<PAGE>

                                                                    Exhibit 99.3

                                   P-Com, Inc.

                                 CODE OF ETHICS


     Senior  Financial Officers hold an important and elevated role in corporate
governance.  As  part  of  the  P-Com,  Inc.  management  team, Senior Financial
Officers,  including  the  Chief  Executive  Officer,  Chief  Financial Officer,
Controller  and  Treasurer are vested with both the responsibility and authority
to  protect,  balance  and  preserve  the  interests  of  all  of  the company's
stakeholders,  including  stockholders,  clients,  employees,  suppliers,  and
citizens  of  the  communities  in  which  the  company's business is conducted.
Senior  Financial  Officers  fulfill  this  responsibility  by  prescribing  and
enforcing the policies and procedures employed in the operation of the company's
financial  organization,  and  by  demonstrating  the  following:

I.     HONEST  AND  ETHICAL  CONDUCT

Senior  Financial  Officers  will  exhibit  and promote the highest standards of
honest  and  ethical conduct through the establishment and operation of policies
and  procedures  that:

-Encourage  and  reward  professional  integrity in all aspects of the financial
organization,  by  eliminating inhibitions and barriers to responsible behavior,
such  as  coercion,  fear  of  reprisal,  or  alienation  from  the  financial
organization  or  the  enterprise  itself.

-Prohibit  and  eliminate the appearance or occurrence of conflicts between what
is  in  the  best  interest  of the enterprise and what could result in material
personal  gain  for  a  member  of  the financial organization, including Senior
Financial  Officers.

-Provide  a  mechanism  for members of the finance organization to inform senior
management  of  deviations  in  practice  from policies and procedures governing
honest  and  ethical  behavior.

-Demonstrate  their  personal  support  for such policies and procedures through
periodic  communication  reinforcing  these  ethical  standards  throughout  the
organization.

II.     FINANCIAL  RECORDS  AND  PERIODIC  REPORTS

Senior  Financial  Officers will establish and manage the enterprise transaction
and  reporting  systems  and  procedures  to  ensure  that:

-Business  transactions  are  properly  authorized and completely and accurately
recorded  on  the  Company's  books  and  records  in  accordance with Generally
Accepted  Accounting Principles (GAAP) and established company financial policy.

-The retention or proper disposal of Company records shall be in accordance with
established  enterprise  financial  policies and applicable legal and regulatory
requirements.

-Periodic  financial  communications  and  reports will be delivered in a manner
that  facilitates  the  highest degree of clarity of content and meaning so that
readers  and  users will quickly and accurately determine their significance and
consequence.

III.     COMPLIANCE  WITH  APPLICABLE  LAWS,  RULES  AND  REGULATIONS

Senior  Financial  Officers  will  establish  and  maintain  mechanisms  to:

-Educate  members  of the finance organization about any federal, state or local
statute,  regulation  or  administrative procedure that affects the operation of
the  finance  organization  and  the  enterprise  generally.

-Monitor the compliance of the finance organization with any applicable federal,
state  or  local  statute,  regulation  or  administrative  rule.

-Identify,  report  and  correct  in  a  swift  and certain manner, any detected
deviations  from  applicable  federal,  state  or  local  statute or regulation.

<PAGE>