______________________________________________________________

                               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, 1997   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) 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, 1997, 354,562,107 shares of the Registrant's
Common Stock were outstanding.

This report contains a total of 27 pages of which this page is 
number 1.


______________________________________________________________




                              3Com Corporation

                              Table of Contents






PART I.         FINANCIAL INFORMATION

Item 1.		Financial Statements

		Consolidated Statements of Operations
		Three and Six Months Ended November 30, 1997 and 1996

		Consolidated Balance Sheets
                November 30, 1997 and May 31, 1997      

		Consolidated Statements of Cash Flows
                Six Months Ended November 30, 1997 and 1996     

                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              



3Com, AccessBuilder and U.S. Robotics are registered
trademarks of 3Com Corporation or its subsidiaries.  
CoreBuilder, HiPer, Total Control, and x2 are trademarks of 
3Com Corporation or its subsidiaries.






                        PART I.  FINANCIAL INFORMATION

Item 1.	Financial Statements

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

                                 Three Months Ended       Six Months Ended 
                                    November 30,            November 30,
                                 ------------------      ------------------
                                  1997        1996        1997        1996 
                                  ----        ----        ----        ----
Sales                          $1,220,253  $1,421,660  $2,821,115  $2,671,720

Cost of sales                     651,094     738,252   1,483,902   1,395,649
                                ---------   ---------   ---------   ---------

Gross margin                      569,159     683,408   1,337,213   1,276,071
                                ---------   ---------   ---------   ---------

Operating expenses:
  Sales and marketing             337,594     243,893     638,901     449,350
  Research and development        145,491     107,388     287,608     205,504
  General and administrative       70,507      55,256     133,096     102,565
  Purchased research and 
    development                        -       54,000          -       54,000
  Merger-related charges and other     -        6,600     426,000       6,600
                                ---------   ---------   ---------   ---------
    Total operating expenses      553,592     467,137   1,485,605     818,019
                                ---------   ---------   ---------   ---------

Operating income (loss)            15,567     216,271    (148,392)    458,052
Interest and other income, net      7,637       4,133      10,598       7,106
                                ---------   ---------   ---------   ---------

Income (loss) before income taxes  23,204     220,404    (137,794)    465,158
Income tax provision (benefit)      8,121     101,363      (6,057)    191,247
                                ---------   ---------   ---------   ---------

Net income (loss)              $   15,083  $  119,041  $ (131,737) $  273,911
                                =========   =========   =========   =========

 

Net income (loss) per common					
  and equivalent share:
    Primary                    $     0.04  $     0.34  $    (0.37) $     0.78
    Fully diluted              $     0.04  $     0.34  $    (0.37) $     0.77
                                =========   =========   =========   =========

Shares used in computing per share
  amounts:
    Primary                       365,085     353,657     353,529     352,814
    Fully diluted                 365,105     355,158     353,539     353,772
                                =========   =========   =========   =========

See notes to consolidated financial statements.






                               3Com Corporation
                          Consolidated Balance Sheets
                       (In thousands, except par values)
                                  (Unaudited)

                                                      November 30,   May 31,
                                                          1997        1997
                                                          ----        ----   
	
Current assets:
  Cash and equivalents                                 $  539,748  $  401,125
  Short-term investments                                  596,062     538,706
  Accounts receivable, net                                927,504   1,234,227
  Inventories, net                                        628,974     402,356
  Deferred income taxes                                   296,337     165,731
  Other                                                   111,289      94,419
                                                        ---------   ---------
    Total current assets                                3,099,914   2,836,564

Property and equipment, net                               743,195     723,962
Deposits and other assets                                  80,093     112,644
                                                        ---------   ---------
  Total assets                                         $3,923,202  $3,673,170
                                                        =========   =========

Current liabilities:
  Short-term debt                                      $  110,000  $   60,700
  Accounts payable                                        327,862     345,304
  Other accrued liabilities                               878,944     477,393
  Income taxes payable                                     22,533     212,416
                                                        ---------   ---------
    Total current liabilities                           1,339,339   1,095,813

Long-term obligations                                      46,717     170,457
Deferred income taxes                                      60,685      25,858

Stockholders' equity:
  Preferred stock, no par value, 10,000 shares
    authorized; none outstanding                               -           -  
  Common stock, $.01 par value, 990,000 shares 
    authorized; shares outstanding:  November 30, 1997:
    354,562; May 31, 1997:  334,558                     1,564,586   1,178,359
  Retained earnings                                       917,755   1,209,861
  Unrealized gain on investments, net                         536       2,320
  Unamortized restricted stock grants                      (4,912)     (5,165)
  Accumulated translation adjustments                      (1,504)     (4,333)
                                                        ---------   ---------  
    Total stockholders' equity                          2,476,461   2,381,042
                                                        ---------   ---------
    Total liabilities and stockholders' equity         $3,923,202  $3,673,170
                                                        =========   =========


See notes to consolidated financial statements.






                              3Com Corporation
                    Consolidated Statements of Cash Flows
                           (Dollars in thousands)
                                 (Unaudited)

                                                           Six Months Ended
                                                             November 30,
                                                           ----------------
                                                           1997       1996
                                                           ----       ----
	
Cash flows from operating activities:
  Net income (loss)                                    $ (131,737) $  273,911
  Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:
    Depreciation and amortization                         107,009      90,266
    Deferred income taxes                                (113,642)     (1,552)
    Pooling of interests:  OnStream                            -        4,850
                           U.S. Robotics                 (139,685)     71,632
    Purchased research and development                         -       54,000
    Changes in assets and liabilities, net of effects of acquisitions:
      Accounts receivable                                 306,723    (325,432)
      Inventories                                        (265,218)     12,682
      Other current assets                                (20,630)    (24,056)
      Accounts payable                                    (17,442)     50,246
      Other accrued liabilities                           142,794      66,294
      Income taxes payable                                (39,524)    133,747
      Merger-related reserves                             426,000          -
                                                        ---------   ---------

Net cash provided by operating activities                 254,648     406,588
                                                        ---------   ---------

Cash flows from investing activities:
  Purchase of short-term investments                     (269,631)   (225,283)
  Proceeds from short-term investments                    209,603     191,458
  Purchase of property and equipment                     (193,041)   (219,389)
  Business acquired in purchase transaction                    -      (66,547)
  Other, net                                              (25,418)    (32,866)
                                                        ---------   ---------

Net cash used for investing activities                   (278,487)   (352,627)
                                                        ---------   ---------

Cash flows from financing activities:
  Issuance of common stock                                234,110      48,237
  Repayments of long-term obligations                     (71,704)     (1,272)
  Proceeds from long-term obligations                          -       32,500
  Other, net                                                   56         (44)
                                                        ---------   ---------

Net cash provided by financing activities                 162,462      79,421
                                                        ---------   ---------

Increase in cash and equivalents                          138,623     133,382
Cash and equivalents, beginning of period                 401,125     233,573
                                                        ---------   ---------

Cash and equivalents, end of period                    $  539,748  $  366,955
                                                        =========   =========

Non-cash financing and investing activities:
  Tax benefit on stock option transactions             $  131,351  $   73,554
                                                        =========   =========
  Unrealized gain (loss) on investments, net           $   (1,784) $    1,923
                                                        =========   =========


See notes to consolidated financial statements.






                              3Com Corporation
                 Notes to Consolidated Financial Statements


1.	Basis of Presentation

	On June 12, 1997, 3Com Corporation (the Company) 
completed the merger with U.S. Robotics Corporation (U.S. 
Robotics), which was accounted for as a pooling-of-
interests.  All financial data 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 U.S. Robotics 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, 1997, and 
the results of operations and cash flows for the three 
and six months ended November 30, 1997 and 1996.

	On June 1, 1997, the Company adopted a 52-53 week 
fiscal year ending on the Sunday nearest to May 31, which 
for fiscal 1998 will be May 31, 1998.  The Company does 
not expect this change to have a material impact on the 
Company's financial statements.  The results of 
operations for the three and six months ended November 
30, 1997 may not necessarily be indicative of the results 
to be expected for the fiscal year ending May 31, 1998.  
These 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, 1997.


