United States
                   Securities and Exchange Commission
                         Washington, D.C.  20549



                                FORM 10-Q



            Quarterly report pursuant to section 13 or 15(d) of
                   the securities exchange act of 1934


For the Quarterly Period Ended November 27, 1998  Commission File No. 0-12867

                                   or

            Transition report pursuant to section 13 or 15(d) of
                   the securities exchange act of 1934

           For the transition period from                to  

                               ____________  

                             3Com Corporation
          (Exact name of registrant as specified in its charter)

                   Delaware                          94-2605794
         (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)           Identification No.)

             5400 Bayfront Plaza                       95052
           Santa Clara, California                   (Zip Code)
    (Address of principal executive offices)


Registrant's telephone number, including area code (408) 326-5000

Former name, former address and former fiscal year, if changed since last
report:  N/A

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 ....XX....          No ..........

As of December 25, 1998, 358,764,498 shares of the Registrant's Common Stock
were outstanding.






                             3Com Corporation

                             Table of Contents


PART I.    FINANCIAL INFORMATION

Item 1.      Financial Statements

               Condensed Consolidated Statements of Operations
               Three and Six Months Ended November 27, 1998 and 
               November 30, 1997       

               Condensed Consolidated Balance Sheets
               November 27, 1998 and May 31, 1998

               Condensed Consolidated Statements of Cash Flows
               Six Months Ended November 27, 1998 and November 30, 1997    

               Notes to Condensed Consolidated Financial Statements
       
Item 2.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations      

Item 3.      Quantitative and Qualitative Disclosures About Market Risk     

	
PART II.   OTHER INFORMATION

Item 1.      Legal Proceedings       

Item 2.      Changes in Securities   

Item 3.      Defaults Upon Senior Securities and Use of Proceeds        

Item 4.      Submission of Matters to a Vote of Security Holders

Item 5.      Other Information      

Item 6.      Exhibits and Reports on Form 8-K       


Signatures             




3Com, AccessBuilder, Graffiti, Palm Computing and U.S. Robotics are
registered trademarks of 3Com Corporation or its subsidiaries.  Palm III
and x2 are trademarks of 3Com Corporation or its subsidiaries. 






PART I.    FINANCIAL INFORMATION

Item 1.      Financial Statements

                               3Com Corporation
                Condensed Consolidated Statements of Operations
                     (In thousands, except per share data)
                                  (Unaudited)

                       Three Months Ended            Six Months Ended
                    --------------------------  --------------------------
                    November 27,  November 30,  November 27,  November 30,  
                       1998          1997          1998          1997 
                       ----          ----          ----          ----           
Sales               $1,540,537    $1,197,189    $2,946,048    $2,794,705

Cost of sales          817,503       645,344     1,593,278     1,476,773
                    ----------    ----------    ----------    ----------

Gross margin           723,034       551,845     1,352,770     1,317,932
                    ----------    ----------    ----------    ----------

Operating expenses:
  Sales and marketing  321,693       338,334       625,271       640,712
  Research and
    development        157,758       144,978       306,592       287,776
  General and
    administrative      64,588        71,265       123,994       134,130
  Merger-related
    charges (credits)
    and other              638        (1,229)       (9,580)      268,558
                    ----------    ----------    ----------    ----------
  Total operating
    expenses           544,677       553,348     1,046,277     1,331,176
                    ----------    ----------    ----------    ----------

Operating income
  (loss)               178,357        (1,503)      306,493       (13,244)
Interest and other
  income, net           12,274         7,637        21,919        10,598
                    ----------    ----------    ----------    ----------

Income (loss) before
  income taxes         190,631         6,134       328,412        (2,646)
Income tax provision    57,718         2,113       101,808        44,566
                    ----------    ----------    ----------    ----------

Net income (loss)   $  132,913    $    4,021    $  226,604    $  (47,212)
                    ==========    ==========    ==========    ==========
                

Net income (loss) per share:
    Basic           $     0.37    $     0.01    $     0.63    $    (0.14)
    Diluted         $     0.36    $     0.01    $     0.62    $    (0.14)

Shares used in computing per share amounts:				
	
    Basic              358,302       350,600       358,418       346,159 
    Diluted            368,207       365,085       367,316       346,159

					

See Notes to Condensed Consolidated Financial Statements.






                             3Com Corporation
                   Condensed Consolidated Balance Sheets
                     (In thousands, except par value)


                                   November 27,    May 31,
                                      1998          1998
                                   ------------    -------
                                   (Unaudited) 
ASSETS
Current assets:
  Cash and equivalents            $  607,106    $  528,981
  Short-term investments             743,749       547,097
  Accounts receivable, net         1,117,449       849,640
  Inventories, net                   443,488       644,771
  Deferred income taxes              368,772       430,182
  Other                               93,060       134,001
                                  ----------    ----------
    Total current assets           3,373,624     3,134,672

Property and equipment, net          839,945       858,779
Deposits and other assets            102,812        87,069
                                  ----------    ----------
    Total assets                  $4,316,381    $4,080,520
                                  ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                $  383,611    $  332,992
  Accrued liabilities and other      677,218       673,311
  Income taxes payable               196,093       177,612
                                  ----------    ----------
    Total current liabilities      1,256,922     1,183,915

Long-term debt                        24,000        35,878
Deferred income taxes and other
    long-term obligations             58,365        53,232

Stockholders' equity:
  Preferred stock, no par value,
    10,000 shares authorized;
    none outstanding                      -             -
  Common stock, $.01 par value,
    990,000 shares authorized;
    shares issued:  November 27,
    1998, 359,129; May 31, 1998,
    358,870                        1,754,399     1,730,676
  Treasury stock at cost: 912
    shares at November 27, 1998
    and none at May 31, 1998         (31,650)           -
  Unamortized restricted stock
    grants                            (6,168)       (4,157)
  Retained earnings                1,260,722     1,079,775
  Unrealized gain on investments,
    net                                1,710           827
  Accumulated translation
    adjustments                       (1,919)          374
                                  ----------    ----------
      Total stockholders' equity   2,977,094     2,807,495
                                  ----------    ----------

      Total liabilities and
        stockholders' equity      $4,316,381    $4,080,520
                                  ==========    ==========

See Notes to Condensed Consolidated Financial Statements.






                             3Com Corporation
            Condensed Consolidated Statements of Cash Flows
                              (In thousands)
                                (Unaudited)

                                                Six Months Ended
                                          ---------------------------
                                          November 27,   November 30,
                                              1998           1997
                                              ----           ----

Cash flows from operating activities:
  Net income (loss)                       $  226,604     $  (47,212)
  Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
    Depreciation and amortization            131,836        128,201 
    Deferred income taxes                     60,830        (81,971) 
    Adjustment to conform fiscal year of
      pooled entity-U.S. Robotics                 -          15,052
    Merger-related charges (credits)
      and other                               (9,580)       268,558
    Changes in assets and liabilities,
      net of effects of acquisitions:
        Accounts receivable                 (267,809)        87,679
        Inventories                          198,770       (173,432)
        Other current assets                  38,592        (22,010)
        Accounts payable                      50,619         19,281   
        Accrued liabilities and other         11,429        145,227
        Income taxes payable                  37,568         54,572
                                          ----------     ----------

Net cash provided by operating
  activities                                 478,859        393,945
                                          ----------     ----------

Cash flows from investing activities:
  Purchase of short-term investments        (318,999)      (269,631) 
  Proceeds from short-term investments       120,538        209,603
  Purchase of property and equipment        (118,201)      (211,222)
  Proceeds from the sale of property and
    equipment                                 14,746             -    
  Business acquired in purchase transaction   (6,258)            -   
  Other, net                                  (2,402)       (25,418)
                                          ----------     ----------

Net cash used for investing activities      (310,576)      (296,668)
                                          ----------     ----------

Cash flows from financing activities:
  Issuance of common stock                    53,147        234,110
  Repurchase of common stock                (130,398)            -    
  Repayments of short-term debt, notes
    payable and capital lease obligations         -        (168,066) 
  Repayments of long-term borrowings         (12,000)       (12,397)
  Net proceeds from issuance of debt              -          33,300
  Other, net                                    (907)         4,287
                                          ----------     ----------
Net cash (used for) provided by financing
  activities                                 (90,158)        91,234
                                          ----------     ----------

Increase in cash and equivalents              78,125        188,511
Cash and equivalents, beginning of period    528,981        351,237
                                          ----------     ----------

Cash and equivalents, end of period       $  607,106     $  539,748
                                          ==========     ==========


See Notes to Condensed Consolidated Financial Statements.






                               3Com Corporation
             Notes to Condensed Consolidated Financial Statements
                                 (Unaudited)

1. Basis of Presentation

The unaudited condensed consolidated financial 
statements have been prepared by 3Com Corporation (the 
Company) and include the accounts of the Company and its 
wholly-owned subsidiaries.  All significant intercompany 
balances and transactions have been eliminated.  In the 
opinion of management, these unaudited condensed 
consolidated financial statements include all adjustments 
necessary for a fair presentation of the Company's 
financial position as of November 27, 1998, and the 
results of operations for the three and six months ended 
November 27, 1998 and November 30, 1997 and cash flows 
for the six months ended November 27, 1998 and November 
30, 1997.

On June 1, 1998, the Company adopted a 52-53 week 
fiscal year ending on the Friday nearest to May 31, which 
for fiscal 1999 will be May 28, 1999.  Previously, the 
Company operated on a 52-53 week fiscal year ending on 
the Sunday nearest to May 31.  This change did not have a 
significant effect on the Company's condensed 
consolidated financial statements for the three and six 
months ended November 27, 1998 as compared to the three 
and six months ended November 30, 1997.  The results of 
operations for the three and six months ended November 
27, 1998 may not necessarily be indicative of the results 
to be expected for the fiscal year ending May 28, 1999.  
These condensed consolidated financial statements should 
be read in conjunction with the consolidated financial 
statements and related notes thereto included in the 
Company's Annual Report on Form 10-K for the fiscal year 
ended May 31, 1998.

2. U.S. Robotics Merger-Related Charges (Credits) and Other

On June 12, 1997, the Company completed the merger with 
U.S. Robotics Corporation (U.S. Robotics), the leading 
supplier of products and systems for accessing 
information across the wide area network (WAN), including 
modems and remote access products.  This merger was 
accounted for as a pooling-of-interests.  The Company 
issued approximately 158 million shares of its common 
stock in exchange for all outstanding common stock of 
U.S. Robotics.  The Company also assumed all options to 
purchase U.S. Robotics' stock, which were converted into 
options to purchase approximately 31 million shares of 
the Company's common stock, pursuant to the terms of the 
merger.  

