__________________________________________________________________
				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 30, 1995   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)

	       California                                    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) 764-5000

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 November 30, 1995, 164,433,661 shares of the Registrant's 
Common Stock were outstanding.

__________________________________________________________________


			       
			       
			       
			       3Com Corporation

			       Table of Contents



PART I.   FINANCIAL INFORMATION

Item 1.     Financial Statements

	      Consolidated Balance Sheets
	      November 30, 1995 and May 31, 1995

	      Consolidated Statements of Income
	      Quarters and Six Months Ended November 30, 1995 and 1994

	      Consolidated Statements of Cash Flows
	      Six Months Ended November 30, 1995 and 1994

	      Notes to Consolidated Financial Statements

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


PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings

Item 2.     Changes in Securities

Item 3.     Defaults Upon Senior Securities

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






		      PART I.   FINANCIAL INFORMATION

Item 1.     Financial Statements

                  			      3Com Corporation
                  			 Consolidated Balance Sheets
			                     (dollars in thousands)
	                          	 (unaudited)

                                          						 November 30,     May 31,
						                                               1995          1995         
				                                          		 ------------     -------
			
ASSETS
Current Assets:
  Cash and cash equivalents                      $  199,409    $  159,908
  Temporary cash investments                        181,176       225,660
  Trade receivables                                 331,423       245,258
  Inventories                                       194,373       182,759
  Deferred income taxes                              57,761        55,273
  Other                                              34,124        26,698
                                           					  ---------     ---------
Total current assets                                998,266       895,556

Property and equipment-net                          195,501       144,944

Deposits and other assets                            60,413        34,310
                                          						  ---------     ---------

Total                                            $1,254,180    $1,074,810
                                          						  =========     =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                               $  119,955    $  118,377
  Accrued and other liabilities                     171,824       149,079
  Income taxes payable                               38,046        56,412
  Current portion of long-term obligations              586           997
                                          						  ---------     ---------
Total current liabilities                           330,411       324,865

Long-term debt                                      110,000       110,000  
Other long-term obligations                           5,317         6,221
Deferred income taxes                                19,587            -

Shareholders' Equity:
Preferred stock, no par value, 3,000,000 shares
  authorized; none outstanding                           -             -  
Common stock, no par value, 400,000,000 shares 
  authorized; shares outstanding:  November 30, 1995:
  164,433,661; May 31, 1995:  160,911,572           492,424       435,922
Unamortized restricted stock grants                  (3,641)       (2,037)
Retained earnings                                   276,193       200,030
Unrealized gain (loss) on available-for-sale
  securities                                         24,366           (22)
Accumulated translation adjustments                    (477)         (169)
                                           					  ---------     ---------
  
Total shareholders' equity                          788,865       633,724
                                          						  ---------     ---------

Total                                            $1,254,180    $1,074,810
                                          						  =========     =========

See notes to consolidated financial statements.






                        			       3Com Corporation
		                       Consolidated Statements of Income
		                     (in thousands, except per share data)
                               				 (unaudited)
 
                 	          			      Quarter Ended         Six Months Ended
				                                  November 30,           November 30,    
				                                 1995       1994        1995        1994   
				                                 ----       ----        ----        ----  

Sales                              $563,544   $376,771   $1,060,833   $691,454

Costs and expenses:
  Cost of sales                     266,719    175,046      502,269    321,766
  Sales and marketing               118,920     74,356      221,131    139,923
  Research and development           56,082     39,091      107,630     73,240
  General and administrative         22,902     16,484       43,843     30,108
  Purchased in-process technology        -      60,796           -      60,796
  Acquisition related charges
    and other                        69,000     (1,100)      69,000      4,025
                            				    -------    -------    ---------    -------
      Total                         533,623    364,673      943,873    629,858
				                                -------    -------    ---------    -------

Operating income                     29,921     12,098      116,960     61,596
Other income-net                      1,930      2,210        3,183      3,368
                            				    -------    -------    ---------    -------

Income before income taxes           31,851     14,308      120,143     64,964
Income tax provision                 15,506      5,051       46,377     23,062
                            				    -------    -------    ---------    -------

Net income                         $ 16,345   $  9,257   $   73,766   $ 41,902
                            				    =======    =======    =========    =======

 
Net income per common and                                       
  equivalent share:
    Primary                        $    .09   $    .06   $      .42   $    .25
    Fully diluted                  $    .09   $    .05   $      .42   $    .25

Common and equivalent shares used 
  in computing per share amounts:
    Primary                         176,319    168,133      175,077    166,794
    Fully diluted                   176,396    168,713      175,459    168,236

See notes to consolidated financial statements.






                      			      3Com Corporation
		                  Consolidated Statements of Cash Flows
			                         (dollars in thousands)
				                             (unaudited)

                                         						        Six Months Ended
	 	 			                                              	   	November 30,
						                                                ------------------
						                                                1995          1994 
						                                                ----          ----
Cash flows from operating activities:
  Net income                                       $ 73,766      $ 41,902
  Adjustments to reconcile net income to cash
      provided by operating activities:               
    Depreciation and amortization                    39,602        28,137
    Deferred income taxes                             9,074       (23,949)
    Purchased in-process technology                      -         60,796
    Adjustment to conform fiscal year of
       	pooled entity                                (3,048)        3,013
    Non-cash acquisition-related costs               44,320            -
    Non-cash restructuring costs                         -         (1,100)
    Changes in assets and liabilities,
     	net of effects of acquisitions:             
      Trade receivables                             (98,674)      (47,829)
      Inventories                                   (22,741)      (13,802)
      Other current assets                           (7,485)       (5,854)
      Accounts payable                               12,238        33,943
      Accrued and other liabilities                   6,088       (11,823)
      Income taxes payable                            9,482        32,142
      Accrued acquisition-related costs              15,784            -       
					                                               -------       -------

Net cash provided by operating activities            78,406        95,576
                                          						    -------       -------