2.	Inventories, net consisted of (in thousands):

                                                      November 30,   May 31,
                                                          1997        1997
                                                          ----        ----

        Finished goods                                 $  459,692  $  262,023
        Work-in-process                                    53,620      35,462
        Raw materials                                     115,662     104,871
                                                        ---------   ---------

        Total                                          $  628,974  $  402,356
                                                        =========   =========


3.	Net Income (Loss) Per Common and Equivalent Share

	Net income (loss) 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.  Common equivalent shares were not included in 
the calculation of earnings per share as they were 
antidilutive for the six months ended November 30, 1997.  
The effect of the assumed conversion of the 10.25 percent 
convertible subordinated notes was antidilutive for all 
periods presented.


4.	Business Combination

On June 12, 1997 the Company merged with U.S. Robotics, a 
leading supplier of products and systems for accessing 
information across the wide area network, including 
modems and remote access products. The Company issued 
approximately 158 million shares of its common stock in 
exchange for the outstanding common stock of U.S. 
Robotics.  The Company also assumed and exchanged all 
options to purchase U.S. Robotics' stock for options to 
purchase approximately 31 million shares of the Company's 
common stock.  The transaction was accounted for as a 
pooling-of-interests.  Fiscal 1998 will include the 
results of the combined operations for the 12 months 
commencing on June 1, 1997.

All financial data of the Company presented herein have 
been restated to include the historical financial 
information of U.S. Robotics.  The combined balance sheet 
as of May 31, 1997 includes the U.S. Robotics balance 
sheet as of March 30, 1997. Results of operations of U.S. 
Robotics for the two months ended May 25, 1997, 
comprising the first eight weeks of what would otherwise 
have been a 13-week quarter, reflected sales of $15.3 
million and a net loss of $160.3 million. Sales for this 
period principally reflected the following factors:  the 
historical non-linear sales pattern of U.S. Robotics, in 
which sales were relatively low in the first two months 
and significantly higher in the third month of a quarter; 
efforts to reduce levels of channel inventory; a 
provision for estimated returns, resulting from higher 
returns, relative to both historical and anticipated 
levels; and, to a lesser extent, a provision for price 
protection.   The net loss for the period, primarily 
reflecting the factors affecting sales discussed above 
and the relative linearity of operating expenses, was 
recorded as a decrease to the Company's retained earnings 
balance as of June 1, 1997.

The consolidated statements of operations and cash flows 
for the three and six months ended November 30, 1996 
include the U.S. Robotics statements of earnings and cash 
flows for the three and six months ended September 29, 
1996.  The following information has been prepared for 
comparative purposes only and does not purport to be 
indicative of what would have occurred had this 
transaction not been effected on the date indicated above 
or of results which may occur in the future.  Per share 
data are presented after adjustment for the exchange of 
1.75 shares of 3Com Common Stock for each share of U.S. 
Robotics common stock.


                                         Three Months Ended  Six Months Ended
                                            November 30,       November 30,     
                                                1996               1996
                                         ------------------  ----------------
                          (Unaudited.  In thousands, except per share amounts)

Sales:
3Com                                         $  820,296         $1,530,436
U.S. Robotics                                   611,410          1,158,195
Reclassifications to conform
  financial statement presentation              (10,046)           (16,911)
Combined                                     $1,421,660         $2,671,720

Net income:
3Com                                         $  105,569         $  197,141
U.S. Robotics                                    13,472             76,770
Combined                                     $  119,041         $  273,911

Net income per common and equivalent share 
  (on a fully diluted basis):
3Com                                         $     0.56         $     1.06
U.S. Robotics                                      0.08               0.45
Combined                                     $     0.34         $     0.77

The accompanying historical financial information as of 
May 31, 1997 and for the three and six months ended 
November 30, 1996 excludes the effect of conforming the 
two companies' fixed asset capitalization policies, which 
had reduced retained earnings by $41.4 million at May 31, 
1997, as previously described in the Company's Form 10-Q 
for the quarter ended August 31, 1997.  In preparing the 
Form 10-Q for the quarter ended November 30, 1997, the 
Company determined that this change was not appropriate.  
Eliminating this change did not have a material impact on 
the Company's consolidated financial statements.

As a result of the merger, the Company recorded charges 
of $426 million during the first quarter of fiscal 1998.  
These charges include approximately $364 million of 
integration expenses, $42 million of direct transaction 
costs (consisting primarily of investment banking and 
other professional fees) and $20 million of other merger 
charges.  Integration expenses included:

-  $105 million primarily associated with the 
elimination and phase-out of duplicate wide area 
networking and PC Card products (i.e., 3Com's 
AccessBuilder (Registered Trademark) 2000, 4000, 5000 and 8000
products and U.S. Robotics'(Registered Trademark) TOTALswitch,
ATM switch, LANLinker switch and related small office home
office products,and Combo and LAN PC Cards), and the
discontinuance of U.S. Robotics' telephony products.  The
provision includes an estimate for replacement of installed 
AccessBuilder 5000 and 8000 products, inventory write-
offs associated with the discontinued products listed 
above, and estimated returns of discontinued products 
from the distribution channel;
-  $92 million associated with certain long-term 
assets, primarily including duplicate finance, 
manufacturing, human resource and other management 
information systems, capitalized purchased research and 
development costs in connection with a discontinued 
product, and goodwill related to certain duplicate 
international distribution operations;
-  $81 million related to the closure and elimination 
of duplicate owned and leased facilities, primarily 
corporate headquarters and domestic and European sales 
offices;
-  $70 million for severance and outplacement costs 
related to the merger.  Employee groups impacted by the 
merger include personnel involved in duplicate 
corporate services, manufacturing and logistics, 
product organizations and sales; and
-  $16 million related to an obligation under a 
noncancelable research and development funding 
contract, elimination of certain duplicate Asian 
distribution operations, and repayment of a government 
research grant associated with the discontinuance of 
duplicate products.

	The remaining merger-related accrual at November 30, 
1997 was approximately $324 million.  Total expected cash
expenditures relating to the merger charge are estimated to
be approximately $193 million, of which approximately $64 million
was disbursed prior to November 30, 1997.  Termination 
benefits paid to 561 employees terminated through 
November 30, 1997 (approximately 56 percent of the total 
planned severances) were approximately $29 million.  The 
remaining severance and outplacement amounts are expected 
to be paid within the next nine months.


5.	Litigation

The Company is a party to lawsuits in the normal course 
of its business.  The Company notes that (i) litigation 
in general and patent 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.

Securities Litigation

In December 1997 and January 1998, several putative 
shareholder class action lawsuits were filed against the 
Company and certain of its officers and directors in the 
United States District Court for the Northern District of 
Illinois and in the United States District Court for the 
Northern District of California.  The complaints allege 
violations of the federal securities laws, specifically 
Sections 10(b) and 20(a) of the Securities and Exchange 
Act of 1934.  The complaints allege class periods between 
May 19, 1997 and November 14, 1997 and do not specify the 
damages sought.  The Company believes it has meritorious 
defenses to the claims and intends to contest the 
lawsuits vigorously.  An unfavorable resolution of the 
actions could have a material adverse effect on the 
business, results of operations or financial condition of 
the Company.

U.S. Robotics, certain of its directors, and the Company 
were named as defendants in shareholder class actions 
relating to the merger between the Company and U.S. 
Robotics.  (In re: U.S. Robotics Corporation Shareholders 
Litigation, Delaware Chancery Court Consolidated Civil 
Action No.   15580). On October 7, 1997, all claims 
related to such suits were settled pursuant to a 
settlement approved by the Delaware Chancery Court.  
Results of the settlement did not have a material effect 
on the Company's results of operations or financial 
condition.

