8-K

 
                       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 16, 1999
                                                   -----------------------------


                                  P-COM, INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


         Delaware                   0-25356                     77-0289371
- --------------------------------------------------------------------------------
(State or other jurisdiction      (Commission             (IRS Employer
     of incorporation)             File Number)            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
                                                      --------------------------


                                   None
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

 
Item 5.  Other Events.
         ------------ 

          In a press release disseminated on March 31, 1999, the Registrant
issued a press release announcing a planned reduction of approximately 10% of
its workforce.  A copy of the press release is attached hereto and incorporated
herein by reference.

          Statements in this report that are forward looking involve known and
unknown risks and uncertainties, which may cause the Company's actual results in
future periods to be materially different from any future performance that may
be suggested in this release.  Such factors may include, but are not limited to,
reliance upon subcontractors, fluctuations in customer demand and commitments,
both in timing and volume, introduction of new products, commercial acceptance
and viability of new products and expenses associated therewith, cancellations
of orders without penalties, pricing and competition, the Company's ability to
have available an appropriate amount of production capacity in a timely manner,
the ability of the Company's customers to finance their purchases of the
Company's products and/or services, the timing of new technology and product
introductions, the risk of early obsolescence accounting for adjustments for the
Cylink Acquisition and the pending stockholder class action lawsuits.  In
addition, actual 1998 annual and fourth quarter results and previously reported
results for such periods may differ or change materially due to potential prior
period adjustments in such related restatements required by the SEC in response
to its new guidelines or made on the advice of the Company's independent
accountants.  Similarly, results for future periods may be impacted by these
potential adjustments and related restatement.  Further, the Company operates in
an industry sector where securities values are highly volatile and may be
influenced by economic and other factors beyond the Company's control, such as
announcements by competitors and service providers.  Reference is made to the
discussion of risk factors detailed in the Company's filings with the Securities
and Exchange Commission, including its reports on Form 10-K and 10-Q.

Item 7.  Financial Statement and Exhibits.
         -------------------------------- 

          A copy of the Registrant's press release announcing a planned
reduction of approximately 10% of its workforce is attached hereto as an
exhibit.

 
                                   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.



DATE: April 19, 1999                    By:  /s/ Michael J. Sophie
                                           -----------------------------------
                                             Name:   Michael J. Sophie
                                             Title:  Chief Financial Officer

 
                                 EXHIBIT INDEX

Exhibit
- -------

99.1    Press Release disseminated April 16, 1999

EX-99.1

 
                                                                    Exhibit 99.1

P-COM
        
                                        P-Com, Inc.-Headquarters
                                        3175 S. Winchester Boulevard
                                        Campbell, CA 95008 U.S.A.
                                        Tel:  408.866.3666   Fax:  408.866.3655
- --------------------------------------------------------------------------------
     CAMPBELL, Calif.--(BUSINESS WIRE)--April 16, 1999--P-Com, Inc.
(Nasdaq/NMS:PCMS), today announced a planned reduction of approximately
10% of its workforce.

     The reductions will take place during the second quarter of 1999, with the
total number of positions affected being approximately 100 employees worldwide.
These actions are in addition to the reduction made in the Fall of 1998. The
company believes these additional cost reductions continue to lower expenses,
reduce risk and improve shareholder value.

     P-Com, Inc. develops, manufactures and markets network access systems for
the worldwide wireless telecommunications market. The point-to-point, spread
spectrum, and point-to-multipoint radio links provided by P-Com are designed to
satisfy the network requirements of cellular and personal communications
services, corporate communications, public utilities and local governments.

     In addition, P-Com provides comprehensive network services including system
and program planning and management, path design and installation.

     Statements in this release that are forward looking involve known and
unknown risks and uncertainties, which may cause the company's actual results in
future periods to be materially different from any future performance that may
be suggested in this release. Such factors may include, but are not limited to,
reliance upon subcontractors, fluctuations in customer demand and commitments,
both in timing and volume, introduction of new products, commercial acceptance
and viability of new products and expenses associated therewith, cancellations
of orders without penalties, pricing and competition, the company's ability to
have available an appropriate amount of production capacity in a timely manner,
the ability of the company's customers to finance their purchases of the
company's products and/or services, the timing of new technology and product
introductions, the risk of early obsolescence and the pending stockholder class
action lawsuits. Further, the company operates in an industry sector where
securities values are highly volatile and may be influenced by economic and
other factors beyond the company's control, such as announcements by competitors
and service providers. Reference is made to the discussion of risk factors
detailed in the company's filings with the Securities and Exchange Commission,
including its reports on Form 10-K and 10-Q.

     P-Com, Inc., with world headquarters in Campbell, and offices in Florida,
New Jersey, Virginia, the UK, Italy, France, Germany, Poland, Mexico, Dubai and
China, is an ISO 9001 certified company. For additional information, contact P-
Com at:

     P-Com, Inc. -- 3175 S. Winchester Blvd. -- Campbell, CA 95008 -- USA TEL:
408/866-3666 Fax: 408/866-3655 -- www.p-com.com.