EXHIBIT 10.5

AMENDED AND RESTATED 
3COM CORPORATION
1984 EMPLOYEE STOCK PURCHASE PLAN

	1.      Purpose.  The 3Com Corporation 1984 Employee 
Stock Purchase Plan (the "Prior Plan") was established to 
provide eligible employees of 3Com Corporation ("3Com") 
and any current or future subsidiary corporation(s) of 
3Com (collectively referred to as the "Company") with an 
opportunity through payroll deductions to acquire common 
stock of 3Com.  The Prior Plan has been amended from time 
to time.  On September 28, 1995, the Board of Directors of 
3Com (the "Board") amended and restated the Prior Plan as 
amended in order to make various changes to the Prior Plan 
considered beneficial for continuing to carry out the 
purposes of such plan, all in the form set forth herein 
(the "Plan").  For purposes of the Plan, a parent 
corporation and a subsidiary corporation shall be as 
defined in sections 424(e) and 424(f) of the Internal 
Revenue Code of 1986, as amended (the "Code").  The 
Company intends that the Plan shall qualify as an 
"employee stock purchase plan" under section 423 of the 
Code (including any future amendments or replacements of 
such section), and the Plan shall be so construed.  Any 
term not expressly defined in the Plan but defined for 
purposes of section 423 of the Code shall have the same 
definition herein.  Because an eligible employee who 
participates in the Plan (a "Participant") may withdraw 
the Participant's accumulated payroll deductions and 
terminate participation in the Plan or any Offering (as 
defined below) therein at any time during an Offering 
Period (as defined below), the Participant is, in effect, 
given an option which may or may not be exercised during 
any Offering Period. 
	2.      Share Reserve.  The maximum number of shares 
which may be issued under the Plan shall be 20,000,000 
shares of 3Com's authorized but unissued common stock (the 
"Shares").  In the event that any option granted under the 
Plan (an "Option") for any reason expires or is 
terminated, the Shares allocable to the unexercised 
portion of such Option may again be subjected to an 
Option.
	3.      Administration.  The Plan shall be administered 
by the Board and/or by a duly appointed committee of the 
Board having such powers as shall be specified by the 
Board.  Any subsequent references to the Board shall also 
mean the committee if it has been appointed.  All 
questions of interpretation of the Plan or of any Options 
shall be determined by the Board and shall be final and 
binding upon all persons having an interest in the Plan 
and/or any Option.  Subject to the provisions of the Plan, 
the Board shall determine all of the relevant terms and 
conditions of Options granted pursuant to the Plan; 
provided, however, that all Participants granted Options 
pursuant to the Plan shall have the same rights and 
privileges within the meaning of section 423(b)(5) of the 
Code.  All expenses incurred in connection with the 
administration of the Plan shall be paid by the Company.  
	4.      Eligibility.  Any regular employee of the 
Company is eligible to participate in the Plan and any 
Offering (as hereinafter defined) under the Plan except 
the following:  
		(a)     employees who are customarily employed by 
the Company for less than twenty (20) hours a week;
		(b)     employees who own or hold options to 
purchase or who, as a result of participation in the Plan, 
would own or hold options to purchase stock of the Company 
possessing five percent (5%) or more of the total combined 
voting power or value of all classes of stock of the 
Company within the meaning of section 423(b)(3) of the 
Code; and
		(c)     with respect to participation in the 
Additional Offering described in paragraph 5(a) below, 
employees who were not employed by the Company or Chipcom 
Corporation ("Chipcom") as of October 2, 1995.
	5.      Offerings.
		(a)     Offering Periods Beginning On or After 
October 1, 1995.  Effective for offerings commencing on or 
after October 1, 1995, the Plan shall be implemented by 
sequential offerings (individually, an "Offering") of 
approximately six (6) months duration (an "Offering 
Period").  Effective October 1, 1995, Offerings shall 
commence on April 1 and October 1 of each year and end on 
the first September 30 and March 31, respectively, 
occurring thereafter.  An additional Offering shall 
commence upon the date immediately following the Effective 
Time (as defined in the Agreement and Plan of Merger dated 
as of July 26, 1995 by and among 3Com, Chipcom Acquisition 
Corporation, a wholly-owned subsidiary of 3Com and 
Chipcom) and shall end on March 31, 1996 (the "Additional 
Offering").  Notwithstanding the foregoing, the Board may 
establish a different term for one or more Offerings 
and/or different commencing and/or ending dates for such 
Offerings; provided, however, that no Offering may exceed 
a term of twenty-seven (27) months.  An employee who 
becomes eligible to participate in the Plan after an 
Offering Period has commenced shall not be eligible to 
participate in such Offering but may participate in any 
subsequent Offering provided such employee is still 
eligible to participate in the Plan as of the commencement 
of any such subsequent Offering.  The first day of an 
Offering Period shall be the "Offering Date" for such 
Offering Period.  The last day of each Offering Period 
shall be the "Purchase Date" for such Offering Period.  In 
the event the first and/or last day of an Offering Period 
is not a business day, the Company shall specify the 
business day that will be deemed the first or last day, as 
the case may be, of the Offering Period.  
