_________________________________________________________________

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



                               FORM 10-Q



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


For the Quarterly Period Ended March 1, 1998     Commission File No. 0-12867

                                 or

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

         For the transition period from           to  
                            ____________  

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

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

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


Registrant's telephone number, including area code   (408) 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 March 1, 1998, 355,626,139 shares of the Registrant's 
Common Stock were outstanding.
_________________________________________________________________

                            3Com Corporation

                            Table of Contents


PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Statements of Operations
             Three and Nine Months Ended March 1, 1998 and February 28, 1997

             Consolidated Balance Sheets
             March 1, 1998 and May 31, 1997 

             Consolidated Statements of Cash Flows
             Nine Months Ended March 1, 1998 and February 28, 1997

             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.  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        Nine Months Ended
                               ------------------        -----------------
                             March 1,   February 28,   March 1,   February 28,
                               1998         1997         1998         1997
                               ----         ----         ----         ----

Sales                       $1,250,191   $1,462,891   $4,044,896   $4,234,334

Cost of sales                  707,188      725,116    2,183,961    2,175,625
                             ---------    ---------    ---------    ---------

Gross margin                   543,003      737,775    1,860,935    2,058,709
                             ---------    ---------    ---------    ---------

Operating expenses:
  Sales and marketing          315,174      290,607      955,886      766,244
  Research and development     144,237      135,264      432,013      346,645
  General and administrative    67,775       63,623      201,905      169,776
  Purchased in-process
    technology                      -            -            -        54,000
  Merger-related charges
    (credits)                   (9,926)          -       258,632        6,600
                             ---------    ---------    ---------    ---------
    Total operating expenses   517,260      489,494    1,848,436    1,343,265
                             ---------    ---------    ---------    ---------

Operating income                25,743      248,281       12,499      715,444
Other income (expense), net     (4,423)       4,490        6,175       10,300
                             ---------    ---------    ---------    ---------

Income before income taxes      21,320      252,771       18,674      725,744
Income tax provision             7,462       73,667       52,028      266,998
                             ---------    ---------    ---------    ---------

Net income (loss)           $   13,858   $  179,104   $  (33,354)  $  458,746
                             =========    =========    =========    =========

 

Net income (loss) per share:
  Basic                     $     0.04   $     0.54   $    (0.10)  $     1.39
                             =========    =========    =========    =========
  Diluted                   $     0.04   $     0.50   $    (0.10)  $     1.30
                             =========    =========    =========    =========

Shares used in computing
  per share amounts:
  Basic                        354,766      332,362      349,028      329,469
                             =========    =========    =========    =========
  Diluted                      366,116      355,116      349,028      353,413
                             =========    =========    =========    =========

See notes to consolidated financial statements.




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


                                          March 1,                   May 31,
                                            1998                      1997
                                            ----                      ----

ASSETS
Current assets:
  Cash and equivalents                  $  386,028                $  351,237
  Short-term investments                   514,892                   538,706
  Accounts receivable, net                 888,955                   996,080
  Inventories, net                         769,815                   513,740
  Deferred income taxes                    222,503                   196,875
  Other                                    161,109                    93,040
                                         ---------                 ---------
    Total current assets                 2,943,302                 2,689,678

Property and equipment, net                831,353                   731,301
Deposits and other assets                   96,625                   118,804

    Total assets                        $3,871,280                $3,539,783
                                         =========                 =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt                       $       -                 $  134,700
  Accounts payable                         406,557                   308,581
  Other accrued liabilities                742,042                   503,232
  Income taxes payable                      25,174                   168,942
                                         ---------                 ---------
    Total current liabilities            1,173,773                 1,115,455

Long-term obligations                       46,811                   170,652
Deferred income taxes                       43,745                    25,332

Stockholders' equity:
  Preferred stock, no par value,
    10,000 shares authorized;
    none outstanding                            -                         -
  Common stock, $.01 par value,
    990,000 shares authorized;
    shares outstanding: March 1, 1998,
    355,626; May 31, 1997, 334,944       1,593,890                 1,183,926
  Retained earnings                      1,016,207                 1,049,561
  Unrealized gain on investments, net        1,545                     2,320
  Unamortized restricted stock grants       (4,684)                   (5,165)
  Accumulated translation adjustments           (7)                   (2,298)
                                         ---------                 ---------
  
    Total stockholders' equity           2,606,951                 2,228,344
                                         ---------                 ---------
    Total liabilities and
      stockholders' equity              $3,871,280                $3,539,783
                                         =========                 =========


See notes to consolidated financial statements.




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


                                                  Nine Months Ended
                                                  -----------------
                                         March 1,                February 28,
                                           1998                      1997
                                           ----                      ----
	
Cash flows from operating activities:
  Net income (loss)                     $  (33,354)               $  458,746
  Adjustments to reconcile net
    income (loss) to net cash
    provided by operating activities:
  Depreciation and amortization            198,112                   144,069
  Deferred income taxes                    (25,750)                  (14,596)
  Pooling of interests:  OnStream               -                      4,850
                         U.S. Robotics      15,052                    29,195
  Purchased in-process technology               -                     54,000
  Merger-related charges                   258,632                     6,600
  Changes in assets and liabilities,
    net of effects of acquisitions:
      Accounts receivable                  107,125                  (544,599)
      Inventories                         (318,320)                   58,017
      Other current assets                 (70,673)                  (62,062)
      Accounts payable                      97,976                   142,633
      Other accrued liabilities            112,221                   100,166
      Income taxes payable                  28,342                   182,739
                                         ---------                 ---------

Net cash provided by operating
  activities                               369,363                   559,758
                                         ---------                 ---------

Cash flows from investing activities:
  Purchase of short-term investments      (276,556)                 (399,735)
  Proceeds from short-term investments     295,735                   235,833
  Purchase of property and equipment      (324,426)                 (324,768)
  Business acquired in purchase
    transaction                                 -                    (66,547)
  Other, net                               (19,476)                  (42,562)
                                         ---------                 ---------