In connection with this merger, through November 27, 
1998, the Company has recorded aggregate merger-related 
charges of $253.8 million, which included approximately 
$210.0 million of integration expenses and $43.8 million 
of direct transaction costs (consisting primarily of 
investment banking and other professional fees).  
Integration expenses included:

- $49.3 million related to the closure and elimination 
of owned and leased facilities, primarily duplicate 
corporate headquarters, distribution sites and sales 
offices;
- $57.6 million for severance and outplacement costs 
related to the merger, including amounts related to 
termination benefits associated with employment 
agreements.  Employee groups impacted by the merger 
included personnel involved in duplicate corporate 
services, manufacturing and logistics, product 
organizations and sales;
- $38.1 million associated with certain long-term 
assets, primarily including duplicate finance, 
manufacturing, human resource and other management 
information systems, and capitalized purchased research 
and development costs related to a discontinued 
product; and
- $65.0 million primarily associated with the 
elimination and phase-out of duplicate wide area 
networking products (i.e., 3Com's AccessBuilder(registered
trademark) 2000, 4000, 5000 and 8000 products and U.S.
Robotics(registered trademark) TOTALswitch, ATM switch,
LANLinker and related small office, home office products),
and the discontinuance of U.S. Robotics' telephony products.
The charge primarily included inventory write-offs, costs
related to return of discontinued products, and noncancelable 
purchase commitments.

During the second quarter of fiscal 1999, the 
Company recorded approximately $3.8 million of merger 
charges primarily related to an increase in the estimates 
for remaining charges associated with duplicate 
facilities which were included in merger-related charges 
(credits) and other. 

The remaining U.S. Robotics merger-related accrual at November 27, 
1998 was approximately $25.3 million.  Total expected 
cash expenditures relating to the U.S. Robotics merger 
charge are estimated to be approximately $116 million, of 
which approximately $104 million was disbursed prior to 
November 27, 1998. Benefits paid to approximately 900 
employees terminated through November 27, 1998 were 
approximately $57 million.  Substantially all benefits 
have been paid.

Other charges (credits) includes a $4.2 million net 
gain on the sale of land, which had previously been 
deferred pending resolution of certain contingencies that 
were resolved during the quarter.  Also included in other 
charges (credits) was a charge of $1.0 million related to 
a manufacturing plant in Chicago that was closed in the 
fourth quarter of fiscal 1998.  The charge reflects a 
change in the estimated net realizable value of the 
plant, reflecting current market conditions.

3. Business Combinations

During the second quarter of fiscal 1999, the 
Company acquired EuPhonics, Inc. (EuPhonics), a leading 
developer of DSP-based audio software that drives 
integrated circuits, sound cards, consumer electronics, 
and other hardware.  The transaction, valued at $8.3 
million, included cash for the outstanding shares, 
assumption of EuPhonics employee stock options, and 
direct transaction costs, and was accounted for as a 
purchase.  The charge for purchased in-process technology 
associated with the acquisition was not material, and was 
included in research and development expenses in the 
second quarter of fiscal 1999.

4. Comprehensive Income

On June 1, 1998, the Company adopted Statement of 
Financial Accounting Standards (SFAS) No. 130, "Reporting 
Comprehensive Income," which requires that an enterprise 
report, by major components and as a single total, the 
change in net assets during the period from non-owner 
sources.  The reconciliation of net income (loss) to 
comprehensive income (loss) is as follows (in thousands):

                           Three Months Ended         Six Months Ended
                        ------------------------- -------------------------
                        November 27, November 30, November 27, November 30, 
                            1998         1997         1998        1997
                            ----         ----         ----        ----

Net income (loss)       $  132,913   $    4,021   $  226,604   $  (47,212)

Other comprehensive
  gain (loss):
Unrealized gain (loss)
  on investments, net         (213)      (1,868)         883       (1,784)
Accumulated translation
  adjustments                5,801       (2,675)      (2,293)         794
                        ----------   ----------   ----------   ----------
Total comprehensive
  income (loss)         $  138,501   $     (522)  $  225,194   $  (48,202)
                        ==========   ==========   ==========   ==========
		
5.  Net Income (Loss) Per Share

The following table presents the calculation of basic and 
diluted earnings per share (in thousands, except per 
share data):

                           Three Months Ended         Six Months Ended
                        ------------------------- -------------------------
                        November 27, November 30, November 27, November 30, 
                           1998         1997         1998         1997
                           ----         ----         ----         ----

Net income (loss)       $  132,913   $    4,021   $  226,604   $  (47,212)
                        ==========   ==========   ==========   ==========
Weighted average
  shares-Basic             358,302      350,600      358,418      346,159
Effect of dilutive
    securities:                                       
  Employee stock options     9,721       14,246        8,696           -
  Restricted stock             184          239          202           -
                        ----------   ----------   ----------   ----------
Weighted average shares-
  Diluted                  368,207      365,085      367,316      346,159
                        ==========   ==========   ==========   ==========

Net income (loss) per
    share-Basic         $     0.37   $     0.01   $     0.63   $    (0.14)
Net income (loss) per
    share-Diluted       $     0.36   $     0.01   $     0.62   $    (0.14)

6.	Inventories

Inventories, net consisted of (in thousands):

                        November 27,    May 31,
                            1998         1998
                            ----         ----

Finished goods          $  291,732   $  457,726
Work-in-process             53,961       51,510
Raw materials               97,795      135,535
                        ----------   ----------

  Total                 $  443,488   $  644,771
                        ==========   ==========

7.  Litigation

The Company is a party to lawsuits in the normal 
course of its business.  The Company notes that (i) 
litigation in general, and intellectual property and 
securities litigation in particular, can be expensive and 
disruptive to normal business operations and (ii) the 
results of complex legal proceedings can be very 
difficult to predict with any certainty.  The Company 
believes that it has defenses in each of the cases set 
forth below and is vigorously contesting each of these 
matters.  An unfavorable resolution of one or more of the 
following lawsuits could have a material adverse affect 
on the business, results of operations or financial 
condition of the Company.

Securities Litigation
On March 24 and May 5, 1997, putative securities class 
action lawsuits, captioned Hirsch v. 3Com Corporation, et 
al., Civil Action No. CV764977 (Hirsch), and Kravitz v. 
3Com Corporation, et al., Civil Action No. CV765962 
(Kravitz), respectively, were filed against the Company 
and certain of its officers and directors in the 
California Superior Court, Santa Clara County.  The 
complaints allege violations of Sections 25400 and 25500 
of the California Corporations Code and seek unspecified 
damages on behalf of a purported class of purchasers of 
3Com common stock during the period from September 24, 
1996 through February 10, 1997.  The actions are in 
discovery.  No trial date has been set.

On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., Civil 
Action No. C-98-00508CRB (Euredjian), was filed against 
3Com and several of its present and former officers and 
directors in United States District Court for the 
Northern District of California asserting the same class 
period and factual allegations as the Hirsch and Kravitz 
actions.  The complaint alleges violations of the federal 
securities laws, specifically Sections 10(b) and 20(a) of 
the Securities Exchange Act of 1934, and seeks 
unspecified damages.  The Company has filed a motion to 
dismiss the complaint.  

In December 1997, a putative securities class action, 
captioned Reiver v. 3Com Corporation, et al., Civil 
Action No. C-97-21083JW (Reiver), was filed in the United 
States District Court for the Northern District of 
California.  Several similar actions have been 
consolidated into this action, including Florida State 
Board of Administration and Teachers Retirement System of 
Louisiana v. 3Com Corporation, et al., Civil Action No. 
C-98-1355.  On August 17, 1998, plaintiffs filed a 
consolidated amended complaint which alleges violations 
of the federal securities laws, specifically Sections 
10(b) and 20(a) of the Securities and Exchange Act of 
1934, and which seeks unspecified damages on behalf of a 
purported class of purchasers of 3Com common stock during 
the period from April 23, 1997 through November 5, 1997.  
The Company has filed a motion to dismiss the complaint. 

In October 1998, a putative securities class action 
lawsuit, captioned Adler v. 3Com Corporation, et al., 
Civil Action No. CV777368 (Adler), was filed against the 
Company and certain of its officers and directors in the 
California Superior Court, Santa Clara County, asserting 
the same class period and factual allegations as the 
Reiver action.  The complaint alleges violations of 
Sections 25400 and 25500 of the California Corporations 
Code and seeks unspecified damages.  The Company has not 
responded to the complaint.

In January 1998, two purported shareholder complaints 
relating to the Company's June 1997 merger with U.S. 
Robotics, captioned Stanley Grossman v. 3Com Corporation, 
et al., Civil Action No. CV771335, and Jason v. 3Com 
Corporation, et al., Civil Action No. CV771713, were 
filed in California Superior Court, Santa Clara County.  
The actions allege that 3Com, several of its officers and 
directors, and several former U.S. Robotics officers 
violated Sections 11 and 15 of the Securities Act of 1933 
by making alleged misrepresentations and omissions in a 
May 8, 1997 registration statement.  The complaints seek 
damages in an unspecified amount on behalf of a purported 
class of persons who received the Company's stock during 
the merger pursuant to the registration statement.  On 
September 25, 1998, the Delaware Chancery Court issued an 
injunction preventing plaintiffs from proceeding with 
these actions, finding that plaintiffs' claims are barred 
by a settlement in a prior action.   Plaintiffs have 
filed a motion seeking to set aside that settlement.  

In February 1998, a shareholder derivative action 
purportedly on behalf of the Company, captioned, 
Wasserman v. Benhamou, et al., Civil Action No. 16200-NC, 
was filed in Delaware Chancery Court.  The complaint 
alleges that the Company's directors breached their 
fiduciary duties to the Company by engaging in alleged 
wrongful conduct from mid-1996 through November 1997, 
including the conduct complained of in the securities 
litigation described above.  The Company is named solely 
as a nominal defendant, against whom the plaintiff seeks 
no recovery.  The Company and the individual defendants 
have filed a motion to dismiss the complaint. 

In October 1998, two shareholder derivative actions 
purportedly on behalf of the Company, captioned Shaev v. 
Barksdale, et al., Civil Action No. 16721-NC, and Blum v. 
Barksdale, et al., Civil Action No. 16733-NC, were filed 
in Delaware Chancery Court.  The complaints allege that 
the Company's directors breached their fiduciary duties 
to the Company through the issuance of and disclosures 
concerning stock options.  The Company is named solely as 
a nominal defendant, against whom the plaintiffs seek no 
recovery.  The Company and the individual defendants have 
filed a motion to dismiss. 

