EXHIBIT 10.17        

3COM CORPORATION

RESTRICTED STOCK PLAN

(As Amended September 28, 1995)

	1.      Purpose.  The 3Com Corporation Restricted Stock 
Plan (the "Plan") was adopted by the Board of Directors of 
3Com Corporation (the "Board") on July 9, 1991, and was 
established to create additional incentive for key employees 
of 3Com Corporation and any successor corporation thereto 
(collectively referred to as the "Company"), and any present 
or future parent and/or subsidiary corporations of such 
corporation (all of whom along with the Company being 
individually referred to as a "Participating Company" and 
collectively referred to as the "Participating Company 
Group") to promote the financial success and progress of the 
Participating Company Group.  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").

	2.      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 
such committee shall satisfy the requirements of Rule 16b-3, 
as promulgated under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), and amended from time to time, 
for being a committee of "disinterested persons" as defined 
in Rule 16b-3.  Any subsequent references herein to the Board 
shall also mean the committee if such committee has been 
appointed and, unless the powers of the committee have been 
specifically limited, the committee shall have all of the 
powers of the Board granted herein, including, without 
limitation, the power to terminate or amend the Plan at any 
time, subject to the terms of the Plan and any applicable 
limitations imposed by law.  All questions of interpretation 
of the Plan or of the provisions of the grant of shares of 
the common stock of the Company under the Plan shall be 
determined by the Board, and such determinations shall be 
final and binding upon all persons having an interest in the 
Plan.  Any officer of a Participating Company shall have the 
authority to act on behalf of the Company with respect to any 
matter, right, obligation, or election which is the 
responsibility of or which is allocated to the Company 
herein, provided the officer has apparent authority with 
respect to such matter, right, obligation, or election.

	3.      Eligibility.  Key employees of the Company 
(including officers and directors who are also employees) are 
eligible to participate in the Plan.  The Board shall, in the 
Board's sole discretion, determine which individuals shall 
have the right to acquire shares of the common stock of the 
Company under the Plan (the "Participants").

	4.      Share Reserve.  The Plan shall have a share reserve 
of nine hundred thousand (900,000) shares of the authorized 
but unissued common stock of the Company (the "Stock").  Such 
share reserve shall be reduced by the number of shares of 
Stock granted pursuant to the Plan.  In the event that any 
shares of Stock granted pursuant to the Plan are reacquired 
under the terms of the Plan by the Company, the shares so 
reacquired shall be returned to the share reserve.  
Appropriate adjustments shall be made in the number and class 
of shares of Stock in such share reserve in the event of a 
stock dividend, stock split, reverse stock split, 
combination, reclassification, or like change in the capital 
structure of the Company.

	5.      Compliance with Securities Laws.  Inability of the 
Company to obtain from any regulatory body having 
jurisdiction authority deemed by the Company's legal counsel 
to be necessary to the lawful issuance of any shares of Stock 
under the Plan shall relieve the Company of any liability in 
respect of the non-issuance of such shares of Stock as to 
which such requisite authority shall not have been obtained.

	6.      Stock Grant.  The Board shall have the authority to 
grant shares of Stock from time to time to Participants.  
After the Board has granted a Participant shares of Stock 
pursuant to the Plan, the Company shall advise such 
Participant in writing of the terms, conditions and 
restrictions of the grant, including the number of shares of 
Stock which the Participant has been granted.  The number of 
shares of Stock which a Participant may receive under the 
Plan shall be determined by the Board in the Board's sole 
discretion.  Subject to the provisions of paragraph 7 below, 
the grant shall be made in the form attached hereto as 
Exhibit A (the "Stock Grant Agreement").  The grant of shares 
of Stock pursuant to the Plan shall be made in consideration 
of the past services of a Participant.  Notwithstanding any 
other provision of the Plan to the contrary, the Board may 
not require a Participant to make any monetary payment as a 
condition of receiving a grant of shares of Stock pursuant to 
the Plan.  Therefore, for purposes of Rule 16b-3(d)(1)(i) 
promulgated under the Exchange Act, the "price at which 
securities may be offered" shall be zero (0) dollars.

	7.      Authority to Vary Terms.  The Board shall have the 
authority from time to time to vary the terms of the standard 
form of Stock Grant Agreement attached hereto as Exhibit A 
either in connection with an individual grant or in 
connection with the authorization of a new standard form; 
provided, however, that the terms and conditions of such 
revised or amended standard form of stock grant agreement 
shall be in accordance with the terms of the Plan.