		(b)     Offering Periods Beginning Prior to October 
1, 1995.  Offering Periods which began prior to October 1, 
1995 and were in effect on the date of this amendment 
shall continue in effect, subject to the terms and 
conditions of the Plan as in effect immediately prior to 
this amendment. 
		(c)     Governmental Approval; Shareholder 
Approval.  Notwithstanding any other provision of the Plan 
to the contrary, any Option granted pursuant to the Plan 
shall be subject to (i) obtaining all necessary 
governmental approvals and/or qualifications of the sale 
and/or issuance of the Options and/or the Shares, and (ii) 
in the case of Options with an Offering Date after an 
amendment to the Plan, obtaining any necessary approval of 
the shareholders of the Company required in paragraph 17. 
	6.      Participation in the Plan.
		(a)     Initial Participation.  An eligible 
employee may elect to become a Participant effective as of 
the first Offering Date after satisfying the eligibility 
requirements set forth in paragraph 4 above by delivering 
a subscription agreement authorizing payroll deductions (a 
"Subscription Agreement") to the Company's payroll office 
not later than fifteen (15) calendar days, or such other 
period as the Company may determine in its sole 
discretion, prior to such Offering Date.  Such 
Subscription Agreement shall state the eligible employee's 
election to participate in the Plan and the rate at which 
payroll deductions shall be accumulated.  An eligible 
employee who does not deliver a Subscription Agreement to 
the Company's payroll office at least fifteen (15) 
calendar days, or such period as the Company may determine 
in its sole discretion,  prior to the first Offering Date 
after becoming eligible to participate in the Plan, shall 
not participate in the Plan for that Offering Period or 
for any subsequent Offering Period unless such employee 
subsequently enrolls in the Plan by filing a Subscription 
Agreement with the Company in accordance with this 
paragraph 6(a).  
		(b)     Automatic Participation in Subsequent 
Offerings.  A Participant shall automatically participate 
in each subsequent Offering Period until such time as such 
Participant ceases to be eligible as provided in paragraph 
4, the Participant withdraws from the Plan pursuant to 
paragraph 10 below, or the Participant terminates 
employment as provided in paragraph 11 below.  A 
Participant is not required to file an additional 
Subscription Agreement for such Offering Periods in order 
to automatically participate therein.  Unless otherwise 
indicated in a subsequently filed Subscription Agreement, 
the rate at which payroll deductions shall be accumulated 
with respect to any such subsequent Offering Period shall 
equal the rate applicable to the immediately preceding 
Offering Period.  
	7.      Purchase Price.  The purchase price at which 
Shares may be acquired in any Offering Period under the 
Plan shall be eighty-five percent (85%) of the lesser of 
(a) the fair market value of the Shares on the Offering 
Date of such Offering Period or (b) the fair market value 
of the Shares on the Purchase Date of such Offering 
Period.  For purposes of the Plan, the fair market value 
of the Shares at any point in time shall be determined by 
the Board based on such factors as the Board deems 
relevant; including, without limitation, the mean of the 
bid and asked price of the Shares on the date in question 
as reported by the National Association of Securities 
Dealers Automated Quotation System.
	8.      Payment of Purchase Price; Payroll Deductions.
		(a)     Accumulation of Payroll Deductions.  The 
purchase price of Shares to be acquired in an Offering 
Period shall be accumulated only by payroll deductions 
over the Offering Period.  Payroll deductions from a 
Participant's compensation on each payday during the 
Offering Period (i) shall not exceed ten percent (10%) of 
such Participant's base pay per month reduced by any 
payroll deductions from such Participant's compensation to 
purchase stock under any other plan of the Company 
intended to qualify as an "employee stock purchase plan" 
under section 423 of the Code, and (ii) shall not be less 
than one percent (1%) of the Participant's base pay per 
month.  For purposes hereof, a Participant's "base pay" 
from the Company is an aggregate that (i) shall include 
all salaries and commissions, and (ii) shall not include 
annual awards or incentive bonuses and any other payments 
not specifically referenced in (i) above, except to the 
extent that the inclusion of any such item with respect to 
all Participants on a non-discriminatory basis is 
specifically approved by the Board.  Payroll deductions 
shall commence on the first payday following the first day 
of an Offering Period or as soon as administratively 
feasible thereafter and shall continue to the end of such 
Offering Period unless sooner altered or terminated as 
provided in the Plan.