Intellectual Property Litigation
On April 28, 1997, Xerox Corporation filed suit against 
U.S. Robotics Corporation and U.S. Robotics Access Corp. 
in the United States District Court for the Western 
District of New York.  The case is now entitled: Xerox 
Corporation v. U.S. Robotics Corporation, U.S. Robotics 
Access Corp., Palm Computing, Inc. and 3Com Corporation, 
Civil Action No. 97-CV-6182T.  The complaint alleges 
willful infringement of a United States patent relating 
to computerized interpretation of handwriting.  The 
complaint further prays for unspecified damages and 
injunctive relief.  Xerox has asserted that Graffiti
(registered trademark) software and certain products of
Palm Computing, Inc. infringe the patent.  

Consumer Litigation
A putative consumer class action pending against the 
Company and U.S. Robotics in the California Superior 
Court, Marin County, Bendall, et al. v. U.S. Robotics 
Corporation, et al., Civil Action No. 170441, arising out 
of the purchase of x2(trademark) products and products
upgradeable to x2, was coordinated with a previously filed
individual action in the California Superior Court, San
Francisco County, Intervention Inc. v. U.S. Robotics
Corporation, Civil Action No. 984352.  Two putative consumer
class action lawsuits pending against the Company and U.S. 
Robotics in state court of Illinois arising out of the 
same facts as those alleged in the California cases are 
stayed, Lippman, et al. v. 3Com, Civil Action 
No. 97 CH 09773, and Michaels, et al. v. U.S. Robotics 
Access Corporation, et al., Civil Action No. 97 CH 14417.  
A class has not been certified, and discovery is under 
way. 

8.  Effects of Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board 
(FASB) issued SFAS 131, "Disclosures About Segments of an 
Enterprise and Related Information."  This Statement 
requires that financial information be reported on the 
basis used internally for evaluating segment performance 
and deciding how to allocate resources to segments.  SFAS 
131 will be effective for the Company's fiscal year ended 
May 28, 1999 and requires disclosure of historical 
information for comparative purposes.  Management of the 
Company is currently evaluating the effects of this 
Statement on its reporting of segment information. 

In June 1998, the FASB issued SFAS 133, "Accounting for 
Derivative Instruments and Hedging Activities."  This 
Statement requires companies to record derivatives on the 
balance sheet as assets or liabilities, measured at fair 
value.  Gains or losses resulting from changes in the 
values of those derivatives would be accounted for 
depending on the use of the derivative and whether it 
qualifies for hedge accounting.  SFAS 133 will be 
effective for the Company's fiscal year 2001. Management 
believes that this Statement will not have a significant 
impact on the Company.


                             3Com Corporation

Item 2.      Management's Discussion and Analysis of 
             Financial Condition and Results of Operations


Results of Operations

The following table sets forth, for the periods indicated, the 
percentage of total sales represented by the line items 
reflected in the Company's condensed consolidated statements 
of operations:

                            Three months ended         Six months ended
                         ------------------------- -------------------------
                         November 27, November 30, November 27, November 30,
                             1998         1997         1998         1997
                             ----         ----         ----         ----
									
Sales ..................... 100.0 %      100.0 %      100.0 %      100.0 %
Cost of sales .............  53.1         53.9         54.1         52.8
                             ----         ----         ----         ----
Gross margin ..............  46.9         46.1         45.9         47.2 
Operating expenses:                                                             
Sales and marketing .......  20.9         28.2         21.2         22.9 
Research and development ..  10.2         12.1         10.4         10.3 
General and administrative    4.2          6.0          4.2          4.8 
Merger-related charges
     (credits) and other ..   -           (0.1)        (0.3)         9.7
                             ----         ----         ----         ----
Total operating expenses ..  35.3         46.2         35.5         47.7
                             ----         ----         ----         ----
Operating income (loss) ...  11.6         (0.1)        10.4         (0.5)   
Interest and other income, 
  net......................   0.8          0.6          0.7          0.4
                             ----         ----         ----         ----
Income (loss) before
  income taxes.............  12.4          0.5         11.1         (0.1)
Income tax provision ......   3.8          0.2          3.4          1.6
                             ----         ----         ----         ----
Net income (loss) .........   8.6 %        0.3 %        7.7 %       (1.7)%
                             ====         ====         ====         ====
									
Excluding merger-related charges
  (credits) and other:
  Total operating expenses.  35.3 %       46.3 %       35.8 %       38.0 %
  Operating income (loss)..  11.6         (0.2)        10.1          9.1 
  Net income...............   8.7          0.3          7.5          6.2 

Sales
-----
Sales in the second quarter of fiscal 1999 totaled $1.54 
billion, an increase of $135.0 million or ten  percent from 
the first quarter of fiscal 1999, and an increase of $343.3 
million or 29 percent from the corresponding quarter a year 
ago.  Sales in the first six months of fiscal 1999 totaled 
$2.9 billion, an increase of $151.3 million or five percent 
compared to the first six months of fiscal 1998. 

Client Access.  Sales of client access products (e.g., modems, 
network interface cards (NICs) and a pro-rata allocation of 
handheld connected organizer products) in the second quarter 
of fiscal 1999 increased ten percent from the first quarter of 
fiscal 1999, and increased 33 percent from the same quarter a 
year ago. Sales of client access products in the second 
quarter of fiscal 1999 and the first quarter of fiscal 1999 
represented 52 percent and 51 percent of total sales, 
respectively, compared to 50 percent in the second quarter of 
fiscal 1998.  

Sales of client access products in the first six months of 
fiscal 1999 increased two percent from the first six months of 
fiscal 1998.  Sales of client access products in the first six 
months of fiscal 1999 represented 52 percent of total sales 
compared to 53 percent in the first six months of fiscal 1998.  
Excluding sales of handheld connected organizer products, 
sales for client access products declined three percent in the 
first six months of fiscal 1999 when compared to the first six 
months of fiscal 1998.

Systems.  Sales of network systems products (e.g., switches, 
routers, hubs, remote access concentrators and a pro-rata 
allocation of handheld connected organizer products) in the 
second  quarter of fiscal 1999 increased nine percent compared 
to the first quarter of fiscal 1999 and increased 25 percent 
compared to the same quarter a year ago.  Sales of network 
systems products in the second quarter of fiscal 1999 and 
first quarter of fiscal 1999 represented 48 percent and 49 
percent of total sales, respectively, compared to 50 percent 
in the second quarter of fiscal 1998. 

Sales of network systems products in the first six months of 
fiscal 1999 increased nine percent from the first six months 
of fiscal 1998.  Sales of network systems products in the 
first six months of fiscal 1999 represented 48 percent of 
total sales compared to 47 percent in the first six months of 
fiscal 1998.  Excluding sales of handheld connected organizer 
products, sales of network systems products increased four 
percent in the first six months of fiscal 1999 when compared 
to the first six months of fiscal 1998.

Geographic.  Sales in the U.S. represented 55 percent of total 
sales for the second quarter of fiscal 1999. U.S. sales 
increased four percent sequentially and increased 22 percent 
compared to the same period a year ago.  International sales 
increased 17 percent sequentially and 38 percent over the same 
period a year ago.

Sales in the U.S. represented 56 percent of total sales for 
the first six months of fiscal 1999.  U.S. sales increased five 
percent when compared to the first six months of fiscal 1998.  
International sales increased six percent when compared to the 
first six months of fiscal 1998.

Sales for the second quarter and the first six months of 
fiscal 1999 were affected by the following factors:

Industry Growth Rates.  Networking industry growth rates 
slowed in calendar year 1998.  Industry reports indicate 
that the networking industry worldwide grew by less than 20 
percent during 1997 and less than 15 percent during 1998.

Global Economic Turmoil. Historically, the Asia Pacific and 
Latin America regions have been high growth regions for the 
networking industry and the Company.  During the first quarter 
of fiscal 1999, the Asia Pacific and Latin America regions 
experienced a weakening of their local currencies and turmoil 
in their financial markets and institutions.  In the second 
quarter of fiscal 1999, sales in the Latin America and Asia 
Pacific regions improved sequentially.  However, sales in the 
Asia Pacific region decreased 14 percent during the first six 
months of fiscal 1999 compared to the first six months of 
fiscal 1998.  

Pricing and Competition.  Price decreases for networking 
products in the first half of fiscal 1999 were less than those 
experienced in previous periods.  However, the industry 
remains highly competitive, and therefore the Company believes 
that networking prices will be subject to further decreases at 
a high rate. 

Handheld Connected Organizers, NICs, Modems and Switching 
Products.  Sales of handheld connected organizer products in 
the second quarter and first six months of fiscal 1999 more 
than doubled compared to the same periods in the prior year.  
In addition, sales of handheld connected organizer products 
grew significantly from the first quarter of fiscal 1999.  The 
Company's workgroup switching and NIC products also 
experienced significant unit volume and sales growth in the 
second quarter and first six months of fiscal 1999 compared to 
the same periods in fiscal 1998, despite declines in average 
selling prices, primarily in workgroup switching products.  
Sales of modem products for the second quarter of fiscal 1999 
increased compared to the second quarter of fiscal 1998 and 
the first quarter of fiscal 1999, but decreased for the six 
months of fiscal 1999 compared with the same period a year 
ago.  

Seasonality. Sales in the second quarter of fiscal 1999 
increased ten percent compared to the first quarter of fiscal 
1999, due primarily to strength in international regions and 
consumer products.  The Company's sales are typically subject 
to seasonal patterns.  Historically, sales in the first 
quarter, which includes the summer months of June, July and 
August, have exhibited little or no growth sequentially, in 
part due to slower sales in the European region.  The second 
quarter of the fiscal year has historically been the strongest 
sales quarter due to seasonal strength in international 
regions.  Third quarter sales have historically had either 
sequentially lower sales, or only slightly increased sales 
from the prior quarter.  These historical patterns are likely 
to become more pronounced due to the increasing mix of 
consumer-related products, such as handheld connected 
organizers and modems, which tend to have strong growth in the 
second quarter and decline sequentially in the third quarter. 

Gross Margin
------------
Gross margin as a percentage of sales was 46.9 percent in the 
second quarter of fiscal 1999, compared to 44.8 percent in the 
first quarter of fiscal 1999 and 46.1 percent in the second 
quarter of fiscal 1998.  The gross margin improvement from the 
first quarter of fiscal 1999 reflected a relatively stable 
pricing environment and continued improvement in the Company's 
inventory levels and turns.  The gross margin increase from the 
same quarter a year ago is primarily due to a significant increase 
in unit volume in workgroup switching and NICs with little change 
in average selling prices for NICs.  Gross margin as a percentage of 
sales was 45.9 percent in the first six months of fiscal 1999, 
compared to 47.2 percent in the first six months of fiscal 
1998.

