CERTIFICATE OF AMENDMENT OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                 OF P-COM, INC.

                         (Pursuant to Section 242 of the
                        Delaware General Corporation Law)

      P-COM, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, by its duly
authorized officer, does hereby certify:

      FIRST: That the Board of Directors of the Corporation duly adopted a
resolution setting forth a proposed amendment to the Restated Certificate of
Incorporation of the Corporation, and declaring said amendment to be advisable
and recommended for approval by the stockholders of the Corporation.

      SECOND: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

      THIRD: That upon the effectiveness of this Certificate of Amendment, the
first paragraph of Article IV of the Restated Certificate of Incorporation of
the Corporation is hereby amended such that, as amended, said paragraph shall
read in its entirety as follows:

            This Corporation is authorized to issue two (2) classes of stock, to
            be designated, respectively, "Common Stock" and "Preferred Stock."
            The total number of shares that this Corporation is authorized to
            issue is Seven Hundred Two Million (702,000,000) shares. Seven
            Hundred Million (700,000,000) shares shall be Common Stock, par
            value $.0001 per share, and Two Million (2,000,000) shares shall be
            Preferred Stock, par value $.0001 per share.

      IN WITNESS WHEREOF, this Certificate of Amendment of Restated Certificate
of Incorporation has been executed this 3rd day of December, 2003.

                                        P-COM, INC.


                                        By: /s/ Samuel Smookler
                                           -------------------------------------
                                           Samuel Smookler
                                           Chief Executive Officer