	8.      Provision of Information.  Each Participant who 
receives a grant of shares of Stock pursuant to the Plan 
shall be given access to information concerning the Company 
equivalent to that information generally made available to 
the common shareholders of the Company so long as the 
Participant retains ownership of such shares.

	9.      Term.  Unless otherwise terminated, the Plan shall 
continue until July 9, 2001.

	10.     Termination or Amendment of Plan.  The Board may 
terminate or amend the Plan at any time.  In any event, no 
amendment may adversely affect any outstanding grant of 
shares of Stock without the consent of the Participant.  A 
grant shall be considered as outstanding as of the effective 
date of such grant as determined by the Board.



EXHIBIT A


3COM CORPORATION

RESTRICTED STOCK PLAN

STOCK GRANT AGREEMENT



	THIS AGREEMENT is made and entered into as of the ___ 
day of ___________, 19__, by and between 3Com Corporation, a 
California corporation (the "Company"), and _________________ 
(the "Participant").

	The Company desires to issue and the Participant desires 
to acquire shares of the common stock of the Company as 
herein described, pursuant to the 3Com Corporation Restricted 
Stock Plan (the "Plan"), on the terms and conditions set 
forth in this Agreement.  Unless otherwise provided in this 
Agreement, defined terms shall have the meaning given to such 
terms in the Plan.

	IT IS AGREED between the parties as follows:

	1.      Issuance of Shares.  On the effective date of this 
Agreement as set forth above (the "Grant Date"), the 
Participant shall acquire and the Company shall issue, 
subject to the provisions hereof, _________ shares of the 
common stock of the Company (the "Stock") in consideration 
for the Participant's past service with the Company.

	No shares of Stock shall be issued pursuant to this 
Agreement if the issuance and delivery of such shares of 
Stock would constitute a violation of any applicable federal 
or state securities law or other law or regulation, or would 
fail to satisfy the requirements of any stock exchange upon 
which the common stock of the Company may then be listed.  As 
a condition to the issuance and delivery of any shares of 
Stock pursuant to this Agreement, the Company may require the 
Participant to satisfy any qualifications that may be 
necessary or appropriate, to evidence compliance with any 
applicable law or regulation and to make any representation 
or warranty with respect thereto as may be requested by the 
Company.

	Notwithstanding the foregoing, any shares of Stock which 
are granted prior to approval of the Plan, or any amendment 
thereto, by the shareholders of the Company as provided by 
Rule 16b-3 promulgated under the Securities Exchange Act of 
1934, as amended, shall be contingent upon such stockholder 
approval and the Participant shall have no right to sell or 
transfer the shares of Stock prior to such approval.  In the 
event such shareholder approval is not obtained within one 
(1) year of the Grant Date, the issuance of the shares of 
Stock shall be null and void and the certificates 
representing the shares shall be returned to the Company for 
cancellation. 

	2.      Administration.  All questions of interpretation 
concerning this Agreement shall be determined by the Board of 
Directors of the Company (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 herein 
to the Board shall also mean the committee if such committee 
has been appointed and, unless the powers of the committee 
have been specifically limited, the committee shall have all 
of the powers of the Board granted herein, including, without 
limitation, the power to terminate or amend the Plan at any 
time, subject to the terms of the Plan and any applicable 
limitations imposed by law.  All determinations by the Board 
shall be final and binding upon all persons having an 
interest in this Agreement.  


	3.      Vesting and Unvested Share Reacquisition Right.

		(a)     Vesting.

			(i)     Provided the Participant is continuously 
employed by a Participating Company, the shares of Stock 
shall vest in the Participant and become "Vested Shares" for 
purposes of this Agreement in four (4) equal annual 
installments, commencing one (1) year after the Grant Date.

			(ii)    Notwithstanding the foregoing, in the 
event of a Transfer of Control (as defined in paragraph 3(d) 
below), the Board, in its sole discretion, shall either (A) 
provide that any Unvested Shares (as defined in paragraph 
3(b) below) shall become "Vested Shares" for purposes of this 
Agreement as of the date of the Transfer of Control, or (B) 
arrange with the surviving, continuing, successor, or 
purchasing corporation, as the case may be, that such 
corporation substitute shares of such corporation's stock for 
the outstanding shares of Stock held by the Participant.

