FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of  the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5

1. Name and Address of Reporting Person* BBT Fund, L.P.	2. Issuer Name and Ticker or Trading Symbol P-Com, Inc. (PCOM)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable)     Director                                    X  10% Owner     Officer (give title below)           Other (specify below)
(Last)      (First)     (Middle) West Bay Road, P.O. Box 31106 SMB	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year November 1, 2002
(Street) Grand Cayman, Cayman Islands		5. If Amendment, Date of Original (Month/Day/Year)  N/A	7. Individual or Joint/Group Filing (Check Applicable Line)     Form filed by One Reporting Person  X  Form filed by More than One Reporting Person
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001	N/A	N/A	N/A		N/A	N/A	N/A	122,800	D	N/A

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expira- tion Date

Title

Amount or Number of Shares

4.25% Convertible Notes due 2002

$2.50

11/01/02

N/A

J(1)

$9,500,000

Immed.

11/01/02

Common Stock

3,800,000

N/A

-0-

D

7% Convertible Notes due 11/01/05

$2.10

11/01/02

N/A

J(1)

$9,500,000

Immed.

11/01/05

Common Stock

4,523,810

J (1)

$9,500,000

D

Explanation of Responses:

SEE CONTINUATION SHEET  BBT FUND, L.P.


By: /s/ W.R. Cotham
            W.R. Cotham, Vice President of BBT-FW, Inc., general
             partner of BBT Genpar, L.P., general partner of BBT
             Fund, L.P.

**Signature of Reporting Person November 5, 2002
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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CONTINUATION SHEET TO FORM 4

_____________________________________________ Name and Address of Reporting Person:	_____________________________________________ BBT Fund, L.P. West Bay Road P.O. Box 31106 SMB Grand Cayman, Cayman Islands
Issuer Name and Ticker or Trading Symbol:	P-Com, Inc. (PCOM)
Date of Event Requiring Statement:	November 1, 2002
_____________________________________________ Other Reporting Persons:	____________________________________________ Signatures of Reporting Persons:
BBT Genpar, L.P. (2) 201 Main Street, Suite 3200 Fort Worth, Texas 76102	BBT GENPAR, L.P. By: BBT-FW, Inc., general partner       By: /s/ W.R. Cotham            W.R. Cotham, Vice President

BBT-FW, Inc. (2)
201 Main Street, Suite 3200
Fort Worth, Texas 76102 BBT-FW, Inc.

By: /s/ W.R. Cotham
       W.R. Cotham, Vice President

Sid R. Bass (2)
201 Main Street, Suite 3200
Fort Worth, Texas 76102 SID R. BASS

/s/ William P. Hallman, Jr.
William P. Hallman, Jr., Attorney-in-Fact (3)

Explanation of Responses:

(1)  Effective November 1, 2002, BBT Fund, L.P. exchanged $9,500,000 in principal amount of the Issuer's 4.25% convertible notes due 11/01/02 for $9,500,000 in principal amount of the Issuer's 7% convertible notes due 11/01/05, pursuant to a restructuring proposal from the Issuer.

(2)  Sid R. Bass ("SRB") is the President and sole shareholder of BBT-FW, Inc., a Delaware corporation ("BBT-FW"), which is the general partner of BBT Genpar, L.P., a Delaware limited partnership ("Genpar"), which is the managing general partner of BBT Fund, L.P., a Cayman Islands exempted limited partnership ("BBT Fund"), which is the direct beneficial owner of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of SRB, BBT-FW, and Genpar is deemed to be the beneficial owner of the shares beneficially owned by BBT Fund only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account thereof. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that SRB, BBT-FW, or Genpar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by BBT Fund in excess of such amount.

(3)  A Power of Attorney authorizing William P. Hallman, Jr., to act on behalf of Sid R. Bass previously has been filed with the Securities and Exchange Commission.

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