Net cash used for investing activities    (324,723)                 (597,779)
                                         ---------                 ---------

Cash flows from financing activities:
  Issuance of common stock                 241,401                    73,528
  Repayments of short-term debt,
    notes payable and capital lease
    obligations                           (168,066)                       -
  Repayments of long-term obligations     (122,880)                       -  
  Net proceeds from issuance
    of debt                                 33,300                    60,700
  Other, net                                 6,396                      (563)
                                         ---------                 ---------

Net cash provided by (used for)
  financing activities                      (9,849)                  133,665
                                         ---------                 ---------

Increase in cash and equivalents            34,791                    95,644
Cash and equivalents, beginning
  of period                                351,237                   233,573
                                         ---------                 ---------

Cash and equivalents, end of period     $  386,028                $  329,217
                                         =========                 =========

Non-cash financing and investing activities:
  Tax benefit on stock option
    transactions                        $  153,103                $  109,250
                                         =========                 =========
  Unrealized loss on investments, net   $     (775)               $   (2,643)
                                         =========                 =========


See notes to consolidated financial statements.




                            3Com Corporation
              Notes to Consolidated Financial Statements
                              (Unaudited)


1.	Basis of Presentation

The unaudited consolidated financial statements have 
been prepared by 3Com Corporation (the Company) and include 
the accounts of the Company and its wholly-owned 
subsidiaries.  All significant intercompany balances and 
transactions have been eliminated.  In the opinion of 
management, these unaudited consolidated financial 
statements include all adjustments necessary for a fair 
presentation of the Company's financial position as of March 
1, 1998, and the results of operations for the three and 
nine months ended March 1, 1998 and February 28, 1997 and 
cash flows for the nine months ended March 1, 1998  and 
February 28, 1997.

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 nine months ended March 1, 1998 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.	U.S. Robotics Merger

On June 12, 1997, the Company completed the merger with U.S. 
Robotics Corporation (U.S. Robotics), the leading supplier 
of products and systems for accessing information across the 
wide area network, including modems and remote access 
products.  This merger was accounted for as a pooling-of-
interests.  The Company issued approximately 158 million 
shares of its common stock in exchange for all outstanding 
common stock of U.S. Robotics.  The Company also assumed and 
exchanged all options to purchase U.S. Robotics' stock for 
options to purchase approximately 31 million shares of the 
Company's common stock.  All financial data of the Company 
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 fiscal year ended May 31, 
1997 for 3Com has been combined with the period from July 1, 
1996 through May 25, 1997 for U.S. Robotics.  This combining 
methodology includes the last three reported quarters of 
U.S. Robotics, ended September 29, 1996, December 29, 1996, 
and March 30, 1997, and the months of April and May 1997.  
To reflect a complete 12-month year and a 3-month fourth 
quarter and thereby enhance comparability of periodic 
reported results, U.S. Robotics' results of operations for 
the month ended March 30, 1997 are included in both the 
three-month period ended March 30, 1997 and the three-month 
period ended May 25, 1997. 3Com's balance sheet as of May 
31, 1997 was combined with U.S. Robotics' balance sheet as 
of May 25, 1997. The combining periods are as follows:

                                     Fiscal 1997 Quarterly Periods
                                     -----------------------------

                           Q1'97          Q2'97          Q3'97        Q4'97
                           -----          -----          -----        -----

3Com                   August `96      November `96   February `97   May `97
U.S. Robotics          September `96   December `96   March `97      May `97*

*Three-month period which includes March, April, and May.


Supplemental Operating Information for U.S. Robotics
----------------------------------------------------

Following is supplemental information regarding  U.S. 
Robotics' results of operations for the three-month period 
ended May 25, 1997 (in thousands). Results for these periods 
exclude reclassifications made to conform to the Company's 
financial statement presentation.

                                                                    Three
                                           March     April/May   Months Ended
                                            1997        1997     May 25, 1997
                                            ----        ----     ------------

Sales                                   $  541,662   $   15,277   $  556,939
Gross margin                               279,411      (49,204)     230,207

Total operating expenses                    97,457      187,557      285,014
                                         ---------    ---------    ---------

Operating income (loss                     181,954     (236,761)     (54,807)

Income (loss) before income taxes          179,647     (242,929)     (63,282)
Income tax provision (benefit)              66,720      (82,625)     (15,905)
                                         ---------    ---------    ---------

Net income (loss)                       $  112,927   $ (160,304)  $  (47,377)
                                         =========    =========    =========


U.S. Robotics' sales for the month ended March 30, 1997 
(March 1997) were approximately $541.7 million, reflecting 
strong market demand worldwide for information access 
devices including the introduction and initial high volume 
shipments of products incorporating x2TM technology (x2 
products).  x2 technology increases the potential speed for 
downloading data from 28.8 or 33.6 Kilobits per second 
(Kbps) for standard V.34 modems to 56 Kbps.   Consistent 
with U.S. Robotics' non-linear quarterly sales pattern, 
sales in the first two months of the quarter were relatively 
low and in the third month of the quarter, which March 1997 
represents, were significantly higher.

Gross margin for March 1997 was approximately $279.4 
million, or 51.6 percent of sales. The overall gross margin 
reflected the initial high volume shipments of x2 products, 
which generated higher gross margins due to U. S. Robotics' 
temporary "first to market" advantage over competitors in 
the 56 Kbps modem market.  Also, to a lesser extent, the 
overall gross margin reflected higher margins on the initial 
sales of newer generation handheld organizer products 
introduced during the month.