On March 24, and May 5, 1997, putative shareholder class 
action lawsuits, entitled Hirsch v. 3Com Corporation, et 
al., Civil Action No. CV764977, and Kravitz v. 3Com 
Corporation, et al., Civil Action No. CV765962, 
respectively, were filed against the Company and certain 
of its officers and directors in the California Superior 
Court, Santa Clara County (the Superior Court).   
Following resolution of a demurrer filed by the Company, 
the remaining causes of action in the  complaints allege 
violations of the state securities laws, specifically 
sections 25400 and 25500 of the California Corporations 
Code. The complaints, which cover a putative period of 
September 24, 1996 through February 10, 1997, do not 
specify the damages sought. The Company believes it has 
meritorious defenses to the claims and intends to contest 
the lawsuits vigorously.  An unfavorable resolution of 
the actions could have a material adverse effect on the 
business, results of operations or financial condition of 
the Company.

Intellectual Property Litigation

In September 1997, Livingston Enterprises, Inc. 
(Livingston) filed suit against U.S. Robotics in the 
United States District Court for the Northern District of 
California (Livingston Enterprises, Inc. v. U.S. Robotics 
Access Corporation, Case No. C-97-3551(CRB)), claiming 
copyright infringement, misappropriation of trade 
secrets, breach of contract and unfair competition with 
respect to certain software code previously licensed to 
U.S. Robotics for incorporation in certain of its remote 
access server and concentrator products.  Livingston 
seeks injunctive relief and damages that are not 
specified as to amount.  The Company believes it has 
meritorious defenses to Livingston's claims and intends 
to contest the lawsuit vigorously.  In September 1997, 
Livingston filed a separate action in the same federal 
court (Livingston Enterprises, Inc. v. U.S. Robotics 
Access Corporation, Case No. C-97-3487 (CRB)) seeking a 
declaratory judgment to the effect that one of U.S. 
Robotics' U.S. patent is invalid and not infringed by 
Livingston's products, as well as unspecified damages.  
U.S. Robotics has answered this complaint and filed 
counterclaims alleging infringement of such patent by 
Livingston. An unfavorable resolution of the action could 
have a material adverse effect on the business, results 
of operations or financial condition of the Company.

On April 26, 1997, Xerox Corporation filed suit against 
U.S. Robotics in the United States District Court for the 
Western District of New York (Xerox Corporation v. U.S. 
Robotics Corporation and U.S. Robotics Access 
Corporation, No. 97-CV-6182T), claiming infringement of 
one United States Patent related to handwriting 
recognition.  The complaint alleges willful infringement 
and prays for unspecified damages and injunctive relief.  
The Company believes it has meritorious defenses to the 
claims and intends to contest the lawsuit vigorously.  An 
unfavorable resolution of the action could have a 
material adverse effect on the business, results of 
operations or financial condition of the Company.

On February 13, 1997, Motorola, Inc. filed suit against 
U.S. Robotics in the United States District Court for the 
District of Massachusetts (Motorola, Inc. v. U.S. 
Robotics Corporation, et al., Civil Action No. 97-
10339RCL), claiming infringement of eight United States 
patents.  The complaint alleges willful infringement and 
prays for unspecified damages and injunctive relief.  
U.S. Robotics has filed an answer to Motorola's claims 
setting forth its defenses and asserting counterclaims 
which allege infringement of a U.S. Robotics patent, 
violation of antitrust laws, promissory estoppel and 
unfair competition.  The Company believes it has 
meritorious defenses to the claims and intends to contest 
the lawsuit vigorously.  An unfavorable resolution of the 
action could have a material adverse effect on the 
business, results of operations or financial condition of 
the Company.

Consumer Litigation

During 1997, three putative class action lawsuits 
were filed against the Company or its subsidiary, U.S. 
Robotics in the state courts of California and Illinois.  
Each of the actions seeks damages as a result of alleged 
misrepresentations by the Company or U.S. Robotics in 
connection with the sale of its new x2TM products and 
products upgradeable to x2 under various California and 
Illinois consumer fraud statutes and under common law 
theories including fraud and negligent misrepresentation.  
Plaintiffs in Bendall, et al. v. U.S. Robotics 
Corporation, et al., (No. 170441, Superior Court of Marin 
County, California), Lippman, et al v. 3Com, (No. 97 CH 
09773, Circuit Court of Cook County, Illinois), and 
Michaels, et al. v. U.S. Robotics Access Corporation et 
al., (No. 94 CH 14417, Circuit Court of Cook County, 
Illinois) seek certification respectively of nationwide 
classes of purchasers of x2 technology during the 
approximate period November 1996 through at least May 
1997.  U.S. Robotics' motion to dismiss the Bendall 
action is presently pending; the Lippman action presently 
is stayed, and a responsive pleading is not yet due in 
the Michaels action.  The complaints seek injunctive 
relief and an unspecified amount of damages.  Two other 
actions purporting to be brought in the public interest 
have also been filed against U.S. Robotics in state court 
in California under California statutes arising out of 
U.S. Robotics alleged misrepresentation in connection 
with the sale of the x2 products.  Levy v. U.S. Robotics 
Corporation, (No. 170968, Superior Court of Marin County, 
California) and Intervention Inc. v. U.S. Robotics 
Corporation, (No. 984352, Superior Court of San 
Francisco, California) seek injunctive and unspecified 
monetary relief.  The Company believes it has meritorious 
defenses to these lawsuits and intends to contest the 
lawsuits vigorously. An unfavorable resolution of the 
actions could have a material adverse effect on the 
business, results of operations or financial condition of 
the Company.

6.	Effects of Recent Accounting Pronouncements

	In February 1997, the Financial Accounting Standards 
Board (FASB) issued Statement of Financial Accounting 
Standards No. 128 (SFAS 128), "Earnings per Share."  This 
Statement establishes and simplifies standards for 
computing and presenting earnings per share.  SFAS 128 
will be effective for the Company's third quarter of 
fiscal 1998, and requires restatement of all previously 
reported earnings per share data that are presented.  
Early adoption of this Statement is not permitted.  SFAS 
128 replaces primary and fully diluted earnings per share 
with basic and diluted earnings per share.  The Company 
expects that basic earnings per share amounts will be 
accretive compared to the Company's primary earnings per 
share amounts, and diluted earnings per share amounts 
will not be materially different from the Company's fully 
diluted earnings per share amounts.

	In June 1997, the FASB issued SFAS 130, "Reporting 
Comprehensive Income."  This statement establishes 
standards for the reporting and display of comprehensive 
income and its components.  SFAS 130 will be effective 
for the Company's fiscal year 1999 and requires 
reclassification of financial statements for earlier 
periods for comparative purposes.

	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 is effective for the 
Company's fiscal year 1999 and requires restatement of 
all previously reported information for comparative 
purposes.  


7.	Subsequent Events

On December 17, 1997, the Company's Board of Directors 
approved the repricing of certain employee stock options 
with an exercise price in excess of the fair market value 
of the Company's common stock on January 12, 1998.  The 
exercise price of such employee stock options was reset 
to the closing market price on January 12, 1998.  All 
such options retain their original vesting schedules but 
are subject to a nine-month period in which exercises are 
prohibited.  Stock options held by executive officers and 
directors were not eligible for such repricing.

On December 23, 1997, the Company redeemed its 
convertible subordinated notes totaling $110 million.  
Under the terms of the note agreement, cash payments 
related to principal, accrued interest and prepayment 
penalties totaled approximately $115 million.