Operating Expenses
------------------
Operating expenses in the second quarter of fiscal 1999 were 
$544.7 million, or 35.3 percent of sales, compared to $501.6 
million, or 35.7 percent of sales in the first quarter of 
fiscal 1999 and $553.3 million, or 46.2 percent of sales in 
the second quarter of fiscal 1998.  Excluding the net pre-tax 
merger-related charges (credits) and other, operating expenses 
for the second quarter of fiscal 1999 were $544.0 million, or 
35.3 percent of sales, compared to $511.8 million, or 36.4 
percent of sales for the first quarter and $554.6 million, or 
46.3 percent of sales in the second quarter of fiscal 1998.  

Operating expenses for the first six months of fiscal 1999 
were $1.0 billion, or 35.5 percent of sales, compared to $1.3 
billion, or 47.7 percent in the first six months of fiscal 
1998.  Excluding the net pre-tax merger-related charges 
(credits) and other, operating expenses for the first six 
months of fiscal 1999 were $1.1 billion, or 35.8 percent of 
sales compared to $1.1 billion, or 38.0 percent of sales for 
the first six months of fiscal 1998.  

Sales and Marketing.  Sales and marketing expenses in the 
second quarter of fiscal 1999 increased $18.1 million or six 
percent from the first quarter of fiscal 1999 and decreased as 
a percentage of sales to 20.9 percent in the second quarter of 
fiscal 1999, from 21.6 percent in the first quarter of fiscal 
1999.  The sequential increase in absolute dollars in sales 
and marketing expenses was related, in part, to higher 
spending on handheld connected organizer products and customer 
service consistent with sales growth, and increased holiday 
advertising costs associated with modem products and handheld 
connected organizer products.  Sales and marketing expenses in 
the second quarter of fiscal 1999 decreased $16.6 million or 
five percent from the second quarter a year ago and decreased 
as a percentage of sales to 20.9 percent in the second quarter 
of fiscal 1999, from 28.2 percent in the second quarter of 
fiscal 1998.  The decrease was primarily a result of a 
significant marketing promotion and higher product advertising 
on certain modem products that occurred in the second quarter 
of fiscal 1998.  In addition, the Company reduced its 
worldwide sales spending as it worked to combine the 3Com and 
U.S. Robotics sales forces.  Partially offsetting the 
decreased sales and marketing expenses in the second quarter 
of fiscal 1999 compared to the second quarter of fiscal 1998 
were increases in handheld connected organizer sales and 
marketing costs as well as global customer support costs.  
Sales and marketing expenses for the first six months of 
fiscal 1999 decreased $15.4 million compared to the first six 
months of fiscal 1998.

Research and Development.  Research and development expenses 
in the second quarter of fiscal 1999 increased $8.9 million, 
or six percent when compared to the first quarter of fiscal 
1999 and decreased to 10.2 percent of sales in the second quarter 
of fiscal 1999 from 10.6 percent of sales in the first quarter of 
fiscal 1999.  Research and development expenses increased $12.8 
million or nine percent from the year-ago period, and decreased to 
10.2 percent of total sales in the second quarter of fiscal 1999, 
compared to 12.1 percent in the second quarter of fiscal 1998.  The 
decrease as a percentage of sales both sequentially and year-
over-year was a result of research and development spending 
growing slower than sales.  Research and development expenses 
for the first six months of fiscal 1999 increased $18.8 
million compared to the first six months of fiscal 1998, but 
as a percentage of sales, remained relatively flat. 

General and Administrative.  General and administrative 
expenses in the second quarter of fiscal 1999 increased $5.2 
million or nine percent from the first quarter of fiscal 1999 
but remained flat as a percentage of sales at 4.2 percent.  
General and administrative expenses in the second quarter of 
fiscal 1999 decreased $6.7 million or nine percent from the 
same period a year ago, and decreased to 4.2 percent of total 
sales in the second quarter of fiscal 1999, compared to 6.0 
percent in the second quarter of fiscal 1998.  The decrease in 
dollars and as a percentage of sales in the second quarter of 
fiscal 1999 compared to the second quarter of fiscal 1998 
resulted from lower spending in corporate administration expenses, 
reflecting elimination of duplicate infrastructure resulting from 
the merger with U.S. Robotics.  This decrease was partially offset 
by an increase in provisions for bad debt.  General and 
administrative expenses for the first six months of fiscal 
1999 decreased $10.1 million compared to the first six months 
of fiscal 1998. 

Merger-Related Charges (Credits) and Other.  During the second 
quarter of fiscal 1999, the Company recorded a charge of 
approximately $0.6 million.  This charge represented $4.8 
million of expenses primarily related to the U.S. Robotics 
merger, net of a $4.2 million gain on the sale of land, which 
had previously been deferred pending resolution of certain 
contingencies that were resolved during the quarter.  The $4.8 
million charge was primarily due to revisions in the estimated 
sales prices for duplicate facilities, reflecting current 
market conditions.  During the first quarter of fiscal 1999, 
the Company reversed approximately $10.2 million of previously 
recorded merger charges related to reductions in estimates for 
remaining charges associated with duplicate facilities and 
employee termination benefits.  During the second quarter of 
fiscal 1998, merger-related charges associated with the merger 
with U.S. Robotics were a net credit of $1.2 million.  The net 
credit of $1.2 million consisted of a $15.4 million reduction 
in previously recorded merger-related costs, primarily due to 
a reduction in the estimate of costs associated with duplicate 
facilities, which was partially offset by $14.2 million of 
product swap-out costs incurred during the quarter.

Interest and Other Income, Net
------------------------------
Interest and other income, net in the second quarter of fiscal 
1999 increased $2.6 million compared to the first quarter of 
fiscal 1999 primarily due to increased interest income as a 
result of higher cash and investment balances.  Interest and 
other income, net in the second quarter of fiscal 1999 
increased $4.6 million compared to the second quarter of 
fiscal 1998, primarily due to reduced interest expense due to 
lower debt balances and increased interest income due to 
higher cash and investment balances.  Interest and other 
income, net increased $11.3 million in the first six months of 
fiscal 1999 compared to the first six months of fiscal 1998.  
This increase was attributable to reduced interest expense, 
increased interest income, and improved foreign currency 
results.  The majority of the Company's sales are denominated 
in U.S. Dollars.  Where available, the Company enters into 
foreign exchange forward contracts to hedge significant 
balance sheet exposures and intercompany balances against 
future movements in foreign exchange rates. 

Income Tax Provision
--------------------
The Company's effective income tax rate was 30.3 percent in 
the second quarter of fiscal 1999 compared to 32.0 percent in 
the first quarter of fiscal 1999 and 34.4 percent in the 
second quarter of fiscal 1998.  The decrease in the tax rate 
from the first quarter of fiscal 1999 was attributable to the 
Tax and Trade Relief Extension Act of 1998 which retroactively 
extended the research and development tax credit.  The 
decrease in the tax rate from the second quarter of fiscal 
1998 relates to increased offshore manufacturing in countries 
with tax rates significantly below the U.S. statutory rate.  
The effective tax rate for the first six months of fiscal 1999 
was 31.0 percent.  The Company recorded a tax provision of 
$101.8 million for the first six months of fiscal 1999 
compared to $44.6 million for the first six months of fiscal 
1998.  The provision in the first six months of 1998 reflected 
the non-deductibility of certain costs associated with the 
U.S. Robotics merger.  Excluding these costs, the pro forma 
effective income tax rate was 35.0 percent for the first six 
months of fiscal 1998. 

Net Income (Loss) and Net Income (Loss) Per Share
-------------------------------------------------
Net income for the second quarter of fiscal 1999 was $132.9 
million, or $0.36 per share, compared to net income of $93.7 
million, or $0.26 per share for the first quarter of fiscal 
1999 and net income of $4.0 million, or $0.01 per share, for 
the second quarter of fiscal 1998.  Excluding the net pre-tax 
merger-related charges (credits) and other, net income was 
$133.4 million, or $0.36 per share for the second quarter of 
fiscal 1999 compared to $86.7 million, or $0.24 per share for 
the first quarter of fiscal 1999 and $3.2 million, or $0.01 
per share for the second quarter of fiscal 1998.  

Net income for the first six months of fiscal 1999 was $226.6 
million, or $0.62 per share compared to a net loss of $47.2 
million, or ($0.14) per share for the first six months of 
fiscal 1998.  Excluding the net pre-tax merger-related charges 
(credits) and other, net income was $220.1 million, or $0.60 
per share for the first six months of fiscal 1999 compared to 
$172.8 million, or $0.48 per share for the first six months of 
fiscal 1998.

Business Environment and Industry Trends 

The forward-looking statements of 3Com Corporation, including 
those in this report on Form 10-Q, are subject to risks and 
uncertainties.  Some of the factors that could cause future 
results to materially differ from the Company's recent results 
or those projected in the forward-looking statements include, 
but are not limited to, the factors set forth below.

Industry Growth Rates.  The Company's success is dependent, in 
part, on the overall growth rate of the networking industry.  
In 1997 and 1998, industry growth was below historical rates.  
Industry reports indicate that the networking industry 
worldwide grew by less than 20 percent during calendar year 
1997 and less than 15 percent during calendar year 1998.  
There can be no assurance that the networking industry will 
continue to grow or that it will achieve higher growth rates.  
The Company's business, operating results or financial 
condition may be adversely affected by any further decrease in 
industry growth rates.  In addition, there can be no assurance 
that the Company's results in any particular period will fall 
within the ranges for growth forecast by market researchers. 
 
Industry Consolidation and Strategic Relationships.  The 
networking industry continues to be in a period of significant 
consolidation.  For example, during calendar year 1998, the 
Company acquired Lanworks Technologies, Inc. and EuPhonics, 
Inc.; Lucent Technologies acquired nine companies; Cisco 
Systems acquired nine companies; and Northern Telecom acquired 
four companies, including Bay Networks.  The Company expects 
that networking industry consolidation will continue, 
including combinations between traditional telecommunications 
suppliers and networking companies.  Future business 
combinations may result in companies with strong competitive 
positions and products.  Continued consolidation may have a 
material adverse effect on the Company's operating results or 
financial condition. 

In addition to mergers and acquisitions, companies are 
continually entering into strategic relationships.  For 
example, in the second quarter of fiscal 1999, the Company 
announced strategic relationships with IBM, Hewlett-Packard 
and Toshiba America.  In December, the Company announced plans 
to form a joint venture with Siemens AG and expanded its 
relationship with Dell Computer.  If the Company experiences 
difficulties managing relationships with its partners or if 
the partners' projects are unsuccessful, there could be an 
adverse impact on the Company's results of operations or 
financial condition.