		(b)     Election to Change Payroll Deduction Rate.  
A Participant may decrease (but not increase) the rate of 
payroll deductions with respect to an Offering Period only 
on or before and effective as of the date three (3) months 
after the beginning of such Offering Period by filing an 
amended Subscription Agreement with the Company.  A 
Participant may increase or decrease the rate of payroll 
deductions for any subsequent Offering Period by filing a 
new Subscription Agreement with the Company not later than 
fifteen (15) calendar days, or such other period as the 
Company may determine in its sole discretion, prior to the 
beginning of such subsequent Offering Period. 
		(c)     Participant Accounts.  Individual accounts 
shall be maintained for each Participant.  All payroll 
deductions from a Participant's compensation shall be 
credited to the Participant's account under the Plan and 
shall be deposited with the general funds of the Company.  
No interest shall accrue on such payroll deductions.  All 
payroll deductions received or held by the Company may be 
used by the Company for any corporate purpose.
	9.      Purchase of Shares.
		(a)     Purchase.  On the Purchase Date of each 
Offering Period, each remaining Participant shall 
automatically purchase, subject to the limitations set 
forth in paragraphs 9(b) and 9(c) below, that number of 
whole Shares arrived at by dividing the total amount 
theretofore credited to the Participant's account pursuant 
to paragraph 8(c) by the purchase price established for 
such Offering Period pursuant to paragraph 7.  Any cash 
balance remaining in the Participant's account shall be 
refunded to the Participant as soon as practicable after 
the Purchase Date.  In the event the cash to be returned 
to a Participant pursuant to the preceding sentence is an 
amount less than the amount necessary to purchase a whole 
Share, such amount shall continue to be credited to the 
Participant's account and shall be applied toward the 
purchase of Shares in the immediately subsequent Offering 
Period.  No Shares shall be purchased in a given Offering 
Period on behalf of a Participant whose participation in 
the Plan has terminated prior to the Purchase Date for 
such Offering Period. 
		(b)     Share Limitation.  Subject to the 
adjustments set forth in paragraph 13 below, no 
Participant shall be entitled to purchase more than 4,000 
Shares in a single Offering.
		(c)     Fair Market Value Limitation.  
Notwithstanding any other provision of the Plan, no 
Participant shall be entitled to purchase Shares under the 
Plan (or any other employee stock purchase plan which is 
intended to meet the requirements of section 423 of the 
Code sponsored by 3Com or a parent corporation or 
subsidiary corporation of 3Com) at a rate which exceeds 
$25,000 in fair market value (or such other limit as may 
be imposed by section 423 of the Code) for each calendar 
year in which the Participant participates in the Plan or 
any other employee stock purchase plan described in this 
sentence, as determined in accordance with section 
423(b)(8) of the Code.
		(d)     Pro Rata Allocation.  In the event the 
number of Shares which might be purchased by all 
Participants in the Plan exceeds the number of Shares 
available in the Plan, the Company shall make a pro rata 
allocation of the remaining Shares in as uniform a manner 
as shall be practicable and as the Company shall determine 
to be equitable.
		(e)     Rights as a Shareholder and Employee.  A 
Participant shall have no rights as a shareholder by 
virtue of the Participant's participation in the Plan 
until the date of issuance of a stock certificate(s) for 
the Shares being purchased pursuant to the exercise of the 
Participant's Option.  No adjustment shall be made for 
dividends or distributions or other rights for which the 
record date is prior to the date such stock certificate(s) 
are issued.  Nothing herein shall confer upon a 
Participant any right to continue in the employ of the 
Company or interfere in any way with any right of the 
Company to terminate the Participant's employment at any 
time.
		(f)     The Company may, from time to time, 
establish or change (i) limitations on the frequency 
and/or number of changes in the amount withheld during an 
Offering, (ii) an exchange ratio applicable to amounts 
withheld in a currency other than U.S. dollars, (iii) 
procedures for permitting unequal percentages of payroll 
withholding from a Participant's compensation in order to 
accommodate the Company's established payroll procedures 
or mistakes or delays in following those procedures when 
processing Participants' withholding elections, and (iv) 
such other limitations or procedures as deemed advisable 
by the Company in the Company's sole discretion which are 
consistent with the Plan and section 423 of the Code.
		(g)     Any portion of a Participant's Option 
remaining unexercised after the end of the Offering Period 
to which such right relates shall expire immediately upon 
the end of such period. 