                             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 consolidated statements of 
operations:


                                     Three months ended      Six months ended 
                                        November 30,           November 30,
                                     ------------------      ----------------
                                       1997      1996          1997    1996
                                       ----      ----          ----    ----

Sales                                  100.0%    100.0%        100.0%  100.0%
Cost of sales                           53.4      51.9          52.6    52.2
                                       -----     -----         -----   -----
Gross margin                            46.6      48.1          47.4    47.8
Operating expenses:
  Sales and marketing                   27.7      17.2          22.6    16.8
  Research and development              11.9       7.6          10.2     7.7
  General and administrative             5.8       3.9           4.7     3.8
  Purchased research
    and development                        -       3.8             -     2.0
  Merger-related charges                   -       0.4          15.2     0.3
    and other                          -----     -----         -----   -----
    Total operating expenses            45.4      32.9          52.7    30.6
                                       -----     -----         -----   -----
Operating income (loss)                  1.2      15.2          (5.3)   17.2
Interest and other income, net           0.6       0.3           0.4     0.2
                                       -----     -----         -----   -----
Income (loss) before income taxes        1.8      15.5          (4.9)   17.4
Income tax provision (benefit)           0.6       7.1          (0.2)    7.1
                                       -----     -----         -----   -----
Net income (loss)                        1.2%      8.4%         (4.7)%  10.3%
                                       =====     =====         =====   =====

Excluding merger-related charges:
  Total operating expenses              45.4%     28.6%         37.6%   28.3%
  Operating income                       1.2      19.5           9.8    19.4
  Net income                             1.2      12.6           6.6    12.5

	Sales in the second quarter of fiscal 1998 totaled $1.2 
billion, a decrease of $201.4 million or 14 percent from the 
corresponding quarter a year ago.  Sales of network systems 
products (e.g., switches, routers, hubs, and remote access 
concentrators) in the second quarter of fiscal 1998 decreased 
two percent from the same quarter one year ago and decreased 
13 percent compared to the first quarter of fiscal 1998.  
Sales of network systems products represented 51 percent of 
total sales in the second quarter of fiscal 1998, compared to 
44 percent in the year ago quarter.  Sales of client access 
products (e.g., modems and network interface cards [NICs]) in 
the second quarter of fiscal 1998 decreased 24 percent from 
the same quarter one year ago and 32 percent from the first 
quarter of fiscal 1998.  Sales of client access products in 
the second quarter of fiscal 1998 represented 49 percent of 
total sales compared to 56 percent in the second quarter of 
fiscal 1997.  Domestic sales represented 58 percent of total 
sales for the second quarter of fiscal 1998.  Domestic and 
international sales decreased 16 percent and 11 percent, 
respectively when compared to the second quarter of fiscal 
1997.  The Company also experienced a sequential decline from 
the first quarter of fiscal 1998 in domestic and international 
sales of 21 percent and 28 percent, respectively.

	Sales in the first six months of fiscal 1998 totaled $2.8 
billion, an increase of $149.4 million or six percent from the 
corresponding period a year ago.  Sales of network systems 
products in the first six months of fiscal 1998 increased 15 
percent from the same period one year ago, and represented 47 
percent of total sales, compared to 44 percent in the year ago 
period.  Sales of client access products in the first six 
months of fiscal 1998 decreased 2 percent from the same period 
one year ago, and represented 53 percent of total sales, 
compared to 56 percent in the first six months of fiscal 1997.  
Domestic sales for the first six months of fiscal 1998 
comprised 56 percent of total sales compared to 60 percent in 
the same period a year ago.  Domestic sales decreased one 
percent while international sales increased 16 percent when 
compared to the first six months of fiscal 1997.  During the 
quarter, the Company began transitioning to next generation 
platforms across several major product categories.  For 
example, the Company introduced and began shipping new 
CoreBuilderTM High-Function Switches and began shipping the 
Total ControlTM HiPerTM Access System.  In addition, the 
pricing environment continued to be very competitive, and 
although the Company experienced significant year-over-year 
unit growth in key products such as Fast Ethernet NICs and 
workgroup switches, these gains were partially offset by 
declines in average selling prices.

	The Company believes that the year-over-year decrease in 
second quarter sales and the sequential decrease in sales from 
the first quarter of fiscal 1998 is due to a variety of 
factors, including those discussed below.

	In light of information received late in the second 
quarter, the Company adopted a new inventory business model.  
The new model generally calls for fewer weeks supply of 
inventory in the channel.  In order to begin implementing the 
new model, the Company constrained sales into its distribution 
channels.  The Company made progress during the second quarter 
in implementing the new model.

	The Company believes another factor affecting sales, in 
particular modem and remote access concentrator sales, was the 
failure of the International Telecommunications Union (ITU) to 
determine a standard for 56 Kbps technology.  The Company 
believes that the delay in finalizing such standards resulted 
in customers postponing buying decisions.

	During the second quarter of fiscal 1998, sales in the 
Asia Pacific region compared to the second quarter of fiscal 
1997 and the first quarter of fiscal 1998 decreased five 
percent and 32 percent, respectively.  Historically, the Asia 
Pacific region had been a high growth region for the 
networking industry and the Company.  During the second 
quarter of fiscal 1998, however, several Asian countries 
experienced a weakening of their local currencies and turmoil 
in their financial markets and institutions, which the Company 
believes adversely affected financial results for the second 
quarter of fiscal 1998.

	An additional factor affecting second quarter results was 
an apparent slowdown in the growth of the networking industry.  
Recent reports by industry sources indicated that the 
networking industry worldwide grew by less than 20 percent 
during 1997, well below historical growth rates.

	Gross margin as a percentage of sales was 46.6 percent in 
the second quarter of fiscal 1998, compared to 48.1 percent in 
the second quarter of fiscal 1997 and 48.0 percent in the 
first quarter of fiscal 1998.  The decline in margins during 
the second quarter of fiscal 1998 resulted, in part, from 
period costs being a higher percentage of sales.  Margins also 
reflected a higher mix of certain NICs and workgroup switching 
products which have lower margins than other NICs and 
workgroup switching products.  These factors were partially 
offset by an increased mix of higher margin modem products, 
such as the U.S. Robotics brand 56 Kbps modem with x2 
technology.  Gross margin as a percentage of sales was 47.4 
percent in the first six months of fiscal 1998, compared to 
47.8 percent for the first six months of fiscal 1997.

	Operating expenses in the second quarter of fiscal 1998 
were $553.6 million or 45.4 percent of sales, compared to 
$467.1 million or 32.9 percent of sales in second quarter of 
fiscal 1997 and $932.0 million or 58.2 percent of sales in the 
first quarter of fiscal 1998.  Operating expenses in the first 
six months of fiscal 1998 were $1,485.6 million or 52.7 
percent of sales, compared to $818.0 million or 30.6 percent 
of sales in first six months of fiscal 1997.  Operating 
expenses as a percentage of sales were higher than historical 
levels primarily due to the reduced level of sales for the 
second quarter of fiscal 1998, as discussed above.  Excluding 
charges of $54.0 million for purchased research and 
development associated with U.S. Robotics' acquisition of 
Scorpio Communications, Ltd. (Scorpio) and a charge of $6.6 
million associated with 3Com's acquisition of OnStream 
Networks, Inc. (OnStream), operating expenses would have 
increased 36 percent from $406.5 million or 28.6 percent of 
sales in the second quarter of fiscal 1997 and would have 
increased 40 percent from $757.4 million or 28.3 percent of 
sales in the first six months of fiscal 1997.  Excluding the 
pre-tax merger-related charge of $426.0 million related to the 
merger with U.S. Robotics, operating expenses for the first 
quarter of fiscal 1998 were $506.0 million, or 31.6 percent of 
sales and $1,059.6 million, or 37.6 percent of sales for the 
first six months of fiscal 1998.

	Sales and marketing expenses in the second quarter of 
fiscal 1998 increased $93.7 million or 38 percent from the 
second quarter of fiscal 1997 and $36.3 million or 12 percent 
from the first quarter of fiscal 1998.  Sales and marketing 
expenses as a percentage of sales increased to 27.7 percent of 
sales in the second quarter of fiscal 1998, from 17.2 percent 
in the corresponding fiscal 1997 period and 18.8 percent in 
the first quarter of fiscal 1998.  Sales and marketing 
expenses in the first six months of fiscal 1998 increased 
$189.6 million or 42 percent from the first six months of 
fiscal 1997.  The increase in absolute dollars primarily 
reflected an increase in field sales, marketing and customer 
support.  