Cash flows from investing activities:
  Purchase of property and equipment                (87,073)      (37,345)
  Purchase of temporary cash investments           (113,804)     (103,604)
  Proceeds from temporary cash investments          147,701        29,442
  Businesses acquired in purchase transactions           -        (48,692)  
  Other-net                                          (3,391)        2,702 
                                          						    -------       -------

Net cash used for investing activities              (56,567)     (157,497)
                                          						    -------       -------

Cash flows from financing activities:
  Sale of stock                                      20,719        12,619
  Repurchases of common stock                           -         (16,893)
  Net proceeds from issuance of debt                    -         106,945
  Repayments of notes payable and capital
    lease obligations                                (2,749)       (1,068)
  Other-net                                            (308)           24
                                           					    -------       -------

Net cash provided by financing activities            17,662       101,627
                                          						    -------       -------

Increase in cash and cash equivalents                39,501        39,706
Cash and cash equivalents at beginning of period    159,908        80,625
                                          						    -------       -------

Cash and cash equivalents at end of period         $199,409      $120,331
                                          						    =======       =======

Non-cash operating, investing and financing activities:
  Tax benefit on stock option transactions         $ 30,181      $ 11,941
  Fair market value adjustment on
    available-for-sale securities                  $ 24,237      $   (163)

See notes to consolidated financial statements.






			       3Com Corporation
		   Notes to Consolidated Financial Statements

1.      Basis of Presentation

	On October 13, 1995, 3Com Corporation (the Company) 
acquired Chipcom Corporation (Chipcom) which was accounted 
for as a pooling-of-interests.  All financial date of the 
Company, including the Company's previously  issued
financial statements for the periods presented in this 
Form 10-Q, have been restated to include the historical 
financial information of Chipcom in accordance with generally 
accepted accounting principles and pursuant to Regulation S-X.

	The unaudited consolidated financial statements have 
been prepared by 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 consolidated 
financial statements include all adjustments necessary for a 
fair presentation of the Company's financial position as of 
November 30, 1995, and the results of operations and cash 
flows for the quarters and six months ended November 30, 1995 
and 1994.

	The results of operations for the quarter and six months 
ended November 30, 1995 may not necessarily be indicative of 
the results to be expected for the fiscal year ending May 31, 
1996.

	These financial statements should be read in conjunction 
with the consolidated financial statements and related notes 
thereto for the fiscal year ended May 31, 1995 included in 
the Company's fiscal 1995 Form 10-K and the Company's Joint 
Proxy Statement/Prospectus dated September 11, 1995.

2.      Inventories consisted of (in thousands):

                    				  November 30,    May 31,
				                         1995         1995   
				                         ----         ----

	Finished goods            $111,241      $83,221
	Work-in-process             19,908       31,102
	Raw materials               63,224       68,436
                     				   -------       ------

	Total                     $194,373     $182,759
                     				   =======      =======

3.      Net Income Per Share

	Net income per common and equivalent share is computed 
based on the weighted average number of common shares and the 
dilutive effects of stock options outstanding during the 
period using the treasury stock method.  The effect of the 
assumed conversion of the 10.25% convertible subordinated 
notes was antidilutive for the periods presented.  Weighted 
average shares outstanding and per share amounts have been 
restated to reflect the two-for-one stock split on August 25, 
1995 for shareholders of record on August 4, 1995.

4.      Business Combinations

	On October 13, 1995, the Company acquired Chipcom by 
issuing approximately 18.3 million shares of its common stock 
in exchange for all the outstanding stock of Chipcom. The 
Company also assumed and exchanged all options to purchase 
Chipcom stock for options to purchase approximately 2.4 
million shares of the Company's common stock. Chipcom 
designs, manufactures and distributes computer networking 
multi-function platforms. The acquisition was accounted for 
as a pooling-of-interests.  All financial data of the Company 
has been restated to include the historical financial 
information of Chipcom.  Chipcom maintained its financial 
records on a 52-53 week fiscal year ending nearest to 
December 31.  The May 31, 1995  restated  consolidated  
balance  sheet  includes  the  balance  sheet  of  Chipcom  
as of December 31, 1994. The  restated  consolidated  
statements  of  income  and  cash  flows   for   the   
quarter  and  six  months  ended  November  30,  1994  
include  Chipcom's statements of income and cash flows 
for the quarter and six months ended June 26, 1994.  The 
results of operations of Chipcom for the five month period 
ended May 31, 1995, which reflected revenues of $118.1 
million and net income of $2.4 million, has been reported as 
an increase in the Company's fiscal 1996 retained earnings.  
No significant adjustments were required to conform the 
accounting policies of the Company and Chipcom.  Financial 
information as of November 30, 1995 and for the quarter and 
six months ended reflects the Company's and Chipcom's 
operations for those periods.

	The following table shows the effect on the results of 
operations as restated for the quarters ended August 31, 1995 
and August 31, 1994 and for the six months ended November 30, 
1994.  The Company's quarter ended August 31, 1994 and six 
months ended November 30, 1994 has been combined with 
Chipcom's quarter ended March 26, 1994 and six months ended 
June 25, 1994, respectively.

                     				 Quarter ended August 31,   Six Months Ended
				                          1995        1994       November 30, 1994
				                          ----        ----       -----------------
(in thousands)

	Sales:
	  3Com                     $430,354    $262,801          $578,266
	  Chipcom                    66,935      51,882           113,188
                     				    -------     -------           -------
	  Combined                 $497,289    $314,683          $691,454
				                         =======     =======           =======

	Net Income (loss):
	  3Com                     $ 59,421    $ 30,772          $ 33,897
	  Chipcom                    (2,000)      1,873             8,005
                     				    -------     -------           -------
	  Combined                 $ 57,421    $ 32,645          $ 41,902
				                         =======     =======           =======


As a result of the acquisition, the Company recorded 
acquisition-related charges totaling $69.0 million in the 
second quarter of fiscal 1996.  These charges include $60.8 
million of integration expenses and $8.2 million of direct 
transaction costs (consisting primarily of investment banking 
and other professional fees).  Integration expenses include 
approximately $37.8 million of costs of eliminating duplicate 
and discontinued products, $5.1 million of severance and 
related costs for approximately 80 employees primarily 
associated with duplicate or discontinued product lines, 
field sales and administrative functions, $4.3 million of 
costs of eliminating duplicate facilities and $13.6 million 
of other acquisition-related costs.  Total expected cash 
expenditures relating to the acquisition-related charges are 
$24.7 million, of which $8.9 million was disbursed prior to 
November 30, 1995 and the remaining $15.8 million is expected 
to be paid within the next twelve months.  