Competition and Pricing.  The Company participates in a highly 
volatile industry characterized by vigorous competition for 
market share, rapid product and technology development, 
uncertainty over adoption of industry standards and declining 
prices.  The Company's competition comes from start-up 
companies, well-capitalized computer systems and 
communications companies, and other technology companies.  
Many of the Company's current and potential competitors have 
greater financial, marketing and technical resources than the 
Company.  In addition, with the highly competitive nature of 
the Company's industry, new products are routinely introduced 
by competitors.  For example, in recent months several 
competitors have emerged in the handheld connected organizer 
market space with products based upon the Microsoft Windows CE 
platform.  The Company's business may be adversely impacted by 
the development by competitors of products and technologies 
that render certain of the Company's products obsolete or 
noncompetitive.  In particular, growth rates in the handheld 
connected organizer market may not be sustainable in the face 
of increasing competition.  

There can be no assurance that intense competition in the 
industry and particular actions of the Company's competitors 
will not have an adverse effect on the Company's business, 
operating results or financial condition.  In particular, the 
Company expects that prices on many of its products will 
continue to decrease in the future and that the pace and 
magnitude of such price decreases may have an adverse impact 
on the results of operations or financial condition of the 
Company.

Product Integration and Bundling.  Certain OEMs in the PC 
industry have, from time to time, chosen to integrate NICs and 
modem functions on the PC motherboard.  For example, the 
Company currently sells networking chipsets to Dell Computer 
that are integrated directly onto the PC motherboard of 
Dell's high-end Optiplex line of PCs.  In addition, the 
Company has become a primary supplier of networking products 
for Hewlett-Packard's full family of PCs.  Should the shift to 
product integration and bundling increase, the Company's 
ability to become and/or continue to be a supplier of the 
integrated components could impact future sales growth and 
profitability. 

Electronic Commerce and Electronic Data Interchange (EDI).  
Many vendors, distributors and resellers have been successful 
in the direct sale of products to customers who wish to order 
products on the Internet or through EDI.  These trends have 
enabled manufacturers to increase business volume and lower 
their cost structures.  There can be no assurance that the 
Company will successfully implement or continue to expand such 
systems in a timely manner, and a failure to do so could 
adversely affect results of operations or financial condition.  
In addition, as the industry and 3Com move to do more business 
over the Internet, it may become more difficult to sell product 
through the distributor channel, which could impact the Company's 
sales levels.  

International Markets.  The Company operates internationally 
and expects that international markets will continue to 
account for a significant percentage of the Company's sales.  
Many international markets are characterized by economic and 
political instability and currency fluctuations that can 
adversely affect the Company's operating results or financial 
condition.  

For example, during the first six months of fiscal 1999, the 
Company experienced lower sales in the Asia Pacific region 
compared to the first six months of fiscal 1998, due in large 
part to economic and political instability and currency 
fluctuations.  The instability in the Asian financial markets 
negatively impacted the Company's sales in those markets by, 
among other things, decreasing end-user purchases, increasing 
competition from local competitors, and reducing access to 
sources of capital needed by customers to make purchases.  In 
addition to reducing sales, difficulties in the Asia Pacific 
region subject the Company's resellers to financial hardships, 
which may increase the Company's credit risk as customers 
become insolvent or otherwise have their ability to meet 
obligations impaired.  There can be no assurance that other 
regions will not experience similar economic or political 
instability which would have an adverse effect on the 
Company's operating results or financial condition.  Significant
fluctuations in foreign currency could have an adverse impact
on the Company's sales, collection of accounts receivable, and/or
foreign currency exchange exposures.  

Euro-Currency.  The Single European Currency (Euro) was 
introduced on January 1, 1999 with complete transition to this 
new currency required by January 2002.  The Company has made 
and expects to continue to make changes to its internal 
systems in order to accommodate doing business in the Euro.  
The Company expects that introduction and use of the Euro will 
affect the Company's foreign exchange and hedging activities, 
and may result in increased fluctuations in foreign currency 
hedging results.  Any delays in the Company's ability to be 
Euro-compliant could have an adverse impact on the Company's 
results of operations or financial condition.  

Telecommunication Deregulation and Public Policy.  Significant 
changes in U.S. telecommunication regulations are anticipated 
in the near future, which could impact the rate of expansion 
of service providers' network infrastructures.  Future changes 
by regulatory agencies or application of new requirements 
could affect sales of the Company's products for certain 
classes of customers.  Additionally, the Company's products 
must comply with various Federal Communication Commission and 
local telecommunications requirements and regulations.  
Changes in regulations, or failure by the Company to obtain 
timely approval of products could have a material adverse 
effect on the Company's results of operations or financial 
condition.

Certain of the Company's products are subject to export 
controls, import controls and/or use restrictions under the 
laws of the United States and other countries.  For example, 
because of U.S. Government controls on the exportation of 
encryption products and technology, the Company is unable to 
freely export some of its products with the most powerful 
encryption technology.  The continuing evolution of export and 
import laws and regulations could negatively impact the 
Company's sales and also increase the Company's cost of 
selling its products.  In addition, there are currently few 
laws or regulations that apply directly to access or commerce 
on the Internet.  Changes in laws or regulations governing the 
Internet and Internet commerce could have a material adverse 
impact on the Company's operating results or financial 
condition.

Accounting For Business Combinations.  Recent actions and 
comments from the Securities and Exchange Commission have 
indicated they are reviewing the current valuation methodology 
for determining the amount of the accounting charge for 
purchased in-process technology acquired in a business 
combination.  There can be no assurance that the Commission 
will not seek to retroactively apply new guidance and change 
the amount of purchased in-process technology previously 
expensed by the Company.  This could result in the restatement 
of previously filed financial statements of the Company and 
could have a material impact on future financial results. 

Company-Specific Trends and Risks

Financial Model.  In managing its business, the Company 
periodically establishes a long-term financial model based on 
observed and anticipated trends in technology and the 
marketplace.  The model, which includes ranges for gross 
margin, operating expenses and operating income, is not 
intended to be a prediction of future financial results, 
rather, it is used to assist the Company's management in 
making decisions about the allocation of resources and 
investments.  During the second quarter of fiscal 1999, the 
Company revised the model.  As reflected below, the ranges for 
gross margin and operating expenses as a percentage of sales 
were increased and narrowed while the range for operating 
income as a percentage of sales was decreased and narrowed.  
Both the new and old models are as follows: 

                           New model         Old model
                           ---------         ---------
Gross margin            46.5  -  48.0%    45.5  -  47.5%
Operating expenses      30.0  -  31.5%    27.5  -  29.5%
Operating income        15.0  -  18.0%    16.0  -  20.0%

The change in gross margin reflects a stronger new product 
cycle as well as improvements in supply chain management.  The 
change in operating expenses reflects incremental investments 
that the Company intends to make in research and development 
and sales and marketing in certain emerging segments, such as 
LAN telephony, Voice over IP, handheld connected organizers, 
storage area networking, home networking, wireless 
connectivity, and broadband access.  The Company currently is 
not operating within some ranges of the model and does not 
expect to achieve performance within all of the ranges in 
fiscal 1999.  It will be difficult for the Company to make 
further progress toward these ranges in the third quarter of 
fiscal 1999, as the third quarter of the fiscal year has 
historically had either sequentially lower sales, or only 
slightly increased sales from the prior quarter.

Fluctuations in Quarterly Results.  The Company's operating 
results for any particular quarter are difficult to predict 
and may be subject to significant fluctuations.  These 
fluctuations can be caused by a wide variety of factors, 
including seasonality with respect to the volume and timing of 
orders (see Seasonality in Results of Operations), the 
introduction and acceptance of new products and technologies, 
price competition, general conditions and trends in the 
networking industry and technology sector, disruption in 
international markets, general economic conditions, and 
extraordinary events such as industry consolidation, 
acquisitions, or litigation.  In addition, as the portion of 
the Company's consumer-related business grows, for example 
with products such as the Palm III(trademark) handheld connected 
organizer, this seasonality will likely become more 
pronounced.  These factors, and accompanying fluctuations in 
periodic operating results, could have a significant adverse 
impact on the market price of the Company's common stock.

Ability to Satisfy Product Orders.  The timing and amount of 
the Company's sales are dependent on a number of factors that 
make estimating operating results prior to the end of any 
period uncertain.  For example, the Company does not typically 
maintain a significant backlog and, as a result, product sales 
in any quarter are dependent on orders booked and shipped in 
that quarter.  In addition, the Company's customers 
historically request fulfillment of orders in a short period 
of time, resulting in limited visibility to sales trends.  As 
a result, the Company's operating results depend on the volume 
and timing of orders and the Company's ability to fulfill the 
orders in a timely manner.  The Company's results of 
operations or financial condition would be adversely affected 
if incoming order rates decline, if ordered products are not 
readily available, or if the Company is not able to 
immediately fill orders.

Shipment Linearity.  In the last two quarters, the Company 
recorded approximately half of its sales in the last five 
weeks of the fiscal quarter.  This subjects the Company to 
risks such as unexpected disruptions in functions including 
manufacturing, order management, information systems and 
shipping.  Should the percentage of sales in the last five 
weeks of a quarter escalate further, or should a significant 
disruption in the Company's internal business functions occur, 
there could be an adverse affect on the Company's results of 
operations or financial condition.

Development and Introduction of New Products.  The Company is 
actively engaged in the research and development of new 
technologies and products.  The Company's success depends, in 
substantial part, on the identification of new market and 
product opportunities and the timely development and market 
acceptance of new products.  This includes the Company's next 
generation products under development in the areas of LAN 
telephony, Voice over IP, handheld connected organizers, 
storage area networking, home networking, wireless 
connectivity, and broadband access.  The Company's operating 
results or financial condition may be adversely affected by a 
change in one or more of the technologies affecting network 
communications, a change in market demand for products based 
on a particular technology, a failure to develop new products 
on a successful and timely basis, delays in manufacturing and 
shipment of new products, or technical problems with new 
products or critical components. 

The Company's success also depends, in part, on the timely 
adoption of industry standards, resolution of conflicting U.S. 
and international standards requirements created by the 
convergence of technology such as voice onto data networks, 
the timely introduction of new standards-compliant products, 
and market acceptance of these products.  Slow market 
acceptance of new technologies and industry standards could 
have an adverse impact on the Company's results of operations 
or financial condition.  

Product Warranties and International Homologation.  The 
Company's products are often covered by legal and contractual 
warranties, and the Company may be subject to contractual 
and/or legal commitments to perform under such warranties.  In 
addition, as the Company's products are sold and marketed in 
many countries, the Company's products are required to 
function in many different telecommunications environments and 
in connection with various telecommunications systems and 
products.  If circumstances arise such that certain of the 
Company's products fail to perform as intended and the Company 
is not successful in timely resolution of such product quality 
or performance issues, such failure could have a material 
adverse impact on the operating results or financial condition 
of the Company.  Likewise, failure to meet commitments related 
to installation of enterprise networks may subject the Company 
to claims for business disruption or consequential damages if 
a network cutover is not successfully or timely completed. 