	Research and development expenses in the second quarter 
of fiscal 1998 increased $38.1 million or 35 percent from the 
year-ago period, and $3.4 million or 2 percent from the first 
quarter of fiscal 1998.  Research and development expenses 
increased to 11.9 percent of total sales in the second quarter 
of fiscal 1998, compared to 7.6 percent in second quarter of 
fiscal 1997 and 8.9 percent in the first quarter of fiscal 
1998.  Research and development expenses in the first six 
months of fiscal 1998 increased $82.1 million or 40 percent 
from the year-ago six-month period.  The increase in research 
and development expenses in absolute dollars was primarily 
attributable to the cost of developing the Company's new 
products, primarily client access, switching, and network 
management, and its expansion into new technologies and 
markets.  The Company believes the timely introduction of new 
technologies and products is crucial to its success, and plans 
to continue to make acquisitions or strategic investments to 
accelerate time to market where appropriate.

	General and administrative expenses in the second quarter 
of fiscal 1998 increased $15.3 million or 28 percent from the 
same period a year ago, and $7.9 million or 13 percent from 
the first quarter of fiscal 1998.  General and administrative 
expenses increased to 5.8 percent of total sales in the second 
quarter of fiscal 1998, compared to 3.9 percent in the second 
quarter of fiscal 1997 and the first quarter of fiscal 1998.  
General and administrative expenses in the first six months of 
fiscal 1998 increased $30.5 million or 30 percent from the 
same period a year ago.  The increase in general and 
administrative expenses in absolute dollars primarily 
reflected an expansion of the Company's infrastructure.

	Interest and other income, net increased $3.5 million or 
85 percent compared to the second quarter of fiscal 1997 and 
$4.7 million compared to the first quarter of fiscal 1998.  
Interest and other income, net increased approximately $3.5 
million in the first six months of fiscal 1998 compared to the 
first six months of fiscal 1997.  Such increases were due to 
higher interest income in the second quarter of fiscal 1998 
and lower foreign currency losses.  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 certain balance sheet exposures and 
intercompany balances against future movements in foreign 
exchange rates.

	The Company's effective income tax rate was approximately 
35.0 percent in the second quarter of fiscal 1998 compared to 
46.0 percent in the second quarter of fiscal 1997.  Excluding 
the purchased research and development and merger-related 
charges associated with Scorpio and OnStream, the pro forma 
income tax rate was 36.1 percent for the second quarter of 
fiscal 1997.  The Company's effective income tax rate on the 
pre-tax loss of $137.8 million was a benefit of 4.4 percent in 
the first six months of fiscal 1998 compared to an effective 
rate of approximately 41.1 percent in the first six months of 
fiscal 1997.  Excluding the pre-tax merger-related charge 
associated with U.S. Robotics, which was not fully deductible, 
the pro forma income tax rate was 35.0 percent for the first 
six months of fiscal 1998.  Excluding the purchased research 
and development and merger-related charges associated with 
Scorpio and OnStream, the pro forma income tax rate was 36.4 
percent for the first six months of fiscal 1997.

	Net income for the second quarter of fiscal 1998 was 
$15.1 million, or $0.04 per share, compared to net income of 
$119.0 million, or $0.34 per share, for the second quarter of 
fiscal 1997.  Excluding the purchased research and development 
and merger-related charges associated with Scorpio and 
OnStream, net income was $179.6 million, or $0.51 per share 
for the second quarter of fiscal 1997.  Net loss for the first 
six months of fiscal 1998 was $131.7 million, or $0.37 per 
share, compared to net income of $273.9 million, or $0.77 per 
share, for the first six months of fiscal 1997.  Excluding the 
merger-related charge associated with U.S. Robotics, net 
income was $187.3 million, or $0.52 per share for the first 
six months of fiscal 1998.  Excluding the purchased research 
and development and merger-related charges associated with 
Scorpio and OnStream, net income was $334.5 million, or $0.95 
per share for the first six months of fiscal 1997.


Business Environment and Risk Factors

	This report contains certain forward looking statements, 
including statements regarding future trends in market growth, 
sales, gross margins, and inventory levels.  Actual results 
could vary materially based on a number of factors, including 
but not limited to those set forth below.

	The Company participates in a highly volatile industry 
which is characterized by vigorous competition for market 
share, rapid technological development, consolidations, and 
uncertainty over adoption of industry standards.  This has in 
the past resulted and could in the future result in aggressive 
pricing practices and increased competition, both from start-
up companies and from well-capitalized computer systems, 
communications and other major technology companies.  For 
example, in the third quarter of fiscal 1997, a major 
competitor reduced its average selling prices on Fast Ethernet 
NIC products by approximately 40 percent.  The Company 
immediately responded with similar price cuts.  As a result, 
the Company experienced a significant downward pressure on 
this product's gross margin and an accelerated transition from 
10 Mbps Ethernet to Fast Ethernet NICs.  In addition, as new 
competitors enter the market and offer competing products, 
pricing may be affected.  The Company believes there is a risk 
of downward pricing pressure on the Company's products, 
including products incorporating 56 Kbps modem technology.  
Pricing pressure intensified across a variety of the Company's 
products during the second quarter of fiscal 1998, and may 
intensify in coming quarters.

	Recently, market researchers have reported slower 
industry growth worldwide in calendar 1997 than in the past.  
Although market researchers generally forecast a small 
increase in networking growth rates in calendar 1998 from 1997 
levels, there can be no assurance that this will occur.  
Similarly, there can be no assurances that the Company's 
results in any particular quarter will fall within market 
researchers' forecasted ranges.

	The Company sells a significant portion of its products 
to distributors and resellers. In turn, such distributors and 
resellers maintain significant levels of the Company's 
products in their inventories.  The Company attempts to ensure 
appropriate levels of inventory are available to end users by 
working closely with these resellers and distributors. In 
light of information received late in the second quarter, the 
Company adopted a new inventory business model.  The new model 
generally calls for fewer weeks supply of inventory in the 
channel.  In order to begin implementing the new model, the 
Company constrained sales into its distribution channels.  The 
Company made progress during the second quarter in 
implementing the new model.  However, the Company anticipates 
that the full implementation of the new inventory business 
model will require additional reductions in channel inventory 
during the third quarter and possibly beyond.  Such reductions 
could adversely affect the Company's sales and results of 
operations.

	The Company distributes a significant portion of its 
products through third party distributors and resellers.  Due 
to consolidation in the distribution and reseller channels and 
the Company's increased volume of sales into these channels, 
the Company has experienced an increased concentration of 
credit risk.  While the Company continually monitors and 
manages this risk, financial difficulties on the part of one 
or more of the Company's resellers may have a material adverse 
effect on the Company's results of operations.

	The Company's operations in certain markets, which are 
characterized by economic and political instability and 
currency fluctuations, may subject the Company's resellers to 
financial difficulties which may have an adverse impact on the 
Company.  For example, the recent instability in the Asian 
financial markets appears to have negatively impacted sales, 
and may continue to negatively impact sales in those markets 
in a number of ways, including: increasing competition from 
local competitors that offer sales terms in local currencies, 
reducing access to sources of capital needed by customers to 
make purchases, and slowing end user purchases.  Should the 
Asian economic environment fail to improve, the Company would 
consider continuing to expand its exposure to foreign 
currencies to preserve long-term customer relationships.  A 
significant fluctuation in foreign currency could have an 
adverse impact on the Company.  Finally, the aforementioned 
instability may increase credit risks as the recent weakening 
of certain Asian currencies may result in insolvencies or 
otherwise impair customers' ability to repay existing 
obligations.  Depending on the situation in Asia in coming 
quarters, any or all of these factors could adversely impact 
the Company's financial results in future quarters.

