CERTIFICATE OF AMENDMENT OF
                       THE AMENDED AND RESTATED BYLAWS OF
                                   P-COM, INC.

      The undersigned hereby certifies that:

      1. He is the duly elected, qualified and acting secretary of P-Com, Inc.,
a Delaware corporation (the "Corporation"), and in charge of the minute book and
corporate records of the Corporation.

      2. On August 1, 2003, the board of directors of the Corporation duly
adopted a resolution (i) setting forth a proposed amendment to the Bylaws of the
Corporation (amended and restated as of August 27, 2002) (the "Bylaws") and (ii)
recommending said amendment for approval by the Corporation's stockholders.

      3. On December 2, 2003, the stockholders of the Corporation duly approved
the proposed amendment to the Bylaws at the Corporation's annual meeting of
stockholders.

      4. Accordingly, Article VII, Section 8(iii) of the Bylaws is hereby to
read in its entirety as follows:

            (iii) sell or issue any security of the corporation convertible,
            exercisable or exchangeable into shares of common stock of the
            corporation, having a conversion, exercise or exchange price per
            share which is subject to downward adjustment based entirely on the
            market price of the common stock at the time of conversion, exercise
            or exchange of such security into common stock; or

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 3rd day of December 2003.


                                        /s/ Daniel W. Rumsey
                                        ----------------------------------------
                                        Daniel W. Rumsey, Secretary


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