SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                         PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 23, 2004
                                (JULY 23, 2004)

                         COMMISSION FILE NUMBER 0-25356

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

            DELAWARE                                     77-0289371
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                          3175 S. WINCHESTER BOULEVARD
                               CAMPBELL, CA 95008
                                 (408) 866-3666

       (Address, Including Zip Code, and Telephone Number, Including Area
               Code, of Registrant's Principal Executive Offices)

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Item 5. Other Events.

      On July 23, 2004,  P-Com,  Inc.  (the  "Company")  issued a press  release
announcing that it has entered into two settlements  with two separate  European
vendors that have cumulatively  eliminated $8.34 million in liabilities from its
balance  sheet.  A copy of the press release is attached  hereto as Exhibit 99.1
and is incorporated herein in its entirety by reference.

Item 7. Financial Statements and Exhibits.

(c)  Exhibits.  The  following  materials  are filed as exhibits to this Current
Report on Form 8-K:

      Exhibit 99.1         Press  release of P-Com,  Inc.  dated  July 23,  2004
                           announcing the reduction of  outstanding  liabilities
                           by $8.3  million and the  revision  of the  Company's
                           second quarter revenue outlook.

Item 12. Disclosure of Results of Operations and Financial Results.

      On July 23,  2004,  the  Company  publicly  disseminated  a press  release
announcing the revision of its second quarter revenue  outlook by  approximately
$400,000,  which amount will now be  recognized  in the third quarter of 2004. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein in its entirety by reference.

      The  information in this Form 8-K and the Exhibits  attached  hereto shall
not be deemed  "filed" for purposes of Section 18 of the Securities Act of 1934,
nor shall it deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly
set forth by specific reference in such filing.

                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                    P-COM, INC.

                                    By: /s/Sam Smookler
                                        --------------------------------------
                                        Sam Smookler
                                        President and Chief Executive Officer
Date: July 23, 2004




                                  EXHIBIT INDEX

Exhibit              Description
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Exhibit 99.1         Press release of P-Com, Inc. dated July 23, 2004 announcing
                     the reduction of outstanding  liabilities by $8.3 million
                     and the revision of the Company's second quarter
                     revenue outlook.