	On June 9, 1995, the Company acquired Primary Access 
Corporation (Primary Access) by issuing approximately 4.6 
million shares of its common stock for all of the outstanding 
stock of Primary Access.  The Company also assumed and 
exchanged all options and warrants to purchase Primary Access 
stock for options and warrants to purchase approximately 1.0 
million shares of the Company's common stock.  Primary Access 
develops, manufactures and markets network access systems.  
The acquisition was accounted for as a pooling-of-interests.  
All financial data of the Company has been restated to 
include the operating results of Primary Access.  No 
significant adjustments were required to conform the 
accounting policies of the Company and Primary Access.

5.      Litigation

	On October 13, 1995, the Company acquired Chipcom, which 
had already been named as a defendant in the following 
litigation described below.  On May 30, 1995, a complaint was 
filed in the United States District Court for the District of 
Massachusetts entitled Lucille Nappo, Marc Linsky, 
Constandine Machakos, and Mary Machakos v. Chipcom Corp., 
John Robert Held, Robert Peter Badavas, Bruce L. Cohen, 
Menachem E. Abraham, and Jerald G. Fishman.  The named 
plaintiffs purport to represent the class of persons who 
purchased Chipcom's common stock during the period from and 
including February 8, 1995 through and including May 26, 
1995.  The complaint alleges violations by the defendants of 
Sections 10(b) and 20(a) of the Securities and Exchange Act 
of 1934, and seeks unspecified damages.  On June 7, 1995, a 
complaint alleging very similar claims was filed against the 
same defendants in the same Court by Anthony Mallozzi.  A 
third similar complaint was filed against the same defendants 
in the same Court on June 8, 1995, by Daniel List.  A fourth 
similar complaint was filed in the same Court on June 16, 
1995, entitled Sean J. Carney and Nicholas Giannantonio v. 
Chipcom Corp., John Held, and Robert Badavas.  A fifth 
similar complaint was filed in the same Court on June 16, 
1995, entitled Manuel C. DeSousa and Barbara J. DeSousa v. 
Chipcom Corp., John Held, and Robert Badavas.  The cases have 
been consolidated for pretrial purposes pursuant to an order 
entered by the Court on June 15, 1995.  The consolidated 
action is entitled In re: Chipcom Securities Litigation, 
Civil Action No. 95-111114-DPW.  A Consolidated Complaint was 
filed on September 13, 1995, and an Amended Consolidated 
Complaint was filed on November 30, 1995.  The defendants 
have moved to dismiss the Amended Consolidated Complaint, 
dispute the merits of the allegations in the consolidated 
complaint, and intend to defend the actions vigorously.  
Although the ultimate outcome of this litigation is difficult 
to predict, based on the facts currently known, management 
does not believe this matter will have a material adverse 
effect on the financial position of the Company.






			       3Com Corporation

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

Acquisitions
------------

	During the quarter ended November 30, 1995, 3Com (the 
Company) enhanced its High Performance Scalable Networking (HPSN) 
enterprise-wide solutions with the acquisition of Chipcom 
Corporation (Chipcom), a provider of computer networking multi-
function platforms, including hubs, switching and network 
management products.  The acquisition was completed on October 13, 
1995. The Company issued approximately 18.3 million shares of its 
common stock in exchange for all the outstanding stock of Chipcom. 
The Company also assumed and exchanged all options to purchase 
Chipcom stock for options to purchase approximately 2.4 million 
shares of the Company's common stock.  The acquisition was 
accounted for as a pooling-of-interests and all financial data of 
the Company prior to the acquisition has been restated to include 
the historical financial information of Chipcom.  See Note 4 of 
Notes to Consolidated Financial Statements for additional 
information on the Company's business combinations.

Results of Operations
---------------------

Quarter Ended November 30, 1995

	The Company achieved record sales in the second quarter of 
fiscal 1996 totaling $563.5 million, an increase of $186.8 million 
or 50 percent from the corresponding quarter a year ago.  Compared 
with the first quarter of fiscal 1996, sales for the second 
quarter of fiscal 1996 increased $66.3 million or 13 percent.

	The Company believes that the year-over-year increase in 
second quarter sales is due to several factors, including rapid 
growth in sales outside the U.S., continued strength in the data 
networking market as customers embrace new technologies such as 
switching and Fast Ethernet, increases in personal computer sales, 
the breadth of 3Com's product offerings and its ability to deliver 
complete data networking solutions for different connectivity 
environments.

	Sales of network systems products (i.e., internetworking 
platforms, remote access servers, hubs and switching products) in 
the second quarter of fiscal 1996 represented 56 percent of total 
sales and increased 60 percent from the same quarter one year ago.  
In the second quarter of fiscal 1995, sales of network systems 
products represented 52 percent of total sales. The increase in 
network systems product sales was led primarily by the LANplex(registered
TM) family of switching products, the LinkBuilder(registered TM) FMS(TM)
II stackable hub, Aperture(TM) integrated network access systems and the
ONcore(TM) intelligent switching hub system.  Also contributing to the
sales increase was the introduction of the LinkSwitch(TM) stackable 
switches during fiscal 1996.  The increase in network systems 
products was partially offset by declines in sales of the ONline(TM) 
system concentrator, in part due to customer migration to the 
ONcore system. 