	Typically, quarterly sales and results of operations 
depend on the volume and timing of orders, and the ability to 
fulfill them within the quarter.  The Company's customers 
historically request fulfillment of orders in a short period 
of time, resulting in a minimal backlog and limited visibility 
to future sales trends.  Should incoming order rates decline, 
if ordered products are not readily available, or if the 
Company does not immediately fill orders in an attempt to 
further reduce channel inventory levels, the Company's results 
of operations could be adversely affected.  

	The Company historically has sold a large percentage of 
its products in the third month of each quarter.  This 
subjects the Company to additional business risks due to 
unexpected disruptions in functions, including but not limited 
to manufacturing, order management, information systems and 
shipping, which could have an adverse affect on the Company's 
results of operations.

	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 
network communications, or in market demand for products based 
on a particular technology, or entry by new competitors, could 
lead to a slowdown in sales of certain products, and 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 standards and high-speed technologies, such as: Fast 
Ethernet, Gigabit Ethernet, ATM, 56 Kbps, ISDN, xDSL and data-
over-cable.  As the industry standardizes on high-speed 
technologies, there can be no assurance that the Company will 
be able to respond promptly and cost-effectively to compete in 
the marketplace.

	The Company's success depends, in substantial part, on 
the adoption of industry standards, the timely and successful 
introduction of products that are compliant with new industry 
standards, and the Company's ability to address competing 
technological and product developments.  Delays in adoption of 
industry standards or adoption of standards incorporating 
competing technologies or competitors' intellectual property 
could adversely affect the Company's sales or operating 
margins.  In December, a technical compromise was reached 
among ITU members that may result in the determination of a 
standard for 56 Kbps technology in January 1998 with official 
adoption in September. While the Company believes that it will 
be able to comply quickly with this proposed standard and 
offer its customers software upgrades to the new standard, 
there can be no assurances that the development of this 
standard and the Company's compliance with it will proceed as 
rapidly or smoothly as expected or that these events will 
result in increased demand for the Company's 56 Kbps products.  
Any benefits which the Company may derive from the expected 
adoption of this proposed standard will continue to be 
dependent upon the timing and extent to which the standard 56 
Kbps technology is deployed by Internet Service Providers and 
accepted by Internet users.  Moreover, consumer confusion 
regarding 56 Kbps technology, which has negatively impacted 
sales to date, may persist notwithstanding final determination 
of the ITU standard.

	The Company operates in an industry in which the ability 
to compete is dependent on the development or acquisition and 
protection of proprietary technology, which must be protected  
both to secure the benefits of the Company's innovations in 
its own products and to better enable the Company to license 
proprietary technology from others on acceptable terms.  The 
Company attempts to perfect and preserve intellectual property 
rights in the technologies it develops through a combination 
of trade secrets, patents, copyrights and trademarks.  There 
can be no assurance that the steps taken by the Company will 
be sufficient to prevent misappropriation or infringement of  
its intellectual property or that competitors will not 
independently develop technologies or procure intellectual 
property rights that are equivalent or superior to those of 
the Company.

	The Company, from time to time, must negotiate licenses 
with third parties in order to obtain rights to incorporate 
proprietary technologies, including de facto and official 
standard networking and communications protocols and 
specifications, into its products.  In most instances, the 
owners of intellectual property rights covering technologies 
required to implement official  standards have undertaken to 
license such rights on reasonable and non-discriminatory 
terms, and as a general rule the Company has no reason to 
believe that these parties will fail to honor their 
undertakings and the Company anticipates that it will be able 
to enter into licenses with such parties on reasonable terms 
that will be comparable to those available to its competitors.  
There can be no assurances in this regard, however, and there 
is always the potential for disputes and litigation, even 
where a third party owner of intellectual property rights has 
undertaken to make licenses generally available or has 
actually entered into licenses upon which the Company has 
relied in designing and making its products.  By way of 
example, the Company is currently involved in disputes with 
Motorola, Inc. over patents related to certain modem standards 
and with Livingston Enterprises, Inc. over certain software 
previously licensed by U.S. Robotics.  See Part II. Item 1. 
Legal Proceedings.  The Company's failure to obtain and 
maintain licenses for all of the third party intellectual 
property rights required for the manufacture, sale and use of
its products, particularly those which must comply with industry
standard protocols and specifications in order to be commercially
viabe, could  have a material adverse effect on the Company's
business, results of operation, and financial condition.  

	The Company derives a portion of its sales from original 
equipment manufacture (OEM) partners including PC companies 
who bundle 3Com network interface cards and modems, and 
incorporate chip-sets into their products.  The Company 
believes that future sales growth of these products is 
dependent, in part, on the Company's ability to strengthen 
relationships and increase business with OEM partners.  OEM 
sales are characterized as having lower average selling prices 
and gross margins.  Consequently, the Company's overall gross 
margin percentage may be adversely impacted if OEM sales 
become a larger percentage of the Company's business.  Certain 
OEMs in the PC industry are integrating communication 
subsystems on the PC motherboard.  If such integration becomes 
a trend, the Company's future sales growth may be adversely impacted.

	Acquisitions of complementary businesses and 
technologies, including technologies and products under 
development, are an active part of the Company's overall 
business strategy.  Certain of the Company's major competitors 
have also been engaged in merger and acquisition transactions.  
Such consolidations by competitors are creating entities with 
increased market share, customer base, technology and 
marketing expertise, sales force size, or proprietary 
technology in segments in which the Company competes.  These 
developments may adversely affect the Company's ability to 
compete in such segments.

	In June 1997, the Company merged with U.S. Robotics, the 
largest acquisition in the history of the networking industry.  
Large acquisitions are challenging, in general, and there can 
be no assurance that products, technologies, distribution 
channels, customer support operations, management information 
systems, key personnel and businesses of U.S. Robotics or 
other acquired companies will be effectively assimilated into 
the Company's business or product offerings, or that such 
integration will not adversely affect the Company's business, 
financial condition or results of operations.  The inability 
of management to successfully integrate the operations of the 
two companies in a timely manner could have a material adverse 
effect on the business, results of operations, and financial 
condition of the Company.

	The high-growth nature of the computer networking 
industry, coupled with critical time-to-market factors, has 
caused increased competition and consolidation.  As a result, 
there has been a significant increase in the cost of acquiring 
computer networking companies.  There can be no assurance that 
the Company will continue to be able to identify and 
consummate suitable acquisition transactions in the future.  
However, should the Company consummate acquisitions in the 
future, the impact may result in increased dilution of the 
Company's future earnings.

	The Company's products are covered by warranties and the 
Company is subject to contractual commitments.  If unexpected 
circumstances arise such that the product does not perform as 
intended and the Company is not successful in resolving 
product quality or performance issues, there could be an 
adverse impact on the financial results of the Company.

	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.  

	Recruiting and retaining skilled personnel, especially in 
certain locations in which the Company operates, is highly 
competitive.  Recently, for example, recruiting of qualified 
engineers has been extremely competitive.  If the Company 
cannot successfully recruit and retain such skilled personnel, 
the Company's financial results may be adversely affected.

	The Company is in the process of transitioning its 
manufacturing requirements planning, accounts payable, 
purchasing and intercompany accounting systems to a new set of 
applications which operate on a client server based platform.  
The third quarter of fiscal 1998 will be the first quarter in 
which some of the Company's major manufacturing sites utilize 
the new system.  As a result of the planned transition to the 
new client server platform, the Company may experience 
production, development, sales processing, financial system, 
or other disruptions, which may have an adverse financial 
effect on the Company.

	Many computer systems were not designed with the year 
2000 issues in mind, and may require significant hardware and 
software modifications.  During the next few years, companies 
owning and operating such systems may plan to devote a 
substantial portion of their information spending to make such 
modifications and divert spending away from networking 
solutions.  This could have an adverse impact on the Company's 
sales and results of operations.  The Company believes the 
majority of its major systems are currently Year 2000 
compliant, and costs to transition the Company's remaining 
systems to Year 2000 compliance are not anticipated to be 
material.