	10.     Withdrawal.
		(a)     Withdrawal From the Plan.  A Participant 
may withdraw from the Plan by signing and delivering to 
the Company's payroll office, a written notice of 
withdrawal on a form provided by the Company for such 
purpose.  Such withdrawal may be elected at any time, and 
if prior to the end of an Offering Period shall be 
effective for that Offering Period.  A Participant is 
prohibited from again participating in an Offering upon 
withdrawal from the Plan during such Offering.  A 
Participant who elects to withdraw from the Plan may again 
participate in the Plan by filing a new Subscription 
Agreement in the same manner as set forth in paragraph 
6(a) above for initial participation in the Plan.  The 
Company may impose, from time to time, a requirement that 
the notice of withdrawal be on file with the Company for a 
reasonable period of time prior to the effectiveness of 
the Participant's withdrawal from the Plan.  
		(b)     Return of Payroll Deductions.  Upon 
withdrawal from the Plan, the accumulated payroll 
deductions credited to a withdrawing Participant's account 
shall be returned to the Participant and the Participant's 
interest in the Plan shall terminate.  No interest shall 
accrue on the payroll deductions of a Participant.  
	11.     Termination of Employment.  Termination of a 
Participant's employment with the Company for any reason, 
including retirement or death, or the failure of a 
Participant to remain an eligible employee, shall 
terminate the Participant's participation in the Plan 
immediately.  Upon such termination, the payroll 
deductions credited to the Participant's account shall be 
returned to the Participant (or in the case of the 
Participant's death, to the Participant's legal 
representative) and all of the Participant's rights under 
the Plan shall terminate.  A Participant whose 
participation has been so terminated may again become 
eligible to participate in the Plan by again satisfying 
the requirements of paragraphs 4 and 6.
	12.     Repayment of Payroll Deductions Without 
Interest.  In the event a Participant's interest in the 
Plan is terminated, the Company shall deliver to the 
Participant (or in the case of the Participant's death or 
incapacity, to the Participant's legal representative) the 
payroll deductions credited to the Participant's account.  
No interest shall accrue on the payroll deductions of a 
Participant.
	13.    Capital Changes.  In the event of changes in 
the common stock of the Company due to a stock split, 
reverse stock split, stock dividend, combination, 
reclassification or like change in the Company's 
capitalization, or in the event of any merger, sale or 
reorganization, appropriate adjustments shall be made by 
the Company in (a) the number and class of Shares of stock 
subject to the Plan and to any outstanding Option, (b) the 
purchase price per Share of any outstanding Option and (c) 
the Share limitation set forth in paragraph 9(b) above.  
	14.     Nonassignability.  Only the Participant may 
elect to exercise the Participant's Option during the 
Participant's lifetime, and no rights or accumulated 
payroll deductions of any Participant under the Plan may 
be pledged, assigned or transferred for any reason, except 
by will or the laws of descent and distribution, and any 
such attempt may be treated by the Company as an election 
by the Participant to withdraw from the Plan.
	15.     Reports.  Each Participant shall receive after 
the last day of each Offering Period a report of the 
Participant's account setting forth the total payroll 
deductions accumulated, the number of Shares purchased and 
the remaining cash balance to be carried over and/or 
refunded pursuant to paragraph 9(a) above, if any. 
	16.     Plan Term.  This Plan shall continue until 
terminated by the Board or until all of the Shares 
reserved for issuance under the Plan have been issued.
	17.     Amendment or Termination of the Plan.  The Board 
may at any time amend or terminate the Plan, except that 
such termination cannot affect Options previously granted 
under the Plan except as otherwise permitted by the Plan, 
nor may any amendment make any change in an Option 
previously granted under the Plan which would adversely 
affect the right of any Participant except as otherwise 
permitted by the Plan, nor may any amendment be made 
without approval of the shareholders of the Company within 
twelve (12) months of the adoption of such amendment if 
such amendment would authorize the sale of more shares 
than are authorized for issuance under the Plan or would 
change the designation of corporations whose employees may 
be offered Options under the Plan.  Notwithstanding any 
other provision of the Plan to the contrary, in the event 
of an amendment to the Plan which affects the rights or 
privileges of Options to be offered under the Plan, each 
Participant with an outstanding Option shall have the 
right to exercise such outstanding Option on the effective 
date of the amendment and to participate in the Plan for 
the remaining term of such outstanding Option pursuant to 
the terms and conditions of the Plan as amended.  If in 
accordance with the preceding sentence a Participant 
elects to exercise such outstanding Option and to commence 
participation in the Plan as amended on the effective date 
of such amendment, the Participant shall be deemed to have 
received a new Option on such effective date, and such 
effective date shall be deemed the Offering Date for such 
Option.