P-Com Announces Secondary Common Stock Offering for Selling Stockholders

P-Com Announces Secondary Common Stock Offering for Selling Stockholders 


CAMPBELL, Calif., Feb. 6  /PRNewswire-FirstCall/ -- P-Com, Inc.  (BULLETIN
BOARD: PCOM) , a worldwide provider of wireless telecom products and services,
announced that its registration statement on Form S-1 was declared effective by
the Securities and Exchange Commission on February 6, 2004.  The registration
statement registers the resale of 608,532,358 shares of P-Com common stock, par
value $.0001 per share, to be offered from time to time by the selling
stockholders named in the prospectus that forms a part of the effective
registration statement.  Of the 608,532,358 registered shares:

  -- 177,055,243 are shares of P-Com's common stock that are currently
     outstanding and may in the future be sold from time to time by certain
     selling stockholders;

  -- 11,457,487 are shares that may in the future be issued to certain
     selling stockholders upon conversion of P-Com's outstanding Series B
     Convertible Preferred Stock;

  -- 206,257,028 are shares that may in the future be issued to certain
     selling stockholders upon conversion of P-Com's outstanding Series C
     Convertible Preferred Stock;

  -- 13,333,333 are shares that may in the future be issued to certain
     selling stockholders upon conversion of P-Com's outstanding Series D
     Convertible Preferred Stock; and

  -- 200,429,267 are shares that may in the future be issued to certain
     selling stockholders upon the exercise of certain warrants to purchase
     shares of P-Com's common stock.



P-Com will not receive any of the proceeds from the sale of the shares of common
stock by the selling stockholders.  P-Com may receive proceeds from the exercise
of warrants held by the selling stockholders if they opt to pay the exercise
price in cash rather than executing a cashless exercise.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of P-Com common stock in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.

Any offer or sale will be made only by means of the written prospectus forming a
part of the effective registration statement. A copy of the prospectus relating
to the offering may be obtained at http://www.sec.gov/ or from P-Com, 3175
Winchester Boulevard, Campbell, California 95008, or by phone at 408-866-3666.

About P-Com, Inc.

P-Com, Inc. develops, manufactures, and markets point-to-point, spread spectrum
and point-to-multipoint, wireless access systems to the worldwide
telecommunications market. P-Com broadband wireless access systems are designed
to satisfy the high-speed, integrated network requirements of Internet access
associated with Business to Business and E-Commerce business processes. Cellular
and personal communications service (PCS) providers utilize P-Com point-to-point
systems to provide backhaul between base stations and mobile switching centers.
Government, utility, and business entities use P-Com systems in public and
private network applications. For more information visit http://www.p-com.com/
or call 408-866-3660.

Safe Harbor Statement

Statementsin this release that are forward looking involve known and unknown
risks and uncertainties, which may cause P-Com's actual results in future
periods to be materially different from any future performance that may be
suggested in this release.  Such factors may include, but are not limited to:
the ability to achieve positive cash flow given the Company's existing and
anticipated operating and other costs, and current sales trends; the possible
need to raise additional equity capital, and whether that capital is available
on acceptable terms, if at all; the Company's ability to negotiate repayment
terms with many of its creditors, and settle outstanding litigation; a continued
severe worldwide slowdown in the telecommunications equipment and services
sector; fluctuations in customer demand, pricing and competition; reliance upon
subcontractors; the ability of P-Com's customers to finance their purchases; the
timing of new technology and product introductions; and the risk of early
obsolescence.  Many of these risks and uncertainties are beyond P-Com's control.
 Reference is made to the discussion of risk factors detailed in P-Com's filings
with the Securities and Exchange Commission, including its reports on Form 10-K
and 10-Q.

    Media Contact:               Investor Contact:
    Greg Berardi                 Dan Rumsey, General
    415-239-7826Counsel          and Acting CFO
      408-866-3666
                                 

DATASOURCE: P-Com, Inc.



CONTACT:  media, Greg Berardi, [phone], or

, for P-Com, Inc.; investors, Dan Rumsey, General

Counsel and Acting CFO of P-Com, Inc., [phone], or





Web site:  http://www.p-com.com/ 

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