	The market price of the Company's common stock has been, 
and may continue to be, extremely volatile.  Factors such as 
new product, pricing or acquisition announcements by the 
Company or its competitors, quarterly fluctuations in the 
Company's operating results, challenges associated with 
integration of businesses and general conditions in the data 
networking market, such as a decline in industry growth rates, 
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.

	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, equivalents and short-term investments at November 
30, 1997 were $1.1 billion, increasing $196.0 million from May 
31, 1997.

	For the six months ended November 30, 1997, net cash 
generated from operating activities was $254.6 million.  
Accounts receivable at November 30, 1997 decreased $306.7 
million from May 31, 1997 to $927.5 million.  Days sales 
outstanding in receivables decreased to 68 days at November 
30, 1997, compared to 74 days at May 31, 1997 due to a lower 
concentration of sales in the third month of the quarter.  
Inventory levels at November 30, 1997 increased $226.6 
million, of which $197.7 million was finished goods, from the 
prior fiscal year-end to $628.9 million.  Inventory turnover 
was 5.0 turns at November 30, 1997, compared to 7.5 turns at 
May 31, 1997 primarily as a result of the increase in the 
Company's inventory due to reduced sales levels, as previously 
discussed.

	During the six months ended November 30, 1997, the 
Company made $193.0 million in capital expenditures.  Major 
capital expenditures included upgrades and expansion of the 
Company's facilities in the U.K., Santa Clara, California and 
Illinois and the continuing development of the Company's 
worldwide information systems.  As of November 30, 1997, the 
Company had approximately $170 million in capital expenditure 
commitments outstanding primarily associated with the 
construction and expansion of office and manufacturing space 
in Santa Clara, Illinois, the U.K., and Singapore.

	During the first six months of fiscal 1998, the Company 
received cash of $234.1 million from the sale of its common 
stock to employees through its employee stock purchase and 
option plans.

	During the first quarter of fiscal 1998, the Company 
signed a lease, which replaces a previous land lease, for 
300,000 square feet of office and research and development 
space and a data center to be built on land adjacent to the 
Company's headquarters site.  The lease expires in August 
2002, with an option to extend the lease term for two 
successive periods of five years each.  The Company has an 
option to purchase the property for $83.6 million, or at the 
end of the lease arrange for the sale of the property to a 
third party with the Company retaining an obligation to the 
owner for the difference between the sale price and $83.6 
million, subject to certain provisions of the lease. 
Construction of the buildings began in July 1997, and the 
Company anticipates that it will occupy and begin lease 
payments in the second quarter of fiscal 1999.

	During the first quarter of fiscal 1998, the Company 
signed a lease, which replaces a previous land lease, for 
525,000 square feet of office, research and development and 
manufacturing space to be built on land in Marlborough, 
Massachusetts.  The lease expires in August 2002, with an 
option to extend the lease term for two successive periods of 
five years each.  The Company has an option to purchase the 
property for $86.0 million, or at the end of the lease arrange 
for the sale of the property to a third party with the Company 
retaining an obligation to the owner for the difference 
between the sale price and $86.0 million, subject to certain 
provisions of the lease.  Construction of the buildings began 
in the first quarter of fiscal 1998, and the Company 
anticipates that it will occupy and begin lease payments in 
the third quarter of fiscal 1999.

	During the first quarter of fiscal 1998, the Company 
signed a lease for an existing 400,000 square foot building 
and for 100,000 square feet to be built on adjacent land in 
Rolling Meadows, Illinois.  The new and renovated facility 
will be used for research and development and office space.  
The lease expires in September 2002, with an option to extend 
the lease term for two successive periods of five years each.  
The Company has an option to purchase the property for $95.0 
million, or at the end of the lease arrange for the sale of 
the property to a third party with the Company retaining an 
obligation to the owner for the difference between the sale 
price and $95.0 million, subject to certain provisions of the 
lease.  The lessor began construction of the buildings in the 
second quarter of fiscal 1998, and the Company anticipates it 
will occupy and begin lease payments in the first quarter of 
fiscal 1999.

	The three aforementioned leases require the Company to 
maintain specified financial covenants, all of which the 
Company was in compliance with as of November 30, 1997.

	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 30, 1997, there were no outstanding 
borrowings under the credit agreement and the Company was in 
compliance with all required covenants.  During the quarter 
ended August 31, 1997, the Company retired certain debt owed 
by the heritage U.S. Robotics organization, which included 
approximately $170 million of borrowings that occurred during 
the April and May time period, which was not reflected in the 
restated May 31, 1997 balance sheet.

	On December 23, 1997, the Company redeemed convertible 
subordinated notes totaling $110 million.  Under the terms of 
the agreement, the  Company paid cash of approximately $115 
million for principal, accrued interest and early payment 
penalties.

	During the quarter ended August 31, 1997, the Company 
completed the merger transaction with U.S. Robotics.  As a 
result, the Company recorded merger-related charges of $426 
million.  Total expected cash expenditures relating to the 
merger-related charges are approximately $193 million, of 
which approximately $64 million was disbursed prior to 
November 30, 1997.

	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.

Effects of Recent Accounting Pronouncements

	In February 1997, the Financial Accounting Standards 
Board (FASB) issued Statement of Financial Accounting 
Standards No. 128 (SFAS 128), "Earnings per Share."  This 
Statement establishes and simplifies standards for computing 
and presenting earnings per share.  SFAS 128 will be effective 
for the Company's third quarter of fiscal 1998, and requires 
restatement of all previously reported earnings per share data 
that are presented.  Early adoption of this Statement is not 
permitted.  SFAS 128 replaces primary and fully diluted 
earnings per share with basic and diluted earnings per share.  
The Company expects that basic earnings per share amounts will 
be accretive compared to the Company's primary earnings per 
share amounts, and diluted earnings per share amounts will not 
be materially different from the Company's fully diluted 
earnings per share amounts.

	In June 1997, the FASB issued SFAS 130, "Reporting 
Comprehensive Income."  This statement establishes standards 
for the reporting and display of comprehensive income and its 
components.  SFAS 130 will be effective for the Company's 
fiscal year 1999 and requires reclassification of financial 
statements for earlier periods for comparative purposes.

	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 
is effective for the Company's fiscal year 1999 and requires 
restatement of all previously reported information for 
comparative purposes.  





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 patent 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.

Securities Litigation

	In December 1997 and January 1998, several putative 
shareholder class action lawsuits were filed against the 
Company and certain of its officers and directors in the 
United States District Court for the Northern District of 
Illinois and in the United States District Court for the 
Northern District of California.  The complaints allege 
violations of the federal securities laws, specifically 
Sections 10(b) and 20(a) of the Securities and Exchange Act of 
1934.  The complaints allege class periods between May 19, 
1997 and November 14, 1997 and do not specify the damages 
sought.  The Company believes it has meritorious defenses to 
the claims and intends to contest the lawsuits vigorously.  An 
unfavorable resolution of the actions could have a material 
adverse effect on the business, results of operations or 
financial condition of the Company.

	U.S. Robotics, certain of its directors, and the Company 
were named as defendants in shareholder class actions relating 
to the merger between the Company and U.S. Robotics.  (In re: 
U.S. Robotics Corporation Shareholders Litigation, Delaware 
Chancery Court Consolidated Civil Action No.   15580). On 
October 7, 1997, all claims related to such suits were settled 
pursuant to a settlement approved by the Delaware Chancery 
Court.  Results of the settlement did not have a material 
effect on the Company's results of operations or financial 
condition.

	On March 24, and May 5, 1997, putative shareholder class 
action lawsuits, entitled Hirsch v. 3Com Corporation, et al., 
Civil Action No. CV764977, and Kravitz v. 3Com Corporation, et 
al., Civil Action No. CV765962, respectively, were filed 
against the Company and certain of its officers and directors 
in the California Superior Court, Santa Clara County (the 
Superior Court).   Following resolution of a demurrer filed by 
the Company, the remaining causes of action in the  complaints 
allege violations of the state securities laws, specifically 
sections 25400 and 25500 of the California Corporations Code. 
The complaints, which cover a putative period of September 24, 
1996 through February 10, 1997, do not specify the damages 
sought. The Company believes it has meritorious defenses to 
the claims and intends to contest the lawsuits vigorously.  An 
unfavorable resolution of the actions could have a material 
adverse effect on the business, results of operations or 
financial condition of the Company.