			(iii)   In the event that the acceleration 
of the vesting of any Unvested Shares pursuant to paragraph 
3(a)(ii) above will result in a "parachute payment" as 
defined in section 280G of the Internal Revenue Code of 1986, 
as amended, notwithstanding such paragraph 3(a)(ii), the 
extent to which vesting will be accelerated in connection 
with a Transfer of Control shall not exceed the amount of 
vesting which produces the greatest after-tax benefit to the 
Participant as determined by the Company in a fair and 
equitable manner.

		(b)     Unvested Share Reacquisition Right.  In the 
event the Participant's employment with the Participating 
Company Group is terminated for any reason, with or without 
cause, or if the Participant or the Participant's legal 
representative attempts to sell, exchange, transfer, pledge, 
or otherwise dispose of (other than pursuant to an Ownership 
Change) any shares of Stock which are not Vested Shares (the 
"Unvested Shares"), including, without limitation, any 
transfer to the nominee or agent of the Participant, the 
Company shall automatically reacquire the Unvested Shares and 
the Participant shall not be entitled to any payment therefor 
(the "Unvested Share Reacquisition Right").

		(c)     Ownership Change.  In the event of an 
Ownership Change (as defined in paragraph 3(d) below), the 
Unvested Share Reacquisition Right shall continue in full 
force and effect; provided, however, that "employment with 
the Participating Company Group" for purposes of this 
paragraph 3 shall include all service with any corporation 
which was a Participating Company at the time the services 
were rendered whether or not the corporation was included 
within such term both before and after the event constituting 
the Ownership Change. 

		(d)     Ownership Change and Transfer of Control.  An 
"Ownership Change" shall be deemed to have occurred in the 
event any of the following occurs with respect to the 
Company:

			(i)     the direct or indirect sale or exchange 
by the shareholders of the Company of all or substantially 
all of the stock of the Company;

			(ii)    a merger in which the Company is a party; 
or 

			(iii)   the sale, exchange or transfer of 
all or substantially all of the Company's assets (other than 
a sale, exchange, or transfer to one (1) or more corporations 
where the shareholders of the Company before such sale, 
exchange, or transfer retain, directly or indirectly, at 
least a majority of the beneficial interest in the voting 
stock of the corporation(s) to which the assets were 
transferred).

	A "Transfer of Control" shall mean an Ownership Change 
in which the shareholders of the Company before such 
Ownership Change do not retain, directly or indirectly, at 
least a majority of the beneficial interest in the voting 
stock of the corporation(s) to which the assets were 
transferred.

	4.      Legends.  The Company may at any time place legends 
referencing the Unvested Share Reacquisition Right set forth 
in paragraph 3 above and any applicable federal and/or state 
securities law restrictions on all certificates representing 
shares of Stock subject to the provisions of this Agreement.  
The Participant shall, at the request of the Company, 
promptly present to the Company any and all certificates 
representing shares of Stock acquired under this Agreement in 
the possession of the participant in order to carry out the 
provisions of this paragraph 4.  Unless otherwise specified 
by the Company, legends placed on such certificates may 
include, but shall not be limited to, the following:

	"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE 
SUBJECT TO RESTRICTIONS SET FORTH IN THIS AGREEMENT 
BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR 
SUCH HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH 
IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."

	5.      Escrow.

		(a)     Establishment of Escrow.  To insure that 
shares of Stock subject to the Unvested Share Reacquisition 
Right will be available for reacquisition, the Company may 
require the Participant to deposit the certificate or 
certificates evidencing the shares with an escrow agent 
designated by the Company under the terms and conditions of 
an escrow agreement approved by the Company.  If the Company 
does not require such deposit as a condition of the issuance 
of shares of Stock to the Participant, the Company reserves 
the right at any time to require the Participant to so 
deposit the certificate or certificates in escrow.  The 
Company shall bear the expenses of the escrow.

		(b)     Delivery of Shares to Participant.  As soon as 
practicable after the expiration of the Unvested Share 
Reacquisition Right, the escrow agent shall deliver to the 
Participant the shares of Stock no longer subject to such 
restriction. 

	6.      Transfers in Violation of Agreement.  The Company 
shall not be required (a) to transfer on its books any shares 
of Stock which are sold or transferred in violation of any of 
the provisions set forth in this Agreement, or (b) to treat 
as the owner of such shares or to accord the right to vote as 
such owner or to pay dividends to any transferee to whom any 
such shares shall have been so transferred.