Total operating expenses for March 1997 were approximately 
$97.5 million, or 18.0 percent of sales.  Sales and 
marketing expenses reflected significant spending related to 
the introduction of x2 products, other marketing programs 
designed to generate continuing growth in sales and expand 
market share, and continuing investments to increase the 
worldwide sales force with the intent of increasing sales of 
network systems products.  General and administrative 
expenses and research and development expenses reflected 
continuing investments in personnel and systems necessary to 
support U.S. Robotics' expanded level of business activity 
and its commitment to new product and technology 
development.  As a percentage of sales, total operating 
expenses for March 1997 were low due to the non-linear sales 
pattern described above.

Gross sales for the two months ended May 25, 1997 were 
approximately $200.3 million.  Net sales after provisions, 
primarily for product returns of $143 million and price 
protection of $33 million, were approximately $15.3 million.  
These results principally reflect the following factors:  
U.S. Robotics' non-linear sales pattern, as described above; 
lower than anticipated sales out of the channel, due in part 
to confusion about the new 56 Kbps technologies and concerns 
regarding the absence of an industry standard for 56 Kbps 
modems; efforts to reduce levels of channel inventory, 
including increased emphasis on sales out of the channel via 
price reductions and other promotions; and product returns 
from channel partners whose sales out had been lower than 
anticipated.  

Returns during the two months ended May 25, 1997 totaled 
$82.3 million, reflecting primarily desktop modems and 
remote access concentrators.  The majority of the desktop 
modem returns consisted of older generation products which 
were heavily impacted by the March 1997 introduction of  
U.S. Robotics' 56 Kbps modem with x2 technology.  Returns of 
remote access concentrators were due primarily to lower than 
anticipated sales out of the distribution channel.  Based on 
negotiations with individual customers, U.S. Robotics 
allowed returns during this period in excess of customers' 
contractual rights due to the 56 Kbps technology transition 
and the desire to reduce channel inventory.  Returns during 
this period exceeded the March 30, 1997 balance in the 
allowance for sales returns of $48.9 million by $33.4 
million.

The price protection provision of $33 million related 
primarily to price reductions effective subsequent to March 
30, 1997 for desktop modems and remote access concentrator 
product lines.

Gross margin for this period was affected adversely by the 
provision for price protection described above, a provision 
for potentially excess and obsolete inventory of 
approximately $15.4 million, and unabsorbed manufacturing 
costs.

Operating expenses for the two months ended May 25, 1997 
were approximately $187.6 million.  Sales and marketing 
expenses reflected significant spending related to the 
introduction of x2 products and newer generation handheld 
organizer products, other marketing programs designed to 
generate continuing growth in sales and expand market share, 
and continuing investments to increase the worldwide sales 
force with the intent of increasing sales of network systems 
products.  General and administrative expenses and research 
and development expenses reflected continuing investments in 
personnel and systems necessary to support U.S. Robotics' 
anticipated growth and its commitment to new product and 
technology development.  As a percentage of sales, total 
operating expenses for the two months ended May 25, 1997 
were high due to the non-linear sales pattern described 
above. 

Other expenses, net, for the two months ended May 25, 1997 
were approximately $6.2 million.  Such expenses reflected 
higher interest expense due to increased short term 
borrowing.  During these two months, U.S. Robotics increased 
its short-term borrowings from approximately $61 million to 
approximately $135 million, $10 million under an existing 
$90 million short-term borrowing arrangement and $125 
million under an existing $300 million revolving credit 
facility.  Such borrowings were primarily necessary to fund 
ongoing operating expenses, including costs associated with 
the launch of the new x2 technology, as well as capital 
expenditures.  The Company repaid such short-term borrowing 
shortly after closing of the merger in June 1997 between 
3Com and U.S. Robotics and the use of these borrowing 
arrangements is no longer expected to be required.    

The provision for income taxes for the two months ended May 
25, 1997 was a net benefit of approximately $82.6 million, 
resulting in an effective tax rate of 34.0 percent.

Merger Related Charges (Credits)
--------------------------------

During the first nine months of fiscal 1998, the
Company recorded merger-related charges of $258.6 million 
which includes approximately $216.7 million of integration 
expenses and $41.9 million of direct transaction costs 
(consisting primarily of investment banking and other 
professional fees).  Integration expenses included:

-  $54.0 million related to the closure and elimination of 
owned and leased facilities, primarily duplicate 
corporate headquarters and domestic and European sales 
offices;
-  $62.4 million for severance and outplacement costs 
related to the merger, including amounts related to 
termination benefits associated with employment 
agreements.  Employee groups impacted by the merger 
include personnel involved in duplicate corporate 
services, manufacturing and logistics, product 
organizations and sales;
-  $41.5 million associated with certain long-term assets, 
primarily including duplicate finance, manufacturing, 
human resource and other management information systems, 
and capitalized purchased research and development costs 
related to a discontinued product; and
-  $58.8 million primarily associated with the elimination 
and phase-out of duplicate wide area networking products 
(i.e., 3Com's AccessBuilder[registered trademark] 2000, 4000,
5000 and 8000 products and U.S. Robotics'[registered trademark]
TOTALswitch, ATM switch, LANLinker and related small office
home office products), and the discontinuance of U.S. Robotics'
telephony products.  The charge primarily includes inventory
write-offs and noncancelable purchase commitments.

During the third quarter of fiscal 1998, merger-related 
charges were a net credit of $9.9 million.  Primarily 
included in this credit were actual costs incurred for a 
product swap-out program associated with certain 
discontinued products, which were more than offset by 
reductions in the estimates for remaining charges associated 
with duplicate facilities and information systems.

The remaining merger-related accrual at March 1, 1998 
was approximately $112 million.  Total expected cash 
expenditures relating to the merger charge are estimated to 
be approximately $126 million, of which approximately $88 
million was disbursed prior to March 1, 1998.  Termination 
benefits paid to 730 employees terminated through March 1, 
1998 (approximately 75 percent of the total planned 
severances) were approximately $43 million.  The remaining 
severance and outplacement amounts are expected to be paid 
within the next six months.