	Sales of network adapters in the second quarter of fiscal 
1996 represented 40 percent of total sales and increased 37 
percent from the year-ago period.  In the second quarter of fiscal 
1995, sales of network adapters represented 44 percent of total 
sales.  The increase in network adapter sales represented a 
significant increase in unit volume combined with a marginal 
increase in average selling prices. The increase in unit volume 
primarily resulted from sales of the EtherLink(registered TM) III
network adapters, but was also favorably impacted by sales of the 
EtherLink PC Card adapter and the Fast EtherLink PCI adapter.  The 
increase in average selling prices was due to the higher mix of 
Fast Ethernet products, partially offset by the industry-wide 
trend toward decreasing average selling prices in the desktop 
Ethernet and Token Ring markets.

	Sales of other products (i.e., terminal servers, customer 
service and other products) represented four percent of total 
sales in the second quarter of fiscal 1996 and fiscal 1995. Sales 
of other products increased 52 percent from the year-ago period, 
although they continued to represent a small percentage of the 
Company's total sales, as expected.

	Sales outside of the United States comprised 54 percent of 
total sales in the second quarter of fiscal 1996,  compared  to  
51  percent  for  the  same period  last  year.   International 
sales rose 61% from the prior year and increased in all geographic 
regions, especially in the Asia Pacific region. The Company 
believes that this increase reflected its continued global 
expansion through recent openings of new sales offices in Latin 
America and Asia and the expansion of its worldwide service and 
support programs. The Company's operations were not significantly 
impacted by fluctuations in foreign currency exchange rates in the 
second quarters of fiscal 1996 and 1995. 

	Cost of sales as a percentage of sales was 47.3 percent in 
the second quarter of fiscal 1996, compared to 46.5 percent for 
the second quarter of fiscal 1995.  The resulting decline in gross 
margin in the second quarter of fiscal 1996 primarily reflected 
higher period costs for freight and duties, warranty, and obsolete 
and excess expenses which reduced gross margin by 2.1 percentage 
points. In addition, an unfavorable mix of certain lower margin 
Chipcom products reduced gross margin by 0.8 percentage points.  
However, a favorable shipment mix toward the Company's switching 
products and reductions in adapter product material costs improved 
gross margin by 2.3 percentage points.

	Total operating expenses in the second quarter of fiscal 1996 
were $266.9 million, compared to $189.6 million in the second 
quarter of fiscal 1995.  Excluding the acquisition-related charge 
of $69.0 million for Chipcom (see Note 4 of Notes to Consolidated 
Financial Statements), total operating expenses in the second 
quarter of fiscal 1996 were $197.9 million, or 35.1% of sales.  
Excluding the one-time charge of $60.8 million for purchased in-
process technology primarily associated with the acquisition of 
NiceCom, Ltd., and a non-recurring credit of $1.1 million for the 
reduction in accrued costs relating to the fiscal 1991 
restructuring, total operating expenses in the second quarter of 
fiscal 1995 were $129.9 million, or 34.5% of sales.

	Sales and marketing expenses in the second quarter of fiscal 
1996 increased $44.6 million or 60 percent from fiscal 1995.  As a 
percentage of sales, sales and marketing expenses increased to 
21.1 percent in the second quarter of fiscal 1996, from 19.7 
percent in the corresponding fiscal 1995 period. The increase in 
such expenses reflected increased selling costs related to the 
increase in sales volume, the cost of promoting the Company's new 
and existing products, and a 39 percent year-over-year increase in 
sales and marketing personnel.  The Company believes the Chipcom 
acquisition caused some loss of productivity due to disruptions 
associated with integration of sales forces during the second 
quarter of fiscal 1996.  During the quarter, the Company undertook 
a major new marketing initiative to heighten the public awareness 
of the Company by sponsoring 3Com Park, formerly Candlestick Park, 
in San Francisco.   

	Research and development expenses in the second quarter of 
fiscal 1996 increased $17.0 million or 43 percent from the year-
ago period.  As a percentage of sales, such expenses decreased to 
10.0 percent in the second quarter of fiscal 1996, compared to 
10.4 percent in the second quarter of fiscal 1995. The increase in 
research and development expenses was primarily attributable to 
the cost of developing 3Com's new products including the Company's 
expansion into new technologies and markets. The Company believes 
the timely introduction of new technologies and products is 
crucial to its success, and will continue to make strategic 
acquisitions to accelerate time to market where appropriate. Most 
of the in-process technology acquired in connection with 
businesses purchased by the Company since December 1993 have been 
completed. The nature of costs for the projects that are still in 
process are primarily labor costs for design, prototype 
development and testing. The Company estimates that the remaining 
costs in connection with the completion of all acquired research 
and development projects are not significant. 

	General and administrative expenses in the second quarter of 
fiscal 1996 increased $6.4 million or 39 percent from the same 
period a year-ago. The increase in general and administrative 
expenses reflected expansion of the Company's infrastructure 
through internal growth and acquisitions.  General and 
administrative personnel increased 36 percent from the prior year.  
However, as a percentage of sales, such expenses decreased to 4.1 
percent in the second quarter of fiscal 1996, from 4.4 percent in 
the corresponding fiscal 1995 period.

	Other income (net) was $1.9 million in the second quarter of 
fiscal 1996, compared to $2.2 million in the second quarter of 
fiscal 1995.  The decline in other income was due primarily to 
higher interest expense associated with the $110.0 million of 
convertible subordinated notes issued during the second quarter of 
fiscal 1995.

	The Company's effective income tax rate was approximately 49 
percent in the second quarter of fiscal 1996 and approximately 35 
percent in the second quarter of fiscal 1995.  Excluding the 
merger costs associated with the Chipcom acquisition, which were 
not fully tax deductible, the effective tax rate was 35 percent in 
the second quarter of fiscal 1996.