Reliance on Distributors, Resellers and OEMs.  The Company 
sells a significant portion of its products to distributors, 
resellers and OEMs.  The Company's reliance on these channels 
subjects the Company to many risks, including inventory, 
credit and business concentration.  

The Company's distributors and resellers maintain significant 
levels of the Company's products in their inventories.  The 
Company attempts to ensure that appropriate levels of products 
are available to end users by working closely with 
distributors and resellers to manage inventory levels.  There 
can be no assurance that the Company will be successful in 
efforts to manage the inventory levels of its distributors and 
resellers or that the Company will be able to successfully 
operate its business within its desired channel inventory 
business model.  Any failure by the Company to do so could 
adversely affect the Company's operating results or financial 
condition. 

The distribution and reseller channels utilized by the Company 
have undergone a significant level of consolidation.  As a 
result, the Company has an increased concentration of credit 
risk.  While the Company monitors and attempts to manage this 
risk, financial difficulties on the part of one or more of the 
Company's distributors or resellers may have a material 
adverse effect on the Company's results of operations or 
financial condition.

The Company derives a significant portion of its sales from 
OEMs, including PC companies that bundle 3Com NICs and modems, 
and incorporate 3Com chipsets into their products.  As a 
result, the Company's future operating results are dependent, 
in part, on the Company's ability to establish, maintain and 
strengthen relationships with OEMs.  Because sales to OEMs are 
typically at lower prices and result in lower margins to the 
Company, the Company's sales and gross margins may be 
adversely impacted if OEMs become a larger percentage of the 
business. 

Reliance on Suppliers.  Some key components of the Company's 
products are currently available only from single or limited 
sources.  Likewise, certain services on which the Company 
relies are furnished from single or limited service providers.  
In addition, certain of the Company's suppliers are 
competitors of the Company.  While the Company has generally 
been able to obtain adequate supplies of components from 
existing sources, there can be no assurance that in the future 
the Company's suppliers will be able to meet the Company's 
demand for components in a timely and cost-effective manner.  
The Company's business, operating results, financial condition 
or customer relationships could be adversely affected by 
either an increase in prices for, or an interruption or 
reduction in supply of, key components, or a similar 
disruption in the availability of key services.

Commercial Commitments.  The Company sometimes enters into 
minimum or other non-cancelable purchase commitments.  Should 
sales volumes fluctuate significantly, the obligation to meet 
purchase commitments could adversely affect the Company's 
results of operations or financial condition. 

Intellectual Property Rights.  Many of the Company's 
competitors, in particular, the large, well established 
telecommunications and computer equipment manufacturers, have 
large intellectual property portfolios, including patents 
which may cover technologies that are relevant to the 
Company's business.  In addition, many smaller companies, 
universities and individual inventors are actively engaged in 
research and development and have obtained or applied for 
patents in areas of technology that may relate to the 
Company's business.  The industry is trending toward 
aggressive assertion, licensing and litigation of patents and 
other intellectual property rights.

In the course of its business, the Company frequently receives 
assertions of infringement and invitations to take licenses or 
otherwise becomes aware of potentially relevant patents or 
other intellectual property rights held by third parties.  For 
example, in recent periods, the Company has received a 
significant increase in assertions of infringement and 
invitations to take licenses.  The Company evaluates the 
validity and applicability of any such intellectual property 
rights and the merits of any such third party claims, and 
determines in each case whether it must negotiate licenses or 
cross-licenses to incorporate or use the subject proprietary 
technologies, protocols or specifications in the Company's 
products.  Any failure by the Company to obtain and maintain 
licenses, on favorable terms, for intellectual property rights 
required for the manufacture, sale and use of its products, 
particularly those which must comply with industry standard 
protocols and specifications to be commercially viable, could 
have a material adverse effect on the Company's business, 
results of operations or financial condition.

In connection with the enforcement of its own intellectual 
property rights or in connection with disputes relating to the 
validity or alleged infringement of third party rights, the 
Company may be subject to complex, protracted litigation.   
Intellectual property litigation is typically very costly and 
can be highly disruptive to business operations by diverting 
the attention and energies of management and key technical 
personnel.  Further, plaintiffs in intellectual property cases 
often seek injunctive relief and the measures of damages in 
intellectual property litigation are complex and often 
subjective or uncertain.   Thus, the existence of or any 
adverse determinations in such litigation could subject the 
Company to significant liabilities and costs, require the 
Company to seek licenses from others, prevent the Company from 
manufacturing or selling its products, or cause severe 
disruptions to the Company's operations or the markets in 
which it competes, any one of which could have a material 
adverse effect on the results of operations or financial 
condition of the Company.

Information Systems.  The Company is in the process of 
transitioning its manufacturing, distribution, order 
administration, and finance functions to the Company's primary 
transaction processing application systems.  As a result of 
such transitions, the Company may experience system 
disruptions, which may have an adverse effect on the results 
of operations or financial condition.  In particular, during 
the fourth quarter of fiscal 1999, the Company plans to 
convert a large number of U.S. and international locations to 
the Company's primary transaction processing systems.

In addition, the Company is dependent on its information 
systems and software to capture, process and store data.  
Should the Company experience technical difficulties with any 
of its critical information systems or software applications, 
there could be an adverse effect on the Company's results of 
operations or financial condition.

Key Personnel and Recruiting.  The success of the Company will 
depend to a significant extent upon a number of key employees 
and management.  The loss of the services of key employees 
could have a material adverse effect on the Company's 
business, operating results or financial condition. Recruiting 
and retaining skilled personnel, including engineers, is 
highly competitive.  If the Company cannot successfully 
recruit and retain skilled personnel, the Company's financial 
results may be adversely affected.  In addition, the Company 
must carefully manage the growth in employees commensurate 
with anticipated growth in the Company.  Should the Company's 
revenue growth or attrition levels vary significantly, there 
could be an adverse effect on results of operations or 
financial condition.

Year 2000 Readiness Disclosure 

As is true for most companies, the Year 2000 issue creates a 
risk for 3Com.  If systems do not correctly recognize date 
information when the year changes to 2000, there could be an 
adverse impact on the Company's operations.  The Year 2000 
issue not only impacts the Company at the end of the calendar 
year 1999, but also, in certain instances, the Company's 
fiscal year 2000, which begins on May 29, 1999.  The risk for 
3Com exists primarily in the following areas:  systems used by 
the Company to run its business including information systems, 
equipment and facilities; systems used by the Company's 
suppliers; potential warranty or other claims from 3Com 
customers; and the potential for reduced spending by other 
companies on networking solutions as a result of significant 
information systems spending on Year 2000 remediation.  The 
Company is continuing to evaluate and mitigate its exposure in 
these areas where appropriate.

State of Readiness and Risks.  The Company has identified four 
key exposure areas within the Company with respect to the Year 
2000 issue, namely:  key transaction processing applications, 
equipment and facilities, 3Com products, and key suppliers.  

Key transaction processing applications
---------------------------------------
Key transaction processing applications include those used to
run the Company's business, such as finance, manufacturing,
order processing and distribution.  The Company has completed
its evaluation of most of these applications for Year 2000 
compliance, and has begun remediation or replacement of 
systems, where necessary.  The Company expects to achieve 
fiscal year 2000 readiness by the end of May 1999, and to 
achieve calendar year 2000 readiness by the end of September 
1999.  In the event that implementation of replacement systems 
is delayed, or if significant new non-compliance issues are 
identified, the Company's ability to conduct its business or 
record transactions could be disrupted, which could adversely 
affect results of operations or financial condition.

Equipment and facilities
------------------------
The Company is in the process of evaluating Year 2000 compliance
of its equipment and facilities.  Critical equipment, such as
manufacturing equipment, has been identified, and the Company is
currently in the process of contacting the suppliers to ascertain
Year 2000 compliance.  The Company expects to achieve Year 2000 
readiness for critical equipment by the end of September 1999.  
In the event that identification of non-compliant equipment 
and any upgrade or replacement of equipment is delayed, the 
Company's design, production and shipping capabilities could 
be disrupted, which could adversely affect the Company's 
results of operations or financial condition.

The Company is assessing the Year 2000 readiness of its owned 
and leased facilities worldwide.  Priority is being placed on 
the 3Com owned facilities and other critical facilities that 
house large numbers of employees or significant operations.  
The Company expects to complete its assessment activities by 
March 1999 and expects to complete remediation efforts by 
September 1999.  The function of these facilities is critical 
to operations, and as such, any delays in achieving Year 2000 
compliance with respect to these facilities could adversely 
affect the Company's results of operations or financial 
condition.

Products
--------
The Company has conducted extensive evaluation of its currently
available and installed base of products.  The Company believes
that its current products are largely Year 2000 compliant.  There
can be no assurance that certain previous releases of the Company's
products will prove to be Year 2000 compliant with customers' systems
or within existing networks.  To assist customers in evaluating
Year 2000 readiness of 3Com's products, the Company has developed a
list that indicates the capability of its products.  The list is 
located on the Company's website (www.3Com.com) and is 
periodically updated as assessment of additional products is 
completed.  Certain of the Company's disclosures and 
announcements concerning its products and Year 2000 programs, 
including those in this report on Form 10-Q, are intended to 
constitute "Year 2000 Readiness Disclosures" as defined in the 
recently enacted Year 2000 Information and Readiness 
Disclosure Act.  The inability of any of the Company's 
products to operate properly in the year 2000 could result in 
increased warranty costs, customer satisfaction issues, 
litigation or other material costs and liabilities, which 
could adversely affect the Company's results of operations or 
financial condition.  

Key suppliers
-------------
The Company is currently in the process of contacting its critical
suppliers of products and services to determine that the suppliers'
operations and the products and services they provide are Year 2000
compliant. Follow-up efforts are underway to obtain feedback from
these suppliers. The Company believes that critical non-compliant
suppliers will be identified by the end of January 1999, and plans
to work with such suppliers for assessment, remediation and 
testing of Year 2000 compliance.  As needed, the Company will 
identify alternative sources of supply.  The Company expects 
to complete confirmation of supplier Year 2000 readiness by 
the end of September 1999.  If key suppliers fail to 
adequately address the Year 2000 issue for the products or 
services they provide to the Company, critical materials, 
products and services may not be delivered in a timely manner, 
which could adversely affect the Company's results of 
operations or financial condition.  

Contingency Plans. As the Company is still assessing its Year 
2000 compliance in all areas, contingency plans have not yet 
been determined.  As the assessments are completed, 
contingency plans will be developed as needed.  For example, 
contingency plans for production facilities could include 
shifting production and distribution to other Company 
facilities or engaging subcontractors.  