Pro Forma Information
---------------------

The fiscal 1997 consolidated financial statements have been 
restated to include U. S. Robotics information on the basis 
described above.  The consolidated statements of income for 
the fiscal years ended May 31, 1996 and 1995 include the 
U.S. Robotics statements of income for the fiscal years 
ended September 29, 1996 and October 1, 1995, respectively.  
This presentation has the effect of including U.S. Robotics' 
results of operations for the three-month period ended 
September 29, 1996 in both the combined years ended May 31, 
1997 and 1996, and reflects sales of $611.4 million and net 
income of $13.5 million, which has been reported as a 
decrease to the Company's fiscal 1997 retained earnings.

The combined results below reflect reclassifications to 
conform financial statement presentation.  Summarized pro 
forma operating results for the three and nine months ended 
February 28, 1997 are as follows:  

                                    Three Months Ended      Nine Months Ended
                                    ------------------      -----------------
                                       February 28,            February 28, 
                                           1997                    1997
                                           ----                    ----
                                     (In thousands, except per share amounts)

Sales:
3Com                                    $  786,778              $2,317,214
U.S. Robotics                              690,184               1,947,006
Reclassifications to conform financial 
  statement presentation                   (14,071)                (29,886)
                                         ---------               ---------
Combined                                $1,462,891              $4,234,334
                                         =========               =========

Net income:
3Com                                    $   87,645              $  284,786
U.S. Robotics                               91,459                 173,960
                                         ---------               ---------
Combined                                $  179,104              $  458,746
                                         =========               =========

Net income per share (on a diluted basis):
3Com                                    $     0.47              $     1.53
U.S. Robotics (1)                             0.54                    1.03
                                         ---------               ---------
Combined                                $     0.50              $     1.30
                                         =========               =========

(1)  Adjusted for effect of exchange ratio of 1.75 shares of 
3Com Common Stock for each share of U.S. Robotics Common Stock.


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

                                         March 1,                   May 31,
                                           1998                      1997
                                           ----                      ----

                        Finished goods  $  537,136                $  346,631
                        Work-in-process     47,548                    31,606
                        Raw materials      185,131                   135,503
                                         ---------                 ---------

                        Total           $  769,815                $  513,740
                                         =========                 =========


4.	Bond Redemption

On December 23, 1997, the Company redeemed convertible 
subordinated notes totaling $110 million.  Under the terms 
of the note agreement, the Company paid cash of 
approximately $115 million for principal, accrued interest 
and early call premium.   Included in other income 
(expense), net for the three and nine months ended March 1, 
1998 is a charge of approximately $4.7 million for the early 
call premium and write-off of unamortized issuance fees.


5.	Net Income (Loss) Per Share

In 1997, the Financial Accounting Standards Board 
(FASB) issued Statement of Financial Accounting Standards 
(SFAS) No. 128, Earnings Per Share.  SFAS 128 replaced the 
previously reported primary and fully diluted earnings per 
share with basic and diluted earnings per share.  Basic 
earnings per share is computed using the weighted average 
number of common shares.  Diluted earnings per share is 
computed using the weighted average number of common shares 
and potentially dilutive common shares outstanding during 
the period.  Potentially dilutive common shares consist of 
employee stock options, warrants and convertible securities. 
All earnings per share amounts for all periods have been 
presented, and where necessary, restated to conform to SFAS 
128 requirements.

The following table sets forth the computation of basic 
and diluted earnings per share as required under SFAS 128:

                                Three months ended       Nine months ended
                                ------------------       -----------------
                              March 1,  February 28,   March 1,  February 28,
                                1998        1997         1998        1997
                                ----        ----         ----        ----

Numerator -- Net income
  (loss)                    $   13,858   $  179,104   $  (33,354)  $  458,746
                             =========    =========    =========    =========

Denominator for basic
  earnings per share --
  Weighted average shares      354,766      332,362      349,028      329,469

Effect of potentially dilutive 
  common shares:
    Restricted stock               193          341           -           327
    Stock options               11,157       22,413           -        23,617
                             ---------    ---------    ---------    ---------

Denominator for diluted
  earnings per share --        366,116      355,116      349,028      353,413
                             ---------    ---------    ---------    ---------

Net income (loss) per
  share -- Basic            $     0.04   $     0.54   $    (0.10)  $     1.39
                             ---------    ---------    ---------    ---------

Net income (loss) per
  share -- Diluted          $     0.04   $     0.50   $    (0.10)  $     1.30
                             ---------    ---------    ---------    ---------

Potentially dilutive common shares are excluded from 
the calculation of diluted earnings per share for the nine 
months ended March 1, 1998, as they were antidilutive.


6.	Employee Stock Options

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 for 20.8 million shares of employee stock 
options was reset to $29.375,  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.


7.	Litigation

The Company is a party to lawsuits in the normal course of 
its business.  The Company notes that (i) litigation in 
general, and patent and securities litigation in particular, 
can be expensive and disruptive to normal business 
operations and (ii) the results of complex legal proceedings 
can be very difficult to predict with any certainty.

Securities Litigation
---------------------

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

On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., No. C-98-
00508 CRB, was filed against 3Com and several of its present 
and former officers and directors in United States District 
Court for the Northern District of California asserting the 
same class period and factual allegations as the Hirsch and 
Kravitz actions.  The complaint alleges violations of the 
federal securities laws, specifically Sections 10(b) and 
20(a) of the Securities Exchange Act of 1934, and seeks 
unspecified damages.  The Hirsch, Kravitz and Euredjian 
actions were filed after Intel Corporation sharply decreased 
prices on its Fast Ethernet network interface cards, which 
resulted in 3Com decreasing its prices on similar products 
and a short-term negative impact on the Company's stock 
price.  The Company believes it has meritorious defenses to 
the claims in the Hirsch, Kravitz and Euredjian actions 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.