	Net income for the second quarter of fiscal 1996 was $16.3 
million, or $.09 per share, compared to net income of $9.3 
million, or $.05 per share, for the second quarter of fiscal 1995.  
If the aforementioned $69.0 million charge associated with the 
acquisition of Chipcom was excluded, the Company would have 
realized net income of $65.6 million, or $.37 per share, for the 
second quarter of fiscal 1996.  Excluding the $60.8 million charge 
associated with purchased in-process technology and the $1.1 
million credit for the reduction in the restructuring reserve, net 
income was $45.9 million, or $.27 per share, for the second 
quarter of fiscal 1995.  Net income per share for fiscal 1995 has 
been restated to reflect the two-for-one stock split on August 25, 
1995.

Six Months Ended November 30, 1995

	The Company achieved record sales for the first six months of 
fiscal 1996 totaling $1,060.8 million, an increase of $369.4 
million or 53 percent from the corresponding period a year ago.  
Sales of network systems products in the first six months of 
fiscal 1996 represented 57 percent of total sales and increased 68 
percent from the same period one year ago.  Sales of network 
adapters in the first six months of fiscal 1996 represented 39 
percent of total sales and increased 36 percent from the same 
period last year.  International sales comprised 53 percent of 
total sales and increased 64 percent from the first six months of 
fiscal 1995.

	Cost of sales as a percentage of sales was 47.3 percent for 
the first six months of fiscal 1996, compared to 46.5 percent for 
the corresponding fiscal 1995 period.  The resulting decline in 
gross margin in the first six months of fiscal 1996 primarily 
reflected higher period costs for freight and duties, warranty, 
and obsolete and excess expenses which reduced gross margin by 2.0 
percentage points. In addition, an unfavorable mix of certain 
lower margin Chipcom products reduced gross margin by 1.0 
percentage point.  However, a favorable shipment mix toward the 
Company's switching products and reductions in adapter product 
material costs improved gross margin by 2.6 percentage points.

	Total operating expenses in the first six months of fiscal 
1996 were $441.6 million compared to $308.1 million in the first 
six months of fiscal 1995.  Excluding the $69.0 million charge 
associated with the Chipcom acquisition, total operating expenses 
in the first six months of fiscal 1996 were $372.6 million, or 
35.1 percent of sales.  Excluding the one-time charge of $60.8 
million for purchased in-process technology, the non-recurring 
credit of $1.1 million for the reduction in accrued restructuring 
costs and a charge of $5.1 million for merger costs associated 
with Chipcom's acquisition of Artel Communications Corporation, 
total operating expenses in the first six months of fiscal 1995 
were $243.3 million, or 35.2 percent of sales.  The increase in 
recurring operating expenses of $129.3 million, or 53 percent, 
reflected increased selling costs related to higher sales volume, 
the cost of developing and promoting the Company's products and an 
average headcount increase of 35 percent over the first six months 
of fiscal 1995.

	In the first six months of fiscal 1996, sales and marketing 
expenses increased $81.2 million or 58 percent from the prior year 
and increased to 20.8 percent of sales, compared to 20.2 percent 
of sales in fiscal 1995.  Research and development expenses 
increased $34.4 million in the first six months of fiscal 1996, 
but decreased as a percentage of sales to 10.1 percent compared to 
10.6 percent in fiscal 1995.  General and administrative expenses 
increased $13.7 million in the first six months of fiscal 1996, 
but decreased as a percentage of sales to 4.1 percent compared to 
4.4 percent in fiscal 1995.

	Other income (net) was $3.2 million for the first six months 
of fiscal 1996, compared to $3.4 million in the corresponding 
period one year ago.  The decline in other income was due 
primarily to higher interest expense associated with the issuance 
of the $110.0 million convertible notes during the second quarter 
of fiscal 1995.

	The Company's effective income tax rate was approximately 39 
percent in the first six months of fiscal 1996 and approximately 
35 percent in the first six months of fiscal 1995.  Excluding the 
merger costs associated with the Chipcom acquisition, which were 
not fully tax deductible, the effective tax rate was 35 percent 
for the first six months of fiscal 1996.

	Net income for the first six months of fiscal 1996 was $73.8 
million, or $.42 per share, compared to net income of $41.9 
million, or $.25 per share, for the first six months of fiscal 
1995.  Excluding the aforementioned $69.0 million charge 
associated with the acquisition of Chipcom, net income was $123.0 
million, or $.70 per share, for the first six months of fiscal 
1996.  Excluding the $60.8 million charge associated with 
purchased in-process technology, the $5.1 million charge for 
merger costs and the $1.1 million credit for the reduction in the 
restructuring reserve, net income was $81.8 million, or $.49 per 
share, for the first six months of fiscal 1995.  Net income per 
share for fiscal 1995 has been restated to reflect the two-for-one 
stock split on August 25, 1995.

Business Environment and Risk Factors

	The Company's future operating results may be affected by 
various trends and factors which the Company must successfully 
manage in order to achieve favorable operating results.  In 
addition, there are trends and factors beyond the Company's 
control which affect its operations.  Such trends and factors 
include adverse changes in general economic conditions or 
conditions in the specific markets for the Company's products, 
governmental regulation or intervention affecting communications 
or data networking, fluctuations in foreign exchange rates, and 
other factors, including those listed below.  The data networking 
industry has become increasingly competitive, and the Company's 
results may be adversely affected by the actions of existing or 
future competitors.  Such actions may include the development or 
acquisition of new technologies, the introduction of new products, 
the assertion by third parties of patent or similar intellectual 
property rights, and the reduction of prices by competitors to 
gain or retain market share.  Industry consolidation or alliances 
may also affect the competitive environment.

	The market for the Company's products is characterized by 
rapidly changing technology. The Company's  success  depends  in  
substantial  part  on  the  timely  and  successful  introduction  
of  new products.  An unexpected change in one or more of the 
technologies affecting data networking or in market demand for 
products based on a particular technology could have a material 
adverse effect on the Company's operating results if the Company 
does not respond timely and effectively to such changes.  The  
Company is engaged in research and development activities in 
certain emerging LAN and WAN high-speed technologies, such as ATM, 
ISDN and Fast Ethernet.  As the industry standardizes on high-
speed technologies, there can be no assurance that the Company 
will be able to respond timely and cost effectively to compete in 
the marketplace.