Costs to Address Year 2000 Issues.  Based on the Company's 
current assessments, it is expected that the total cost of 
these programs will range between $25 million and $35 million.  
Approximately $2 million has been spent on the programs to 
date.  All expected costs are based on the Company's current 
evaluation of the Year 2000 programs and are subject to change 
as the programs progress.  It is anticipated that the majority 
of the Year 2000 costs incurred will include consultant fees 
and internal hardware and software upgrades or replacements.  
The Company does not separately track the internal labor costs 
associated with the Year 2000 project unless it is an 
individual's primary focus.  These costs, including employee 
efforts involved in assessing the Company's Year 2000 
exposures, testing, and remediating non-compliant Year 2000 
systems, communicating with customers, and various other 
employee-related tasks, have not been included in the total 
estimated costs.  Any costs associated with potential Year 
2000 litigation exposure are not estimable and are not 
included in the total cost estimate above.

The majority of the Company's Year 2000 costs relate to the 
Company's key transaction processing applications and 
products.  The Company has adequate funds to pay for the 
expected costs of Year 2000 programs.  As of the end of the 
second quarter of fiscal 1999, no significant internal 
information technology projects have been deferred due to the 
Company's Year 2000 efforts.  

Future Sales Impact.  Year 2000 compliance is an issue for 
virtually all businesses whose computer systems and 
applications may require significant hardware and software 
upgrades or modifications.  Companies owning and operating 
such systems may plan to devote a substantial portion of their 
information systems' spending to fund such upgrades and 
modifications and divert spending away from networking 
solutions.  Such changes in customers' spending patterns could 
have a material adverse impact on the Company's sales, 
operating results or financial condition. 
 
Liquidity and Capital Resources

Cash and equivalents and short-term investments at November 
27, 1998 were $1.4 billion, an increase of $274.8 million from 
May 31, 1998.

For the six months ended November 27, 1998, net cash generated 
from operating activities was $478.9 million.  Accounts 
receivable at November 27, 1998 increased $267.8 million from 
May 31, 1998 to $1.1 billion.  Days sales outstanding in 
receivables increased to 65 days at November 27, 1998, 
compared to 56 days at May 31, 1998 primarily due to a higher 
concentration of sales in the third month of the quarter ended 
November 27, 1998, compared to the third month of the quarter 
ended May 31, 1998.  Inventory levels at November 27, 1998 
decreased $201.3 million, of which $166.0 million was finished 
goods, from the prior fiscal year-end to $443.5 million.  
Average inventory turnover was 6.9 turns for the quarter ended 
November 27, 1998, compared to 4.4 turns for the quarter ended 
May 31, 1998, primarily as a result of the decrease in 
inventory balances.

During the six months ended November 27, 1998, the Company 
made $118.2 million in capital expenditures.  Major capital 
expenditures included upgrades and expansion of the Company's 
facilities in the U.S. and purchases and upgrades of desktop 
systems and other equipment.  Additionally, in the first six 
months of fiscal 1999, the Company sold two facilities and 
equipment in the Chicago area for total net proceeds of $14.7 
million.  As of November 27, 1998, the Company had 
approximately $34.2 million in capital expenditure commitments 
outstanding, primarily associated with the consolidation of 
facilities in the Chicago area.  In addition, the Company has 
commitments related to operating lease arrangements in the 
U.S., under which the Company has an option to purchase the 
properties for an aggregate of $322.2 million, or arrange for 
the sale of the properties to a third party.  If the 
properties are sold to a third party at less than the option 
price, the Company retains an obligation for the difference, 
subject to certain provisions of the lease.

In June 1998, the Company's Board of Directors authorized the 
repurchase of up to 10 million shares of the Company's common 
stock.  Such purchases are made in the open market from time 
to time.  During the first six months of fiscal 1999, the 
Company repurchased 4.3 million shares of common stock at a 
total cost of $130.4 million.  During the first six months of 
fiscal 1999, the Company received net cash of $53.1 million 
from the sale of shares of its common stock to employees 
through its employee stock purchase and option plans.  

The Company has a $100 million revolving bank credit 
agreement, which expires December 20, 1999.  Payment of cash 
dividends are permitted under the credit agreement, subject to 
certain limitations based on net income levels of the Company.  
The Company has not paid and does not anticipate it will pay 
cash dividends on its common stock.  The credit agreement 
requires the Company to maintain specified financial 
covenants.  As of November 27, 1998, there were no outstanding 
borrowings under the credit agreement, and the Company was in 
compliance with all required covenants. 

During the first six months of fiscal 1999, the Company repaid 
$12.0 million of borrowings under the 7.52% Unsecured Senior 
Notes agreement.  As of November 27, 1998, $36.0 million of 
this debt remained outstanding, of which $12.0 million is 
classified as current, and is included in accrued liabilities 
and other.

The remaining U.S. Robotics merger-related accrual at November 
27, 1998 was approximately $25.3 million.  Total expected cash 
expenditures relating to the U.S. Robotics merger charge are 
estimated to be approximately $116 million, of which 
approximately $104 million was disbursed prior to November 27, 
1998.  Benefits paid to approximately 900 employees terminated 
through November 27, 1998 were approximately $57 million.    
Substantially all benefits have been paid.

During the first six months of fiscal 1999, the Company 
recorded a tax benefit on stock option transactions of $19.1 
million.  During the same period a year ago, the Company 
recorded a tax benefit on stock option transactions totaling 
$131.4 million.

Based on current plans and business conditions, the Company 
believes that its existing cash and equivalents, short-term 
investments, cash generated from operations and the available 
credit agreement will be sufficient to satisfy anticipated 
cash requirements for at least the next twelve months.

Effects of Recent Accounting Pronouncements

In June 1997, the FASB issued SFAS 131, "Disclosures About 
Segments of an Enterprise and Related Information."  This 
Statement requires that financial information be reported on 
the basis used internally for evaluating segment performance 
and deciding how to allocate resources to segments.  SFAS 131 
will be effective for the Company's fiscal year ended May 28, 
1999 and requires disclosure of historical information for 
comparative purposes.  Management of the Company is currently 
evaluating the effects of this Statement on its reporting of 
segment information. 

In June 1998, the FASB issued SFAS 133, "Accounting for 
Derivative Instruments and Hedging Activities."  This 
Statement requires companies to record derivatives on the 
balance sheet as assets or liabilities, measured at fair 
value.  Gains or losses resulting from changes in the values 
of those derivatives would be accounted for depending on the 
use of the derivative and whether it qualifies for hedge 
accounting.  SFAS 133 will be effective for the Company's 
fiscal year 2001. Management believes that this Statement will 
not have a significant impact on the Company.


Item 3.      Quantitative and Qualitative Disclosures About
             Market Risk

Reference is made to Part II, Item 7A, Quantitative and 
Qualitative Disclosures About Market Risk, in the Registrant's 
Annual Report on Form 10-K for the year ended May 31, 1998. 


PART II.   OTHER INFORMATION

Item 1.      Legal Proceedings

The Company is a party to lawsuits in the normal course of its 
business.  The Company notes that (i) litigation in general, 
and intellectual property and securities litigation in 
particular, can be expensive and disruptive to normal business 
operations and (ii) the results of complex legal proceedings 
can be very difficult to predict with any certainty.  The 
Company believes that it has defenses in each of the cases set 
forth below and is vigorously contesting each of these 
matters.  An unfavorable resolution of one or more of the 
following lawsuits could have a material adverse affect on the 
business, results of operations or financial condition of the 
Company.

Securities Litigation
On March 24 and May 5, 1997, putative securities class action 
lawsuits, captioned Hirsch v. 3Com Corporation, et al., Civil 
Action No. CV764977 (Hirsch), and Kravitz v. 3Com Corporation, 
et al., Civil Action No. CV765962 (Kravitz), respectively, 
were filed against the Company and certain of its officers and 
directors in the California Superior Court, Santa Clara 
County.  The complaints allege violations of Sections 25400 
and 25500 of the California Corporations Code and seek 
unspecified damages on behalf of a purported class of 
purchasers of 3Com common stock during the period from 
September 24, 1996 through February 10, 1997.  The actions are 
in discovery.  No trial date has been set.

On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., Civil Action 
No. C-98-00508CRB (Euredjian), was filed against 3Com and 
several of its present and former officers and directors in 
United States District Court for the Northern District of 
California asserting the same class period and factual 
allegations as the Hirsch and Kravitz actions.  The complaint 
alleges violations of the federal securities laws, 
specifically Sections 10(b) and 20(a) of the Securities 
Exchange Act of 1934, and seeks unspecified damages.  The 
Company has filed a motion to dismiss the complaint.  

In December 1997, a putative securities class action, 
captioned Reiver v. 3Com Corporation, et al., Civil Action No. 
C-97-21083JW (Reiver), was filed in the United States District 
Court for the Northern District of California.  Several 
similar actions have been consolidated into this action, 
including Florida State Board of Administration and Teachers 
Retirement System of Louisiana v. 3Com Corporation, et al., 
Civil Action No. C-98-1355.  On August 17, 1998, plaintiffs 
filed a consolidated amended complaint which alleges 
violations of the federal securities laws, specifically 
Sections 10(b) and 20(a) of the Securities and Exchange Act of 
1934, and which seeks unspecified damages on behalf of a 
purported class of purchasers of 3Com common stock during the 
period from April 23, 1997 through November 5, 1997.  The 
Company has filed a motion to dismiss the complaint. 

In October 1998, a putative securities class action lawsuit, 
captioned Adler v. 3Com Corporation, et al., Civil Action No. 
CV777368 (Adler), was filed against the Company and certain of 
its officers and directors in the California Superior Court, 
Santa Clara County, asserting the same class period and 
factual allegations as the Reiver action.  The complaint 
alleges violations of Sections 25400 and 25500 of the 
California Corporations Code and seeks unspecified damages.  
The Company has not responded to the complaint.

In January 1998, two purported shareholder complaints relating 
to the Company's June 1997 merger with U.S. Robotics, 
captioned Stanley Grossman v. 3Com Corporation, et al., Civil 
Action No. CV771335, and Jason v. 3Com Corporation, et al., 
Civil Action No. CV771713, were filed in California Superior 
Court, Santa Clara County.  The actions allege that 3Com, 
several of its officers and directors, and several former U.S. 
Robotics officers violated Sections 11 and 15 of the 
Securities Act of 1933 by making alleged misrepresentations 
and omissions in a May 8, 1997 registration statement.  The 
complaints seek damages in an unspecified amount on behalf of 
a purported class of persons who received the Company's stock 
during the merger pursuant to the registration statement.  On 
September 25, 1998, the Delaware Chancery Court issued an 
injunction preventing plaintiffs from proceeding with these 
actions, finding that plaintiffs' claims are barred by a 
settlement in a prior action.   Plaintiffs have filed a motion 
seeking to set aside that settlement.  

