================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                (Amendment No. 2)

                    Under the Securities Exchange Act of 1934




                                   P-COM, Inc.
--------------------------------------------------------------------------------
                                 (Name of Issuer


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    693262206
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2003
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
                              [X] Rule 13d-1(c)
                              [ ] Rule 13d-1(d)
                              [ ] Rule 13d-1(b)


* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

================================================================================


--------------------------                              ------------------------
CUSIP NO. 693262206               SCHEDULE 13G                 Page 2 of 5 Pages
--------------------------------------------------------------------------------
1.                NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION
                  NO. OF ABOVE PERSON

                  NEWBERG FAMILY TRUST u/d/t 12/18/90
--------------------------------------------------------------------------------
2.                CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (A) [ ]
                                                                      (B) [X]
--------------------------------------------------------------------------------
3.                SEC USE ONLY


--------------------------------------------------------------------------------
4.                CITIZENSHIP OR PLACE OF ORGANIZATION

                  CALIFORNIA
--------------------------------------------------------------------------------
                               5.     SOLE VOTING POWER

                                      500,019
   NUMBER OF                  --------------------------------------------------
    SHARES                     6.     SHARED VOTING POWER
 BENEFICIALLY
   OWNED BY                           0
    EACH                      --------------------------------------------------
  REPORTING                    7.     SOLE DISPOSITIVE POWER
   PERSON
    WITH:                             500,019
                              --------------------------------------------------
                               8.     SHARED DISPOSITIVE POWER

                                      0
--------------------------------------------------------------------------------
9.                AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  500,019
--------------------------------------------------------------------------------
10.               CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                  CERTAIN SHARES*                                          [ ]
--------------------------------------------------------------------------------
11.               PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  1.1%
--------------------------------------------------------------------------------
12.               TYPE OF REPORTING PERSON*

                  00 - Trust
================================================================================


                                                           Page  3  of  5  Pages
                                                               -----  -----
ITEM 1.

      (a) Name of Issuer:    P-COM, Inc.
                         -------------------

      (b) Address of Issuer's Principal Executive Offices:

                  3175 S. Winchester Blvd., Campbell, CA 95008
                 ----------------------------------------------

ITEM 2.

      (a) Name of Person Filing:

             Bruce L. Newberg as Trustee of the Newberg Family Trust
            ---------------------------------------------------------

      (b) Address of Principal Business Office or, if none, Residence:

                 11601 Wilshire Boulevard, Los Angeles, CA 90025
                -------------------------------------------------

      (c) Citizenship: California
                      -------------

      (d) Title of Class of Securities:  Common Stock
                                       ---------------
      (e) CUSIP Number:  693262206
                        -----------


ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
        WHETHER THE PERSON FILING IS A:

     (a)  [ ] Broker or Dealer registered under Section 15 of the Act
     (b)  [ ] Bank as defined in section 3(a)(6) of the Act
     (c)  [ ] Insurance Company as defined in section 3(a)(19) of the Act
     (d)  [ ] Investment  Company  registered  under section 8 of the Investment
              Company Act of 1940
     (e)  [ ] Investment  Adviser registered under section 203 of the Investment
              Advisers Act or under the laws of any State
     (f)  [ ] Employee  Benefit  Plan,  Pension  fund  which is  subject to the
              provisions of the Employee  Retirement  Income Security Act of
              1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
     (g)  [ ] Parent  Holding  Company  or  control  person, in  accordance with
              Section 240.13d-1(b)(ii)(G)(Note: See Item 7)
     (h)  [ ] A Savings  Association  as defined in Section  3(b) of the Federal
              Deposit Insurance Act
     (i)  [ ] A  Church  Plan  that  is  excluded  from  the  definition  of  an
              investment  company under Section  3(c)(14) of the Investment
              Company Act of 1940
     (j)  [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Section 240.13d-1(c), check this box [X].

ITEM 4.   OWNERSHIP

         If the  percent  of the  class  owned,  as of  December  31 of the year
covered by this statement,  or as of the last day of any month described in Rule
13d-1(b)(2)   if  applicable   exceeds  five  percent,   provide  the  following
information  as of that date and identify those shares which there is a right to
acquire.


                                                           Page  4  of  5  Pages
                                                               -----  -----

       NEWBERG FAMILY TRUST u/d/t December 18, 1990(1)

      (a) Amount Beneficially Owned:  500,019
                                    --------------------------------------------
      (b) Percent of Class:  1.1%
                           -----------------------------------------------------
      (c) Number of shares as to which such person has:

         (i)sole power to vote or to direct the vote:      500,019
                                                     ---------------------------
         (ii)shared power to vote or to direct the vote:    0
                                                        ------------------------
         (iii)sole power to dispose or to direct the disposition of: 500,019
                                                                    ------------
         (iv)shared power to dispose or to direct the disposition of:   0
                                                                     -----------
------------
(1)       Represents shares of common stock which the Newberg Family Trust u/d/t
          December 18, 1990 has a right to acquire upon the  conversion of 4,731
          shares of Series B Convertible Preferred Stock.


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five  percent  of  the  class  of  securities,  check  the  following  [X].


ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         If any other  person is known to have the right to receive or the power
to direct the receipt of dividends  from, or the proceeds from the sale of, such
securities,  a statement  to that effect  should be included in response to this
item and, if such interest relates to more than five percent of the class,  such
person  should be  identified.  A listing of the  shareholders  of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employees benefit plan,  pension fund or endowment fund is not required.  Not
Applicable.


ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         If a parent holding  company has filed this schedule,  pursuant to Rule
13d-1(b)(ii)(G),  so indicate under Item 3(g) and attach an exhibit  stating the
identity and the Item 3 classification of the relevant  subsidiary.  If a parent
holding  company has filed this schedule  pursuant to Rule  13d-1(c),  attach an
exhibit stating the identification of the relevant subsidiary. NOT APPLICABLE.


ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J), so
indicate  under Item 3(h) and attach an exhibit  stating the identity and Item 3
classification  of each member of the group.  If a group has filed this schedule
pursuant to Rule 13d-1(d), attach an exhibit stating the identity of each member
of the group. Not Applicable.


                                                     Page   5    of   5   Pages
                                                          ------    ------


ITEM 9.   NOTICE OF DISSOLUTION OF GROUP

         Notice of dissolution of a group may be furnished as an exhibit stating
the date of the  dissolution  and that  all  further  filings  with  respect  to
transactions in the security report on will be filed, if required, by members of
the group, in their individual capacity. NOT APPLICABLE.


ITEM 10.  CERTIFICATION

         By signing  below,  I certify  that,  to the best of my  knowledge  and
belief,  the  securities  referred  to above were  acquired  and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purpose of and do not have the effect of changing or influencing  the control of
the  issuer  of such  securities  and  were  not  acquired  and are not  held in
connection  with or as a participant in any  transaction  having that purpose or
effect.



                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief,  I hereby
certify that the information  set forth in this statement is true,  complete and
correct.




Date:     January 28, 2004                    Newberg Family Trust




                                              By: /S/ Bruce L. Newberg
                                                 -------------------------------
                                                    Bruce L. Newberg, Trustee