	Some key components of the Company's products are currently 
available only from single 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 operating results and customer 
relationships could be adversely affected by either an increase in 
prices for, or an interruption or reduction in supply of, any key 
components.

	Acquisitions of complementary businesses and technologies, 
including technologies and products under development, are an 
active part of the Company's overall business strategy.  The 
Company has recently consummated acquisitions of several 
companies, including Chipcom and Primary Access.  There can be no 
assurance that products, technologies, distribution channels, key 
personnel and businesses of acquired companies will be effectively 
assimilated into the Company's business or product offerings, or that
the effects of such integration will not adversely affect the Company's
business, financial condition or results of operations.   The difficulties
of such integration may be increased by the size and number of such
acquisitions and the necessity of coordinating geographically separated
organizations.  There can be no assurance that any acquired products,
technologies or businesses will contribute to the Company's revenues or 
earnings, that the sales and earnings from acquired businesses 
will not be adversely affected by the integration process or other 
general factors.  The acquisition of Chipcom is the largest acquisition
the Company has undertaken, and the factors identified above are therefore
more significant to the Company's business than for prior transactions.
There can be no assurance that the Company will continue to be able to
identify and consummate merger transactions in the future.

	The market price of the Company's common stock has been, and 
may continue to be, extremely volatile. Factors such as new 
product announcements by the Company or its competitors, quarterly 
fluctuations in the Company's operating results, challenges 
associated with integration of acquired businesses and general 
conditions in the data networking market may have a significant 
impact on the market  price  of  the  Company's  common  stock.   
These conditions, as well as factors which generally affect the 
market for stocks of high technology companies, could cause the 
price of the Company's stock to fluctuate substantially over short 
periods.

	During the third quarter of fiscal 1996, the Company is 
transitioning its core order processing, logistics and financial 
systems to a new client server based platform.  While the Company 
has extensively planned for and tested the new system, the 
successful implementation of this project is not without risk.

	Notwithstanding the Company's increased geographical 
diversification, the Company's corporate headquarters and a large 
portion of its research and development activities and other 
critical business operations are located near major earthquake 
faults.  The Company's business, financial condition and operating 
results could be materially adversely affected in the event of a 
major earthquake.  Because of the foregoing factors, as well as 
other factors affecting the Company's operating results, past 
trends and performance should not be presumed by investors to be 
an accurate indicator of future results or trends.

Liquidity and Capital Resources

	Cash, cash equivalents and temporary cash investments at 
November 30, 1995 were $380.6 million, decreasing $5.0 million 
from May 31, 1995.

	During the quarter ended November 30, 1995, the Company 
completed the acquisition of Chipcom.  As a result of the 
acquisition, the Company recorded acquisition-related charges 
totaling $69.0 million.  Total expected cash expenditures relating 
to the acquisition-related charges are $24.7 million, of which 
$8.9 million was disbursed prior to November 30, 1995 and the 
remaining $15.8 million is expected to be paid within the next 
twelve months.  (See Note 4 of  Notes to Consolidated Financial 
Statements).

	For the six months ended November 30, 1995, net cash 
generated from operating activities was $78.4 million. Trade 
receivables at November 30, 1995 increased $86.2 million from May 
31, 1995.  Days sales outstanding in receivables was 53 days at 
November 30, 1995, compared to 46 days at May 31, 1995, due 
primarily to an increase in international and carrier sales. 
Inventory levels at November 30, 1995 increased $11.6 million from 
the prior fiscal year-end, net of a $27.1 million provision 
included in the acquisition charge for duplicate and discontinued 
Chipcom products.  Inventory turnover was 5.2 turns at November 
30, 1995, compared to 5.4 turns at May 31, 1995.  

	Deposits and other assets of $60.4 million at November 30, 
1995 increased $34.0 million from May 31, 1995.  This increase 
resulted primarily from recording an unrealized long term 
investment gain of $40.1 million due to the initial public 
offering of Sync Research, Inc. (Sync).  In accordance with the 
fair value accounting requirements of SFAS 115, the unrealized 
gain on the Company's investment in Sync resulted in corresponding
increases of $24.1 million to the unrealized gain on available-for-sale
securities equity account and $16.0 million to deferred income tax
liabilities.  The unrealized balance sheet gain or loss on this
investment will fluctuate quarterly with a change in that company's
stock price.

	During the six months ended November 30, 1995, the Company 
made $87.1 million in capital expenditures. Major capital 
expenditures included upgrades and additions to product 
manufacturing lines and facilities in Santa Clara and Ireland, 
purchase of a facility in the Boston area, furnishings and 
improvements to new facilities in Santa Clara and the Boston area, 
and upgrades of desktop systems.

	During the first six months of fiscal 1996, the Company 
received cash of $20.7 million from the sale of its common stock 
to employees through its employee stock purchase and option plans.

	During the first quarter of fiscal 1995, the Company signed a 
five-year lease for 225,000 square feet of office and 
manufacturing space to be built on land adjacent to its existing 
headquarters in Santa Clara. This arrangement provides the Company 
with an option to purchase the related property during the lease 
term, and at the end of the lease term the Company is obligated to 
either purchase the property or arrange for the sale of the 
property to a third party with a guaranteed residual value of up 
to $33.5 million to the seller of the property.  The Company 
commenced occupancy of the facility in the first quarter of fiscal 
1996, and payments on the lease started in the second quarter of 
fiscal 1996. 

	The Company has a $40 million revolving bank credit agreement 
which expires December 31, 1996. No amount is outstanding under 
the credit agreement and the Company is in compliance with all 
financial ratio and minimum net worth requirements.

