
prescribed period of time. There are currently 15 officers and key managers
within the company who currently have the right to receive severance benefits
upon termination of employment in these circumstances.

         The existing severance benefits currently held by John Schoen, Chief
Financial Officer, Jeff Miller, Vice President, Global Sales, and Biju Nair,
Vice President & General Manager, Mobility Solutions Group, were modified to
permit, as more specifically defined by contract, a material reduction of the
duty, title, authority or responsibilities of the executive (including a
reduction in facilities and perquisites) in connection with a corporate
restructuring or an acquisition of the company or for other good business
reasons (as determined by the Chief Executive Officer of the company) without
triggering a constructive termination of employment that would result in the
company's obligation to provide severance and other benefits.

         Steve Deppe, Vice President and General Manager, Antenna Products
Group, was included among the officers and key managers who were provided
severance benefits. Mr. Deppe, who was formerly the president of MAXRAD, Inc.,
was party to an employment agreement that was entered into by the company in
connection with the company's acquisition of MAXRAD, Inc., in January 2004. The
severance provisions of Mr. Deppe's employment agreement expired in January
2006. The severance benefits that were approved for Mr. Deppe are triggered in
general upon the company's termination of his employment involuntarily without
cause or constructive termination of his employment, and include 12 months of
salary continuation, acceleration of his then unvested equity incentives as if
he had continued employment for an additional 12 months after termination, and
continuation of health and medical benefits for a period of up to 12 months. The
definition of constructive termination in Mr. Deppe's agreement is consistent
with that definition as it has been modified for all other officers and key
managers of the company.

         The severance agreements for Mr. Schoen, Mr. Miller, Mr. Nair and Mr.
Deppe will be filed with the company's periodic reports when they have been
prepared and executed by the company and the individual officers.


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                                    SIGNATURE

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

Date:  August 30, 2006

                                         PCTEL, INC.

                                    By:  /s/ John W. Schoen
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                                         John W. Schoen, Chief Financial Officer








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