In February 1998, a shareholder derivative action purportedly 
on behalf of the Company, captioned, Wasserman v. Benhamou, et 
al., Civil Action No. 16200-NC, was filed in Delaware Chancery 
Court.  The complaint alleges that the Company's directors 
breached their fiduciary duties to the Company by engaging in 
alleged wrongful conduct from mid-1996 through November 1997, 
including the conduct complained of in the securities 
litigation described above.  The Company is named solely as a 
nominal defendant, against whom the plaintiff seeks no 
recovery.  The Company and the individual defendants have 
filed a motion to dismiss the complaint. 

In October 1998, two shareholder derivative actions 
purportedly on behalf of the Company, captioned Shaev v. 
Barksdale, et al., Civil Action No. 16721-NC, and Blum v. 
Barksdale, et al., Civil Action No. 16733-NC, were filed in 
Delaware Chancery Court.  The complaints allege that the 
Company's directors breached their fiduciary duties to the 
Company through the issuance of and disclosures concerning 
stock options.  The Company is named solely as a nominal 
defendant, against whom the plaintiffs seek no recovery.  The 
Company and the individual defendants have filed a motion to 
dismiss. 

Intellectual Property Litigation
On April 28, 1997, Xerox Corporation filed suit against U.S. 
Robotics Corporation and U.S. Robotics Access Corp. in the 
United States District Court for the Western District of New 
York.  The case is now entitled: Xerox Corporation v. U.S. 
Robotics Corporation, U.S. Robotics Access Corp., Palm 
Computing, Inc. and 3Com Corporation, Civil Action No. 97-CV-
6182T.  The complaint alleges willful infringement of a United 
States patent relating to computerized interpretation of 
handwriting.  The complaint further prays for unspecified 
damages and injunctive relief.  Xerox has asserted that 
Graffiti (registered trademark) software and certain products
of Palm Computing, Inc. infringe the patent.  

Consumer Litigation
A putative consumer class action pending against the Company 
and U.S. Robotics in the California Superior Court, Marin 
County, Bendall, et al. v. U.S. Robotics Corporation, et al., 
Civil Action No. 170441, arising out of the purchase of x2
(trademark) products and products upgradeable to x2, was
coordinated with a previously filed individual action in the
California Superior Court, San Francisco County, Intervention
Inc. v. U.S. Robotics Corporation, Civil Action No. 984352.  Two 
putative consumer class action lawsuits pending against the 
Company and U.S. Robotics in state court of Illinois arising 
out of the same facts as those alleged in the California cases 
are stayed, Lippman, et al. v. 3Com, Civil Action 
No. 97 CH 09773, and Michaels, et al. v. U.S. Robotics Access 
Corporation, et al., Civil Action No. 97 CH 14417.  A class 
has not been certified, and discovery is under way. 


Item 2.      Changes in Securities

             None.


Item 3.      Defaults Upon Senior Securities and Use of Proceeds

             None.


Item 4.      Submission of Matters to a Vote of Security Holders

             (a)  The Annual Meeting of Shareholders was held on
September 24, 1998.

             (b)  Each of the persons named in the Proxy Statement
as a nominee for director was elected and the proposals listed below
were approved.  The following are the voting results of the proposals:

                                                                    Broker
     Proposal I             For         Withheld                   Non-Votes
     ----------             ---         --------                   ---------
     Election of Directors:

     James L. Barksdale     316,114,579   3,924,859                    0
     Eric A. Benhamou       315,810,612   4,228,826                    0
     Gordon A. Campbell     316,148,193   3,891,245                    0
     James E. Cowie         316,344,683   3,694,755                    0
     Phillip C. Kantz       316,339,152   3,700,286                    0


                                                                    Broker
     Proposal II            For          Against     Abstain       Non-Votes
     -----------            ---          -------     -------       ---------
     To approve an increase
     in the share reserve
     under the Company's 1984
     Employee Stock Purchase
     Plan by 2,000,000 shares
     of Common Stock.       308,490,622  10,283,030  1,265,786         0

		                                                             
                                                                    Broker
     Proposal III           For          Against     Abstain       Non-Votes
     ------------           ---          -------     -------       ---------
     To approve an increase
     in the share reserve
     under the Company's
     Director Stock Option
     Plan by 1,000,000 shares
     of Common Stock.       252,327,456  66,254,691  1,457,291         0

                                                             
                                                                    Broker
     Proposal IV            For          Against     Abstain       Non-Votes
     -----------            ---          -------     -------       ---------
     To ratify the appointment
     of Deloitte & Touche LLP
     as the Company's independent
     public accountants for the
     fiscal year ending May 28, 1999.
                            317,855,653  1,473,968   709,817           0


Item 5.      Other Information

             None.


Item 6.      Exhibits and Reports on Form 8-K

             (a)  Exhibits

	Exhibit
        Number  Description
        ------  -----------    

	3.1	Certificate of Incorporation (13)
        3.2     Certificate of Correction Filed to Correct a Certain
Error in the Certificate of Incorporation (13)
	3.3	Certificate of Merger (13)
	3.4	Bylaws of 3Com Corporation, As Amended 
        4.1     Amended and Restated Rights Agreement dated
December 31, 1994 (Exhibit 10.27 to Form 10-Q) (6)
        4.2     Amended and Restated Senior Notes Agreement between
U.S. Robotics Corporation, Metropolitan Life Insurance  Company, The
Northwestern Mutual Life Insurance Company, and Metropolitan Property
and Casualty Insurance Company (7)
        10.1    1983 Stock Option Plan, as amended (Exhibit 10.1 to
Form 10-K) (3)*
	10.2	Amended and Restated Incentive Stock Option Plan (2)*
	10.3	License Agreement dated March 19, 1981 (1)
        10.4    Second Amended and Restated 1984 Employee Stock Purchase
Plan (Exhibit 10.5 to Form 10-Q) (8)*
        10.5    3Com Corporation Director Stock Option Plan, as amended
(Exhibit 19.3 to Form 10-Q) (4)*
        10.6    Amended 3Com Corporation Director Stock Option Plan
(Exhibit 10.8 to Form 10-Q) (8)*
        10.7    3Com Corporation Restricted  Stock Plan, as amended
(Exhibit 10.17 to Form 10-Q) (8)*
	10.8	1994 Stock Option Plan (Exhibit 10.22 to Form 10-K) (5)*
        10.9    Lease Agreement between BNP Leasing Corporation, as
Landlord, and 3Com Corporation, as Tenant, effective as of November 20, 1996
(Exhibit 10.37 to Form 10-Q) (10)
	10.10	Purchase Agreement between BNP Leasing Corporation and 3Com 
Corporation, effective as of November 20, 1996 (Exhibit 10.38 to Form 10-Q)
(10)
	10.11	Agreement and Plan of Reorganization among 3Com Corporation, 
OnStream Acquisition Corporation and OnStream Networks, Inc. dated as of 
October 5, 1996 (Exhibit 2.1 to Form S-4) (9)
        10.12   Lease Agreement between BNP Leasing Corporation, as Landlord,
and 3Com Corporation, as Tenant, effective as of February 3, 1997 for the
Combined Great America Headquarters site (Exhibit 10.19 to Form 10-Q) (12)
	10.13	Purchase Agreement between BNP Leasing Corporation and 3Com 
Corporation, effective as of February 3, 1997 for the Combined Great America 
Headquarters site (Exhibit 10.20 to Form 10-Q) (12)
	10.14	Credit Agreement dated as of December 20, 1996 among 3Com 
Corporation, Bank of America National Trust and Savings Association, as
Agent, and the Other Financial Institutions Party Hereto Arranged by BA
Securities, Inc. (Exhibit 10.21 to Form 10-Q) (12)
        10.15   Amended and Restated Agreement and Plan of Merger by and
among 3Com Corporation, TR Acquisitions Corporation, 3Com (Delaware)
Corporation, and U.S. Robotics Corporation, dated as of February 26, 1997
and amended as of March 14, 1997 (11)
        10.16   Lease Agreement between BNP Leasing Corporation, as Landlord,
and 3Com Corporation, as Tenant, effective as of July 25, 1997 for the Great
America Phase III (PAL) site (13)
	10.17	Purchase Agreement between BNP Leasing Corporation and 3Com 
Corporation, effective as of July 25, 1997 for the Great America Phase III
(PAL) site (13)
        10.18   Lease Agreement between BNP Leasing Corporation, as Landlord,
and 3Com Corporation, as Tenant, effective as of July 29, 1997 for the
Marlborough site(13)
	10.19	Purchase Agreement between BNP Leasing Corporation and 3Com 
Corporation, effective as of July 29, 1997 for the Marlborough site (13)
        10.20   Lease Agreement between BNP Leasing Corporation, as Landlord,
and 3Com Corporation, as Tenant, effective as of August 11, 1997 for the
Rolling Meadowssite (13)
	10.21	Purchase Agreement between BNP Leasing Corporation and 3Com 
Corporation, effective as of August 11, 1997 for the Rolling Meadows site
(13)
	10.22	First Amendment to Credit Agreement (13)
-----------------------------------------------------------------------------
	*	Indicates a management contract or compensatory plan.

        (1)     Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to Registrant's Registration Statement on
Form S-1 filed on  January 25, 1984 (File No. 2-89045)
        (2)     Incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-4 filed on August 31, 1987 (File No. 33-
16850)
        (3)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-K filed
on August 27, 1991 (File No. 0-12867)
        (4)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
January 10, 1992 (File No. 0-12867)
        (5)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-K filed
on August 31, 1994 (File No. 0-12867)
        (6)    Incorporated by reference to the Exhibit
identified in parentheses previously filed as an Exhibit to Registrant's
Form 10-Q filed on January 13, 1995 (File No. 0-12867)
        (7)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q,
filed on May 16, 1995 (File No. 0-19550)
        (8)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q, filed
on January 15, 1996 (File No. 0-12867)
        (9)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-4, originally filed on October 11, 1996 (File No. 333-
13993)
        (10)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
on January 13, 1997 (File No. 0-12867)
        (11)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-4, filed on March 17, 1997 (File No. 333-23465)
        (12)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q, filed
on April 11, 1997 (File No. 0-12867)
        (13)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q, filed
on October 14, 1997 (File No. 0-12867)

             (b)  Reports on Form 8-K

                  None






                                Signatures

Pursuant to the requirements 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.


                                      3Com Corporation
                                      (Registrant)



Dated: January 8, 1999           By:  /s/ Christopher B. Paisley
      -----------------               --------------------------
                                      Christopher B. Paisley
                                      Senior Vice President, Finance
                                      and Chief Financial Officer
                                      (Principal Financial and
                                      Accounting Officer)