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



		      PART II.      OTHER INFORMATION

Item 1. Legal Proceedings

	On October 13, 1995, the Company acquired Chipcom, which 
had already been named as a defendant in the following 
litigation described below.  On May 30, 1995, a complaint 
was filed in the United States District Court for the 
District of Massachusetts entitled Lucille Nappo, Marc 
Linsky, Constandine Machakos, and Mary Machakos v. Chipcom 
Corp., John Robert Held, Robert Peter Badavas, Bruce L. 
Cohen, Menachem E. Abraham, and Jerald G. Fishman.  The 
named plaintiffs purport to represent the class of persons 
who purchased Chipcom's common stock during the period from 
and including February 8, 1995 through and including May 
26, 1995.  The complaint alleges violations by the 
defendants of Sections 10(b) and 20(a) of the Securities 
and Exchange Act of 1934, and seeks unspecified damages.  
On June 7, 1995, a complaint alleging very similar claims 
was filed against the same defendants in the same Court by 
Anthony Mallozzi.  A third similar complaint was filed 
against the same defendants in the same Court on June 8, 
1995, by Daniel List.  A fourth similar complaint was filed 
in the same Court on June 16, 1995, entitled Sean J. Carney 
and Nicholas Giannantonio v. Chipcom Corp., John Held, and 
Robert Badavas.  A fifth similar complaint was filed in the 
same Court on June 16, 1995, entitled Manuel C. DeSousa and 
Barbara J. DeSousa v. Chipcom Corp., John Held, and Robert 
Badavas.  The cases have been consolidated for pretrial 
purposes pursuant to an order entered by the Court on June 
15, 1995.  The consolidated action is entitled In re: 
Chipcom Securities Litigation, Civil Action No. 95-111114-
DPW.  A Consolidated Complaint was filed on September 13, 
1995, and an Amended Consolidated Complaint was filed on 
November 30, 1995.  The defendants have moved to dismiss 
the Amended Consolidated Complaint, dispute the merits of 
the allegations in the consolidated complaint, and intend 
to defend the actions vigorously.

Item 2. Changes in Securities

	  None.

Item 3. Defaults Upon Senior Securities

	  None.

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

	  (a)     The Annual Meeting of Shareholders was held on
September 28, 1995.

	  (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 on each of the proposals
(voting results and share reserve increases reflect the two-for-one stock 
split on August 25, 1995):

	      Proposal I
	      ----------
	  Election of Directors            In Favor        Withheld
	  ---------------------            --------        --------
	  David W. Dorman                 111,692,402     14,630,450
	  Jean-Louis Gassee               111,693,010     14,629,842
	  Stephen C. Johnson              111,720,610     14,602,242
	  William F. Zuendt               111,719,190     14,603,662

	      Proposal II          In Favor     Opposed   Abstain   No Vote 
	      -----------          --------     -------   -------   -------
	  Increase in share reserve
	  by 6,000,000 shares under
	  the 1984 Employee Stock
	  Purchase Plan           109,156,642  15,926,758  401,558  837,894

	      Proposal III
	      ------------
	  Increase in share
	  reserve by 500,000
	  shares under the
	  Restricted Stock Plan    91,680,285  33,229,217  575,456  837,894

	      Proposal IV
	      -----------
	  To ratify and approve
	  administrative amendments
	  under the Director Stock
	  Option Plan             107,782,158  16,986,178  716,622  837,894

	      Proposal V
	      ----------
	  Selection of Deloitte &
	  Touche LLP as the Company's
	  independent auditors
	  for 1996                126,066,690      77,422  178,740     --

Item 5. Other Information

	  None.