Several securities actions have been filed against the 
Company and certain of its current and former officers and 
directors following the Company's merger with U.S. Robotics.  
In December 1997, a putative securities class action, 
captioned Reiver v. 3Com Corporation, et al., No. C-97-21083 
JW, was filed in the United States District Court for the 
Northern District of California. The complaint alleges 
violations of the federal securities laws, specifically 
Sections 10(b) and 20(a) of the Securities Exchange Act of 
1934, and seeks unspecified damages on behalf of a purported 
class of purchasers of 3Com common stock during a period 
from May 19, 1997 through November 6, 1997.  In December 
1997 and January 1998, seven similar shareholder class 
action lawsuits were filed in the United States District 
Court for the Northern District of Illinois and the United 
States District Court for the Northern District of 
California.  The cases filed in the Northern District of 
Illinois have been transferred to the Northern District of 
California, and the actions have been consolidated.  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.

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

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

Intellectual Property Litigation
--------------------------------

During February 1998 the Company and Livingston Enterprises, 
Inc. (Livingston) agreed to settle the cases pending between 
Livingston and U.S. Robotics in the United States District 
Court for the Northern District of California Case No. C-97-
3551(CRB).  These actions were dismissed on March 4, 1998.  
Neither party admitted fault in the settlement.  The terms 
of the settlement, which were not disclosed, were not 
material to 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.

By an agreement effective February 27, 1998, the Company and 
Motorola, Inc. settled the patent lawsuit pending between 
Motorola and U.S. Robotics in the United States District 
Court for the District of Massachusetts (Civil Action No. 
97-10339RCL).  This case was dismissed on March 31, 1998.  
Neither party admitted fault.  In connection with the 
settlement, the Company and Motorola entered into a cross-
license of their respective patents relating to high-speed 
analog modem technologies required for implementation of 
international standard data communications protocols, 
including the pending V.90 standard for 56 Kbps modems.  The 
terms of the settlement, which were not disclosed, were not 
material to 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 x2[TM] 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.
The complaints seek injunctive relief and an unspecified amount
of damages.  The Lippman and Michaels actions are presently stayed.
Four of the seven counts of the Bendall action recently were 
dismissed on motion of U.S. Robotics.  Plaintiffs have 
stated that they will attempt to replead those claims.  Two 
other actions purporting to be brought in the public 
interest under California statutes were filed against U.S. 
Robotics in 1997 in state court in California arising out of 
U.S. Robotics' alleged misrepresentations in connection with 
the sale of its x2 products.  The plaintiff in one of these 
cases, Levy v. U.S. Robotics Corporation (No. 170968, 
Superior Court of Marin County, California), recently 
voluntarily dismissed her complaint.  The other action, 
Intervention Inc. v. U.S. Robotics Corporation (No. 984352, 
Superior Court of San Francisco, California), is pending and 
seeks 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.


8.	Effects of Recent Accounting Pronouncements

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.


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         Nine Months Ended
                              ------------------        -----------------
                            March 1,   February 28,   March 1,   February 28,
                              1998          1997        1998          1997
                              ----          ----        ----          ----
									
Sales......................  100.0%        100.0%      100.0%        100.0%
Cost of sales .............   56.6          49.6        54.0          51.4
                             -----         -----       -----         -----
Gross margin...............   43.4          50.4        46.0          48.6
                             -----         -----       -----         -----
Operating expenses:									
Sales and marketing........   25.2          20.0        23.6          18.1 
Research and development...   11.5           9.2        10.7           8.2 
General and administrative.    5.4           4.3         5.0           4.0 
Purchased in-process
  technology...............    -             -           -             1.2 
Merger-related charges
  (credits)................   (0.8)          -           6.4           0.2
                             -----         -----       -----         -----
Total operating expenses...   41.3          33.5        45.7          31.7
                             -----         -----       -----         -----
Operating income ..........    2.1          16.9         0.3          16.9 
Other income (expense),
  net......................   (0.4)          0.3         0.2           0.2
                             -----         -----       -----         -----
Income  before income
  taxes....................    1.7          17.2         0.5          17.1
Income tax provision.......    0.6           5.0         1.3           6.3
                             -----         -----       -----         -----
Net income (loss)..........    1.1%         12.2%       (0.8)%        10.8%
                             =====         =====       =====         =====
									
Excluding merger-related
  and purchased in-process
  technology charges
  (credits):
Total operating expenses...   42.1%         33.5%       39.3%         30.3%
Operating income...........    1.3          16.9         6.7          18.3 
Net income.................    0.6          11.0         4.5          11.8 


Sales in the third quarter of fiscal 1998 totaled $1.25 billion, 
an increase of four percent from the second quarter of fiscal 
1998, but a decrease of  $212.7 million or 15 percent from the 
corresponding quarter a year ago.  Sales of client access 
products (e.g., modems and network interface cards (NICs)) in the 
third quarter of fiscal 1998 increased 17 percent from the second 
quarter of fiscal 1998 but decreased 16 percent from the same 
quarter a year ago.  Sales of client access products in the third 
quarter of fiscal 1998 represented 56 percent of total sales 
compared to 57 percent in the third quarter of fiscal 1997.  
Sales of network systems products (e.g., switches, routers, hubs, 
and remote access concentrators) in the third quarter of fiscal 
1998 decreased eight percent compared to the second quarter of 
fiscal 1998 and decreased 13 percent from the same quarter one 
year ago.  Sales of network systems products represented 44 
percent of total sales in the third quarter of fiscal 1998, 
compared to 43 percent in the year-ago quarter.  Sales in the 
U.S. represented 54 percent of total sales for the third quarter 
of fiscal 1998.  The Company experienced a sequential decline 
from the second quarter of fiscal 1998 in domestic sales of three 
percent and a sequential increase in international sales of 14 
percent.  U.S. and international sales decreased 15 percent and 
14 percent, respectively, when compared to the third quarter of 
fiscal 1997.