	7.      Effect of Change in Company's Capital Structure.  
Appropriate adjustments shall be made in the number and class 
of shares of Stock in the event of a stock dividend, stock 
split, reverse stock split, combination, reclassification, or 
like change in the capital structure of the Company.  If, 
from time to time, there is any stock dividend, stock split, 
or other change in the character or amount of any of the 
outstanding stock of the Company, then in such event any and 
all new substituted or additional securities to which the 
Participant is entitled by reason of the Participant's 
ownership of the shares of Stock shall be immediately subject 
to the Unvested Share Reacquisition Right with the same force 
and effect as the shares of Stock subject to the Unvested 
Share Reacqusition Right immediately before such event.

	8.      Rights as a Shareholder or Employee.  The 
Participant shall have no rights as a shareholder with 
respect to the shares of Stock until the date of issuance of 
a certificate or certificates for the shares.  Except as 
provided in paragraph 7 above, no adjustment shall be made 
for dividends or distributions or other rights for which the 
record date is prior to the date such certificate or 
certificates are issued.  Nothing in the Plan or in this 
Agreement shall confer upon the Participant any right to 
continue in the employ of a Participating Company or 
interfere in any way with any right of the Participating 
Company Group to terminate the Participant's employment at 
any time. 

	9.      Further Instruments.  The parties hereto agree to 
execute such further instruments and to take such further 
action as may reasonably be necessary to carry out the intent 
of this Agreement.

	10.     Notice.  Any notice required or permitted hereunder 
shall be given in writing and shall be deemed effectively 
given upon personal delivery or upon telegraphic delivery, or 
upon delivery by certified mail, addressed to the other party 
hereto at the address shown below such party's signature or 
at such other address as such party may designate by ten days 
advance written notice to all other parties hereto.

	11.     Binding Effect.  This Agreement shall inure to the 
benefit of the successors and assigns of the Company and, 
subject to the restrictions on transfer herein set forth, be 
binding upon the Participant and the Participant's heirs, 
executors, administrators, successors and assigns.

	12.     Withholding.  At the time that this Agreement is 
executed, or at any time thereafter as requested by the 
Company, the Participant shall make adequate provision for 
foreign, federal and state tax withholding obligations of the 
Participating Company Group, if any, which arise in 
connection with the acquisition of shares of Stock pursuant 
to the Plan, including, without limitation, obligations 
arising upon (i) the transfer, in whole or in part, of any 
shares of Stock, (ii) the lapse of any restriction with 
respect to any shares of Stock acquired pursuant to the Plan, 
or (iii) the filing of an election to recognize a tax 
liability.  The Participant authorizes the Participating 
Company Group to withhold from the Participant's compensation 
such amounts as may be necessary to satisfy the Participating 
Company Group's tax withholding obligations arising in 
connection with the issuance of the shares of Stock pursuant 
to the Plan.  The Company shall have no obligation to issue a 
certificate as to such share of Stock and/or to release such 
shares of Stock from escrow until the Participating Company 
Group's tax withholding obligations have been satisfied. 

	13.     Certificate Registration.  The certificate or 
certificates for the shares of Stock acquired pursuant to 
this Agreement shall be registered in the name of the 
Participant. 

	14.     Integrated Agreement.  This Agreement and the Plan 
constitute the entire understanding and agreement of the 
Participant and the Participating Company Group with respect 
to the subject matter contained herein, and there are no 
agreements, understandings, restrictions, representations, or 
warranties among the Participant and the Participating 
Company Group other than those set forth or provided for 
herein or therein. 



	15.     Applicable Law.  This Agreement shall be governed 
by the laws of the State of California as such laws are 
applied to agreements between California residents entered 
into and to be performed entirely within the State of 
California.  


	IN WITNESS WHEREOF, the parties hereto have executed 
this Agreement as of the day and year first above written.


COMPANY:        PARTICIPANT:

3COM CORPORATION


By:_________________________________
	_________________________________
		  (Signature)

Title: _____________________________
	_________________________________
		 (Print Name)

Address:        Address:

	5400 Bayfront Plaza     _________________________________
	P.O. Box 58145  _________________________________
	Santa Clara, CA  95052-8145
	_________________________________
	Attention:  Legal Department
	_________________________________