Item 6. Exhibits and Reports on Form 8-K

	  (a)     Exhibits

		  Exhibit
		  Number                    Description
		  ------                    -----------
		  3.1     Amended and Restated Articles of Incorporation 
(Exhibit 19.1 to Form 10-Q) (6)
		  3.2     Certificate of Amendment of the Amended and 
Restated Articles of Incorporation (Exhibit 3.2 to Form 10-K) (15)
		  3.3     Bylaws, as amended and restated (Exhibit 4.2 
to Form S-8) (10)
		  3.4     Certificate of Amendment of the Amended and
Restated Articles of Incorporation (Exhibit 4.1 to Form S-8) (23)
		  4.1     Reference is made to Exhibit 3.1 (Exhibit 4.1 
to Form 10-K) (15)
		  4.2     Indenture Agreement between 3Com Corporation 
and The First National Bank of Boston for the private placement of 
convertible subordinated notes dated as of November 1, 1994 (Exhibit 
5.2 to Form 8-K) (18)
		  4.3     Placement Agreement for the private placement 
of convertible subordinated notes dated November 8, 1994 (Exhibit 5.1 to
Form 8-K) (18) 
		  4.4     Amended and Restated Rights Agreement dated 
December 31, 1994 (Exhibit 10.27 to Form 10-Q) (19)
		  10.1    1983 Stock Option Plan, as amended (Exhibit 
10.1 to Form 10-K) (7)*
		  10.2    Amended and Restated Incentive Stock Option 
Plan (4)*
		  10.3    License Agreement dated March 19, 1981 (1)
		  10.4    First Amended and Restated 1984 Employee Stock 
Purchase Plan, as amended (Exhibit 19.1 to Form 10-Q) (8)*
		  10.5    Second Amended and Restated 1984 Employee 
Stock Purchase Plan*
		  10.6    License Agreement dated as of June 1, 1986 
(Exhibit 10.16 to Form 10-K) (3)
		  10.7    3Com Corporation Director Stock Option Plan, 
as amended (Exhibit 19.3 to Form 10-Q) (8)*
		  10.8    Amended 3Com Corporation Director Stock Option 
Plan*
		  10.9    Bridge Communications, Inc. 1983 Stock Option 
Plan, as amended (Exhibit 4.7 to Form S-8) (2)*
		  10.10   3Com Headquarters Lease dated December 1, 
1988, as amended (Exhibit 10.14 to Form 10-K) (7)
		  10.11   Ground Lease dated July 5, 1989 (Exhibit 
10.19 to Form 10-K) (5)
		  10.12   Sublease Agreement dated February 9, 1989 
(Exhibit 10.20 to Form 10-K) (5)
		  10.13   Credit Agreement dated April 21, 1993 
(Exhibit 10.11 to Form 10-K) (9)
		  10.14   Amendment to Credit Agreement (Exhibit 
10.20 to Form 10-Q) (14)
		  10.15   Second Amendment to Credit Agreement 
(Exhibit 10.21 to Form 10-Q) (14)
		  10.16   3Com Corporation Restricted Stock Plan 
dated July 9, 1991 (Exhibit 19.2 to Form 10-Q) (8)*
		  10.17   Amended 3Com Corporation Restricted Stock 
Plan*
		  10.18   Form of Escrow and Indemnification 
Agreement for Directors and Officers (Exhibit 10.15 to Form 10-Q) (11)
		  10.19   Agreement and Plan of Reorganization 
dated December 16, 1993 among 3Com Corporation, 3Sub Corporation and 
Synernetics, Inc. (Exhibit 7.1 to Form 8-K) (12)
		  10.20   Side Agreement Regarding Agreement and 
Plan of Reorganization dated January 14, 1993 among 3Com Corporation, 3Sub 
Corporation and Synernetics, Inc. (Exhibit 7.2 to Form 8-K) (12)
		  10.21   Agreement and Plan of Reorganization 
dated January 18, 1994 (Exhibit 7.2 to Form 8-K) (13)
		  10.22   Indemnification and Escrow Agreement 
dated February 2, 1994 (Exhibit 7.3 to Form 8-K) (13)
		  10.23   1994 Stock Option Plan (Exhibit 10.22 to 
Form 10-K) (15)*
		  10.24   Lease Agreement between BNP Leasing 
Corporation, as Landlord, and 3Com Corporation, as Tenant, effective as of 
July 14, 1994 (Exhibit 10.23 to Form 10-Q) (16)
		  10.25   Purchase Agreement between BNP Leasing 
Corporation and 3Com Corporation, dated July 14, 1994 (Exhibit 
10.24 to Form 10-Q) (16)
		  10.26   Asset Purchase Agreement dated September 
18, 1994 among 3Com Corporation, NiceCom, Ltd., and Nice Systems, 
Ltd. (Exhibit 7.1 to Form 8-K) (17)
		  10.27   First Amendment to Asset Purchase 
Agreement dated October 17, 1994 among 3Com Corporation, NiceCom, Ltd., and 
Nice Systems, Ltd. (Exhibit 7.2 to Form 8-K) (17)
		  10.28   Acquisition and Exchange Agreement dated 
March 22, 1995 among 3Com Corporation and Shareholders of Sonix 
Communications Limited (Exhibit 7.1 to Form 8-K) (20)
		  10.29   Agreement and Plan of Reorganization, 
dated March 21, 1995, by and among 3Com Corporation, Anuinui Acquisition 
Corporation and Primary Access Corporation (Appendix A to prospectus included
in Form S-4) (21) 
		  10.30   Amendment to Agreement and Plan of 
Reorganization, dated May 30, 1995 by and among 3Com Corporation, Anuinui 
Acquisition Corporation and Primary Access Corporation (Appendix A-1 
to prospectus included in Form S-4) (21)
		  10.31   Escrow Agreement, dated June 9, 1995 by and among
3Com Corporation, The First National Bank of Boston and Tench Coxe,
Kathryn C. Gould and William R. Stensrud as Shareholders' Agents (Exhibit
10.27 to Form S-4) (21)
		  10.32   Agreement and Plan of Merger dated as of
July 26, 1995 among 3Com Corporation, Chipcom Acquisition Corporation 
and Chipcom Corporation (Exhibit 2.1 to Form S-4) (22)

		  *Indicated 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 January 25, 1984 (File No. 2-89045)
		  (2)     Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-8 filed October 13, 1987 (File No. 33-17848)
		  (3)     Incorporated by reference to the corresponding
Exhibit or the Exhibit identified in parentheses previously filed as 
an Exhibit to Registrant's Form 10-K filed August 29, 1987 (File No. 0-12867) 
		  (4)     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)
		  (5)     Incorporated by reference to the corresponding
Exhibit or the Exhibit identified in parentheses previously filed as 
an Exhibit to Registrant's Form 10-K filed on August 28, 1989 (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 2, 1991 (File No. 0-12867)
		  (7)     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)
		  (8)     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)
		  (9)     Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 10-K filed
on August 27, 1993 (File No. 0-12867)
		  (10)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-8, filed on November 24, 1993 (File No. 33-72158)
		  (11)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
on January 14, 1994 (File No. 0-12867)
		  (12)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 8-K filed
on January 31, 1994 (File No. 0-12867)
		  (13)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 8-K filed
on February 11, 1994 (File No. 0-12867)
		  (14)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
on April 13, 1994 (File No. 0-12867)
		  (15)    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) 
		  (16)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
on October 16, 1994 (File No. 0-12867)
		  (17)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 8-K filed
on November 1, 1994 (File No. 0-12867)
		  (18)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 8-K filed
on November 16, 1994 (File No. 0-12867)
		  (19)    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)
		  (20)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Form 8-K filed
on May 16, 1995 (File No. 0-12867)
		  (21)    Incorporated by reference to the Exhibit or other
item identified in parentheses previously filed as an Exhibit to or included
in Registrant's Registration Statement on Form S-4, originally filed on 
March 23, 1995 (File No. 33-58203)
		  (22)    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 August 31, 1995 (File No. 33-62297)
		  (23)    Incorporated by reference to the Exhibit identified
in parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-8, filed on October 19, 1995 (File No. 33-63547)

	  (b)     Reports on Form 8-K

		  The Company filed one report on Form 8-K during the fiscal
		  quarter covered by this report as follows:

		  (i)     Report on Form 8-K filed on October 27, 1995,
			  reporting under Item 2 the completion of the
			  acquisition of Chipcom Corporation effective
			  October 13, 1995.






				 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 15, 1996         By: /s/ Christopher B. Paisley 
                            				     ------------------------------
		                               			 Christopher B. Paisley  
		                               			 Vice President Finance and
			                               		 Chief Financial Officer
		                               			 (Principal Financial Officer)