Sales in the first nine months of fiscal 1998 totaled $4.0 
billion, a decrease of $189.4 million or four percent from the 
corresponding period a year ago.  Sales of client access products 
in the first nine months of fiscal 1998 decreased nine percent 
from the same period one year ago, and represented 54 percent of 
total sales, compared to 57 percent in the first nine months of 
fiscal 1997.  Sales of network systems products in the first nine 
months of fiscal 1998 increased one percent from the same period 
one year ago, and represented 46 percent of total sales, compared 
to 43 percent in the year ago period. Sales in the U.S. for the 
first nine months of fiscal 1998 comprised 56 percent of total 
sales compared to 58 percent in the same period a year ago. Sales 
in the U.S. decreased eight percent while international sales 
increased one percent when compared to the first nine months of 
fiscal 1997.

The Company believes that the third quarter and nine-month sales 
were affected by the following factors.

The pricing environment has been 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.  For example, during the third quarter, the Company 
experienced significant price decreases in a number of product 
segments, including modems, switches, hubs and remote access 
concentrators.

In the second quarter of fiscal 1998, the Company adopted a new 
inventory business model, which generally calls for fewer weeks 
supply of inventory in the distribution channel.  To implement 
this model, the Company constrained sales into the channel during 
the second and third quarters of fiscal 1998.  As a result, sales 
during these periods were adversely affected.

In January 1998, the International Telecommunications Union (ITU) 
finally determined the V.90 standard for 56 Kbps technology.  The 
Company believes that the previous lack of such a standard 
contributed to delays in customers purchasing decisions for 
higher-speed modems and remote access concentrators.  Although 
the Company began shipping V.90 standard modems late in the third 
quarter, the Company believes these delays adversely affected 
sales.  

During the third quarter of fiscal 1998, sales in the Asia 
Pacific region compared to the third quarter of fiscal 1997 
decreased 13 percent.  Historically, the Asia Pacific region had 
been a high growth region for the networking industry and the 
Company.  During 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 has adversely affected financial results during fiscal 
1998.

According to industry reports, there has been a slowdown in the 
growth of the networking industry since the beginning of calendar 
1997.  While the industry had grown at rates in excess of 30 
percent in prior years, recent reports indicate that the 
networking industry worldwide grew by less than 20 percent during 
1997, and this pattern continued into early 1998.  The Company 
believes that this slowdown in growth rates has impacted sales 
during fiscal 1998.

The Company believes that the transition to new technologies and 
new product platforms, such as the transition to the new high-
speed Ethernet standard, Gigabit Ethernet, may be delaying some 
purchase decisions for the Company's LAN products. Additionally, 
systems sales reflected lower than expected sales of the Total 
Control[TM] remote access platform.

Gross margin as a percentage of sales was 43.4 percent in the 
third quarter of fiscal 1998, compared to 46.1 percent in the 
second quarter of fiscal 1998 and 50.4 percent in the third 
quarter of fiscal 1997.  The U.S. Robotics brand modems with x2 
technology were introduced in the third quarter of fiscal 1997, 
with significantly higher margins, reflecting first-to-market 
pricing.  During the past twelve months, increased product and 
price competition in this product segment has resulted in a 
continuing decline in gross margin percent. Gross margins during 
the third quarter of fiscal 1998 primarily reflected this trend.  
Additionally, the Company's year-over-year gross margin decline 
was affected by product mix, specifically higher sales of certain 
NICs and workgroup switching products, which carry lower gross 
margins. Also, the Company experienced a slowdown in sales, as 
well as aggressive pricing of remote access products.  The 
Company's margins were also negatively affected in part, from 
fixed manufacturing costs being a higher percentage of sales, and 
by certain systems products, which are nearing the end of their 
life cycles.  Gross margin as a percentage of sales was 46.0 
percent in the first nine months of fiscal 1998, compared to 48.6 
percent for the first nine months of fiscal 1997.

Operating expenses in the third quarter of fiscal 1998 were 
$517.3 million, or 41.3 percent of sales, compared to $553.3 
million, or 46.2 percent of sales in the second quarter of fiscal 
1998 and $489.5 million, or 33.5 percent of sales in third 
quarter of fiscal 1997.  Operating expenses in the first nine 
months of fiscal 1998 were $1.8 billion or 45.7 percent of sales, 
compared to $1.3 billion, or 31.7 percent of sales in first nine 
months of fiscal 1997.  Operating expenses as a percentage of 
sales were higher than historical levels, in part due to the 
reduced level of sales for the third quarter of fiscal 1998, as 
discussed above.  Excluding a credit of $9.9 million associated 
with the U.S. Robotics merger, operating expenses would have been 
$527.2 million, or 42.1 percent of sales for the third quarter of 
fiscal 1998.  Excluding the merger-related charge of $258.6 
million in the first nine months of fiscal 1998, operating 
expenses would have been $1.6 billion, or 39.3 percent of sales.  
Excluding a charge of $54.0 million for purchased in-process 
technology associated with the acquisition of Scorpio 
Communications Ltd. (Scorpio) and a charge of $6.6 million 
associated with the acquisition of OnStream Networks, Inc. 
(OnStream), operating expenses would have been $1.3 billion, or 
30.3 percent of sales for the first nine months of fiscal 1997.  
The Company's objective is to reduce expenses as a percentage of 
sales in future quarters.

Sales and marketing expenses in the third quarter of fiscal 1998 
decreased $23.2 million or seven percent from the second quarter 
of fiscal 1998.  Sales and marketing expenses as a percentage of 
sales decreased to 25.2 percent of sales in the third quarter of 
fiscal 1998, from 28.2 percent in the second quarter of fiscal 
1998.  The decrease in absolute dollars and dollars as a 
percentage of total sales resulted from the decrease in spending 
in product and company-wide marketing programs.   Sales and 
marketing expenses increased $24.6 million or eight percent from 
the third quarter of fiscal 1997 and increased as a percentage of 
sales from 20.0 percent in the corresponding fiscal 1997 period.  
The year-over-year increase is attributable to the expansion of 
field sales and marketing activities and personnel worldwide, as 
well as an increase in spending for the Company's customer 
service programs.  Sales and marketing expenses in the first nine 
months of fiscal 1998 increased $189.6 million or 25 percent from 
the first nine months of fiscal 1997.

