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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A


(Mark One)
  [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                     OR
  [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          FOR THE TRANSITION PERIOD FROM ________ TO _______


                         Commission File Number: 0-25356


                                   P-COM, INC.


             (Exact Name of Registrant as Specified in its Charter)


           DELAWARE                                     77-0289371
(State or Other Jurisdiction of            (IRS Employer Identification Number)
Incorporation or Organization)


            3175 S. WINCHESTER BOULEVARD, CAMPBELL, CALIFORNIA 95008
                                 (408) 866-3666
          (Address and Telephone Number of Principal Executive Offices)


  Securities registered pursuant to Section 12(b)of the Act:

  Securities Registered Pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $0.0001 PAR VALUE
                         PREFERRED STOCK PURCHASE RIGHTS

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. YES [X] NO [ ]

Indicate by check mark whether the registrant is an accelerated filer as defined
in the Exchange Act Rule 12b-2. YES [ ]   NO [X]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant was  approximately  $3,916,587 (based upon the price the Registrant's
Common  Stock was sold in June 30,  2003).  Shares of Common  Stock held by each
executive  officer,  director and holder of 5% or more of the outstanding Common
Stock have been  excluded in that such  persons may be deemed to be  affiliates.
This   determination  of  affiliate  status  is  not  necessarily  a  conclusive
determination  for other purposes.  Effective  March 10, 2003, the  Registrant's
Common Stock were delisted from the Nasdaq SmallCap Market and commenced trading
electronically  on the  OTC  Bulletin  Board  of  the  National  Association  of
Securities Dealers, Inc.

On November 3, 2003,  approximately 43,517,644 shares of the registrant's Common
Stock, $0.0001 par value, were outstanding.

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                                     PART II

Item 9A.      CONTROLS AND PROCEDURES.

         As of the end of the  period  ended  December  31,  2002 the  Company's
management,  including its chief executive officer and chief financial  officer,
has  evaluated  the  effectiveness  of the  Company's  disclosure  controls  and
procedures,  as such term is defined  in Rule  13a-15(e)  promulgated  under the
Securities and Exchange Act of 1934, as amended.  Based on that evaluation,  the
Company's chief executive officer and chief financial officer concluded that the
Company's  disclosure  controls and procedures were effective as of December 31,
2002 to ensure  that  information  required  to be  disclosed  by the Company in
reports that it files or submits under the  Securities  and Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in Securities and Exchange Commission rules and forms.

                                     PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K.

     (a)  Exhibits

          31.1 Certification of Principal Executive Officer Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002

          31.2 Certification of Principal Financial Officer Pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002



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                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
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


By:  /s/ Daniel W. Rumsey
---------------------------------
Daniel W. Rumsey
Acting Chief Executive Officer

Date: November 3, 2003


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    Signature                                          Title                             Date

<S>                  <C>                                                <C>                               <C>
                                                           President, Chief Executive
                                                               Officer and Director
/S/ Sam Smookler                                        (Principal Executive Officer)                  November 3, 2003
--------------------------------------------------
Sam Smookler

                                                                Vice President and
                                                           Acting Chief Financial Officer
                                                     (Principal Financial Officer and Principal
/s/ Daniel W. Rumsey                                            Accounting Officer)                    November 3, 2003
--------------------------------------------------
Daniel W. Rumsey


/s/ George P. Roberts                                    Chairman of the Board of Directors            November 3, 2003
--------------------------------------------------
George P. Roberts


/s/ Brian T. Josling                                          Director of the Company                  November 3, 2003
--------------------------------------------------
Brian T. Josling


/s/ John A. Hawkins                                           Director of the Company                  November 3, 2003
--------------------------------------------------
John A. Hawkins

/s/ Frederick R. Fromm                                        Director of the Company                  November 3, 2003
--------------------------------------------------
Frederick R. Fromm

</TABLE>