Intellectual Property Litigation

	In September 1997, Livingston Enterprises, Inc. 
(Livingston) filed suit against U.S. Robotics in the United 
States District Court for the Northern District of California 
(Livingston Enterprises, Inc. v. U.S. Robotics Access 
Corporation, Case No. C-97-3551(CRB)), claiming copyright 
infringement, misappropriation of trade secrets, breach of 
contract and unfair competition with respect to certain 
software code previously licensed to U.S. Robotics for 
incorporation in certain of its remote access server and 
concentrator products.  Livingston seeks injunctive relief and 
damages that are not specified as to amount.  The Company 
believes it has meritorious defenses to Livingston's claims 
and intends to contest the lawsuit vigorously.  In September 
1997, Livingston filed a separate action in the same federal 
court (Livingston Enterprises, Inc. v. U.S. Robotics Access 
Corporation, Case No. C-97-3487 (CRB)) seeking a declaratory 
judgment to the effect that one of U.S. Robotics' U.S. patent 
is invalid and not infringed by Livingston's products, as well 
as unspecified damages.  U.S. Robotics has answered this 
complaint and filed counterclaims alleging infringement of 
such patent by Livingston. An unfavorable resolution of the 
action could have a material adverse effect on the business, 
results of operations or financial condition of the Company.

	On April 26, 1997, Xerox Corporation filed suit against 
U.S. Robotics in the United States District Court for the 
Western District of New York (Xerox Corporation v. U.S. 
Robotics Corporation and U.S. Robotics Access Corporation, No. 
97-CV-6182T), claiming infringement of one United States 
Patent related to handwriting recognition.  The complaint 
alleges willful infringement and prays for unspecified damages 
and injunctive relief.  The Company believes it has 
meritorious defenses to the claims and intends to contest the 
lawsuit vigorously.  An unfavorable resolution of the action 
could have a material adverse effect on the business, results 
of operations or financial condition of the Company.

	On February 13, 1997, Motorola, Inc. filed suit against 
U.S. Robotics in the United States District Court for the 
District of Massachusetts (Motorola, Inc. v. U.S. Robotics 
Corporation, et al., Civil Action No. 97-10339RCL), claiming 
infringement of eight United States patents.  The complaint 
alleges willful infringement and prays for unspecified damages 
and injunctive relief.  U.S. Robotics has filed an answer to 
Motorola's claims setting forth its defenses and asserting 
counterclaims which allege infringement of a U.S. Robotics 
patent, violation of antitrust laws, promissory estoppel and 
unfair competition.  The Company believes it has meritorious 
defenses to the claims and intends to contest the lawsuit 
vigorously.  An unfavorable resolution of the action could 
have a material adverse effect on the business, results of 
operations or financial condition of the Company.

Consumer Litigation

        During 1997, three putative class action lawsuits 
were filed against the Company or its subsidiary, U.S. 
Robotics in the state courts of California and Illinois.  Each 
of the actions seeks damages as a result of alleged 
misrepresentations by the Company or U.S. Robotics in 
connection with the sale of its new x2TM products and products 
upgradeable to x2 under various California and Illinois 
consumer fraud statutes and under common law theories 
including fraud and negligent misrepresentation.  Plaintiffs 
in Bendall, et al. v. U.S. Robotics Corporation, et al., (No. 
170441, Superior Court of Marin County, California), Lippman, 
et al v. 3Com, (No. 97 CH 09773, Circuit Court of Cook County, 
Illinois), and Michaels, et al. v. U.S. Robotics Access 
Corporation et al., (No. 94 CH 14417, Circuit Court of Cook 
County, Illinois) seek certification respectively of 
nationwide classes of purchasers of x2 technology during the 
approximate period November 1996 through at least May 1997.  
U.S. Robotics' motion to dismiss the Bendall action is 
presently pending; the Lippman action presently is stayed, and 
a responsive pleading is not yet due in the Michaels action.  
The complaints seek injunctive relief and an unspecified 
amount of damages.  Two other actions purporting to be brought 
in the public interest have also been filed against U.S. 
Robotics in state court in California under California 
statutes arising out of U.S. Robotics alleged 
misrepresentation in connection with the sale of the x2 
products.  Levy v. U.S. Robotics Corporation, (No. 170968, 
Superior Court of Marin County, California) and Intervention 
Inc. v. U.S. Robotics Corporation, (No. 984352, Superior Court 
of San Francisco, California) seek injunctive and unspecified 
monetary relief.  The Company believes it has meritorious 
defenses to these lawsuits and intends to contest the lawsuits 
vigorously. An unfavorable resolution of the actions could 
have a material adverse effect on the business, results of 
operations or financial condition of the Company.

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 
October 7, 1997.

(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:

Proposal I                        In Favor     Instructed      Withheld 
Election of Directors            294,476,345       57,881      1,516,491

Proposal II                       In Favor     Opposed         Abstain 
To approve an increase in the    255,933,552   38,672,866      1,444,299
share reserve under the Company's
1983 Stock Option Plan by
7,000,000 shares.

Proposal III                      In Favor     Opposed         Abstain 
To ratify the appointment of     294,752,931      510,203        787,583
Deloitte & Touche LLP as the
Company's independent public
accountants for the fiscal year
ending May 31, 1998.


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 (13)
        4.1     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) (6)
	4.2	Placement Agreement for the private placement of convertible 
subordinated notes dated November 8, 1994 (Exhibit 5.1 to Form 8-K) (6) 
        4.3     Amended and Restated Rights Agreement dated December 31, 1994
(Exhibit 10.27 to Form 10-Q) (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    First Amended and Restated 1984 Employee Stock Purchase Plan,
as amended (Exhibit 19.1 to Form 10-Q) (4)*
        10.5    Second Amended and Restated 1984 Employee Stock Purchase Plan
(Exhibit 10.5 to Form 10-Q)(8)*
        10.6    3Com Corporation Director Stock Option Plan, as amended
(Exhibit 19.3 to Form 10-Q) (4)*
        10.7    Amended 3Com Corporation Director Stock Option Plan
(Exhibit 10.8 to Form 10-Q)(8)*


Item 6.	Exhibits and Reports on Form 8-K (Continued)

	10.8	3Com Corporation Restricted 
Stock Plan, as Amended (Exhibit 10.17 to 
Form 10-Q)(8)*
	10.9	1994 Stock Option Plan (Exhibit 
10.22 to Form 10-K) (5)*
	10.10	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)
	10.11	Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, effective as of November 20, 
1996 (Exhibit 10.38 to Form 10-Q) (10)
	10.12	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)
	10.13	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)
	10.14	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)
	10.15	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)
	10.16	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)
	10.17	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)
	10.18	Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, effective as of July 25, 1997 
for the Great America Phase III (PAL) site 
(13)
	10.19	Lease Agreement between BNP 
Leasing Corporation, as Landlord, and 3Com 
Corporation, as Tenant, effective as of 
July 29, 1997 for the Marlborough site 
(13)
	10.20	Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, effective as of July 29, 1997 
for the Marlborough site (13)
	10.21	Lease Agreement between BNP 
Leasing Corporation, as Landlord, and 3Com 
Corporation, as Tenant, effective as of 
August 11, 1997 for the Rolling Meadows 
site (13)
	10.22	Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, effective as of August 11, 
1997 for the Rolling Meadows site
	10.23	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 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 8-K filed on November 
16, 1994 (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 January 
13, 1995 (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 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 12, 1998                By: /s/ Christopher B. Paisley
      --------------------                ---------------------------
                                            Christopher B. Paisley 
                                            Senior Vice President, Finance
                                            and Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)