Research and development expenses in the third quarter of fiscal 
1998 remained flat in absolute dollars when compared to the 
second quarter of fiscal 1998 and decreased to 11.5 percent of 
sales from 12.1 percent of sales in the second quarter of fiscal 
1998.  Research and development expenses increased $9.0 million 
or seven percent from the year-ago period, and increased to 11.5 
percent of total sales in the third quarter of fiscal 1998, 
compared to 9.2 percent in third quarter of fiscal 1997.  
Research and development expenses in the first nine months of 
fiscal 1998 increased $85.4 million or 25 percent from the year-
ago nine-month period.  The year-over-year increase in research 
and development expenses in absolute dollars and dollars as a 
percentage of sales was primarily attributable to the cost of 
developing the Company's new products in the areas of 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 third quarter of 
fiscal 1998 decreased $3.5 million or five percent from the 
second quarter of fiscal 1998 and decreased to 5.4 percent of 
total sales in the third quarter of fiscal 1998 from 6.0 percent 
in the second quarter of fiscal 1998.  The decrease in absolute 
dollars and dollars as a percentage of sales of administrative 
spending was partially offset by a slight increase in the 
provision for bad debts. General and administrative expenses in 
the third quarter of fiscal 1998 increased $4.2 million or seven 
percent from the same period a year ago, and increased to 5.4 
percent of total sales in the third quarter of fiscal 1998, 
compared to 4.3 percent in the third quarter of fiscal 1997.  
General and administrative expenses in the first nine months of 
fiscal 1998 increased $32.1 million or 19 percent from the same 
period a year ago.  The year-over-year increase in general and 
administrative expenses in absolute dollars and dollars as a 
percentage of sales primarily reflected the expansion of the 
Company's infrastructure, including personnel, as well as an 
increased provision for bad debts.

During the third quarter of fiscal 1998, merger-related charges 
were a net credit of $9.9 million  Primarily included in this 
credit were actual costs incurred for a product swap-out program 
associated with certain discontinued products, which were more 
than offset by reductions in the estimates for remaining charges 
associated with duplicate facilities and information systems.
 
Other income (expense), net decreased $12.1 million compared to 
the second quarter of fiscal 1998 and $8.9 million compared to 
the third quarter of fiscal 1997. Other income (expense), net 
decreased approximately $4.1 million in the first nine months of 
fiscal 1998 compared to the first nine months of fiscal 1997.  
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.  However, third quarter results reflect 
foreign currency losses of approximately $8.5 million, primarily 
related to Korean operations, where foreign exchange hedges were 
not available, or were available only to a limited extent.  In 
addition, the Company recorded a charge of approximately $4.7 
million related to an early call premium and write-off of 
unamortized issuance fees associated with the redemption of the 
convertible notes in December 1997, which was included in other 
income (expense), net in the third quarter of fiscal 1998.

The Company's effective income tax rate was approximately 35.0 
percent in the third quarter of fiscal 1998 compared to 29.1 
percent in the third quarter of fiscal 1997.  Excluding a tax 
benefit of approximately $17.9 million associated with the 
acquisition of Scorpio, the pro forma income tax rate was 36.2 
percent for the third quarter of fiscal 1997.  The Company 
recorded a tax provision of $52.0 million for the first nine 
months of fiscal 1998, compared to $267.0 million for the first 
nine months of fiscal 1997.  The provision in the first nine 
months of fiscal 1998 reflected the non-deductibility of certain 
costs associated with the U.S. Robotics merger.  Excluding these 
costs, the pro forma effective income tax rate was 35.0 percent 
for the first nine months of fiscal 1998.  The provision for the 
first nine months of fiscal 1997 reflected the non-deductibility 
of the purchased in-process technology charge and related tax 
benefit associated with the acquisition of Scorpio and merger-
related charge associated with OnStream.  Excluding these 
charges, the pro forma income tax rate was 36.2 percent for the 
first nine months of fiscal 1997.

Net income for the third quarter of fiscal 1998 was $13.9 
million, or $0.04 per share, compared to net income of $179.1 
million, or $0.50 per share, for the third quarter of fiscal 
1997.  Excluding the tax benefit associated with the acquisition 
of Scorpio, net income was $161.2 million, or $0.45 per share for 
the third quarter of fiscal 1997.  Net loss for the first nine 
months of fiscal 1998 was $33.4 million, or $0.10 per share, 
compared to net income of $458.7 million, or $1.30 per share, for 
the first nine months of fiscal 1997.  Excluding the merger-
related charges associated with U.S. Robotics, net income was 
$180.2 million, or $0.49 per share for the first nine months of 
fiscal 1998.  Excluding the purchased in-process technology and 
related tax benefit associated with the acquisition of Scorpio 
and the merger-related charge associated with OnStream, net 
income was $501.4 million, or $1.42 per share for the first nine 
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, operating expenses, and inventory levels.  
Actual results could vary materially based on a number of 
factors, including but not limited to those set forth below.

In managing its business, the Company utilizes a long-term 
financial model which is based on observed and anticipated trends 
in technology and the marketplace.  The model is not a prediction 
of financial results; it is used to make decisions about the 
allocation of resources and investments.  During the third 
quarter, the Company revised the model.  As reflected below, the 
ranges for gross margin and operating expenses as a percentage of 
sales were lowered, while the range for operating income was not 
changed.

                               Old             New
                               ---             ---
        Gross margin          48-50%        45.5-47.5%
        Operating expenses    30-32%        27.5-29.5%
        Operating income      16-20%        16.0-20.0%

The change in gross margin reflects primarily the increasing 
percentage of sales attributable to PC original equipment 
manufacturers (OEM), the emerging importance of the consumer and 
small enterprise market segment and increased price competition.  
There can be no assurance that the Company's actual results in 
any particular period will fall within the model.

The Company participates in a highly volatile industry which is 
characterized by vigorous competition for market share, rapid 
technological development, consolidations, uncertainty over 
adoption of industry standards, and declining prices for personal 
computers.  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, over the past twelve months, prices in the modem 
market have declined significantly due to increased competition 
and the availability of lower-priced standard components.  Also, 
the introduction of the new 56 Kbps higher-speed technology has 
created downward price pressure on older technologies.  Pricing 
pressure also intensified in other product lines, including 
switches, hubs and remote access concentrators.  Pricing pressure 
may continue on these and other products in coming quarters.

Market researchers have reported that network industry growth in 
calendar 1997 was less than historic growth rates and that this 
pattern continued into 1998.  The slowdown in industry growth 
rates may be a reflection of changing geographic economic growth 
rates, inventory compression, a change in longer-term demand for 
networking products, or some combination thereof.  There can be 
no assurance that the networking industry will continue to grow 
or that it will again achieve historic growth rates.  There can 
also be no assurance that the Company's results in any particular 
quarter will fall within market researchers' forecasted ranges 
for growth.

The Company sells a significant portion of its products to 
distributors and resellers.  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.  There can be no assurance that 
the Company will be successful in efforts to manage inventory 
levels at its distributors and resellers.  In addition, 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.

Many vendors, distributors and resellers have been successful in 
the direct sale of products to customers who wish to order 
products via the Internet or through electronic data interchange 
(EDI).  These trends have enabled manufacturers to increase 
business and lower their cost structures from configure-to-order 
and just-in-time inventory management practices.  There can be no 
assurance that the Company will successfully implement such 
systems in a timely manner and a failure to do so could adversely 
affect results of operations.

The Company derives an increasing portion of its sales from OEM 
partners including PC companies that 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.

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 and the Company taking on some 
of the inventory stocking risk previously held by its customers.  
To implement the new model, the Company constrained sales into 
its distribution channels.  As a result of the constrained sales 
and the initial stocking of new products, the Company's inventory 
levels increased. In addition, inventory turns have been reduced 
to levels that are low both relative to historical levels and the 
Company's long-term business model.  During the fourth quarter, 
the Company anticipates that sales out of and into the channel 
should be reasonably in balance, and that changes in its build 
plans should, together with the planned sales levels, result in 
improvements in the Company's inventory position.  However, there 
can be no assurance that the Company will achieve improvements in 
its inventory position, and a failure to do so could adversely 
affect the Company's sales, reserves for excess and obsolete 
inventory, and 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's sales and/or foreign currency transaction 
exposures.  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, the Company's results of operations could be adversely 
affected.  In addition, 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.  While the Company intends to reduce the percentage of 
sales in the third month of a quarter, there can be no assurance 
that this will occur.  Failure to reduce the percentage of sales 
in the third month of a quarter could adversely affect the 
Company's financial results.

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.  
In addition, delays in shipping new products, or technical 
problems found in new products could adversely affect the 
Company's results of operations. The Company is engaged in 
research and development activities in certain 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 introduction of new 
standards-compliant products, and market acceptance of these 
products.  For example, with the determination of the V.90 56 
Kbps standard in January 1998, and the Company's introduction of 
V.90 products in February 1998, future results of the Company are 
dependent, in part, on the timing and extent to which the V.90 
technology is deployed by Internet Service Providers and accepted 
by Internet and other modem users.  Slower than expected 
acceptance by these customers or the failure of the Company to 
successfully market and sell these V.90 products could have an 
adverse impact on the Company's results of operations.

The Company has received, and may continue to receive, notice of 
claims of infringement of other parties' proprietary rights.   
The Company, from time to time, must negotiate licenses or cross-
licenses with third parties to obtain rights to incorporate 
proprietary technologies or technologies, protocols or 
specifications embodied in industry standards.  With regard to 
industry standard technologies, participants in the standard 
making process typically undertake to license such rights on 
reasonable and non-discriminatory terms. The Company's failure to 
obtain and maintain licenses for 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 to be commercially viable, 
could have a material adverse effect on the Company's business, 
results of operation, and financial condition.  

In June 1997, the Company merged with U.S. Robotics, the largest 
acquisition in the history of the networking industry.  Large 
acquisitions are challenging 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 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.

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 systems' 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, cash equivalents and short-term investments at March 1, 
1998 were $900.9 million, increasing $11.0 million from May 31, 
1997.

For the nine months ended March 1, 1998, net cash generated from 
operating activities was $369.4 million.  Accounts receivable at 
March 1, 1998 decreased $107.1 million from May 31, 1997 to 
$889.0 million.  Days sales outstanding in receivables decreased 
to 64 days at March 1, 1998, compared to 65 days at May 31, 1997.  
Inventory levels at March 1, 1998 increased $256.1 million, of 
which $190.5 million was finished goods, from the prior fiscal 
year-end to $769.8 million.  Average inventory turnover was 4.0 
turns for the quarter ended March 1, 1998, compared to 6.4 turns 
for the quarter ended May 31, 1997, primarily as a result of the 
increase in the Company's inventory due to reduced sales levels 
and increased inventory requirements related to the initial 
stocking of new products. 

During the nine months ended March 1, 1998, the Company made 
$324.4 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 March 1, 1998, the Company had approximately $115 
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.

In April 1998, the Company purchased the Rolling Meadows 
property, which was previously under an operating lease, and paid 
the owner $38.3 million pursuant to its purchase rights.

During the first nine months of fiscal 1998, the Company received 
cash of $241.4 million from the sale of approximately 21 million 
shares of its common stock to employees through its employee 
stock purchase and option plans.  These cash inflows related 
primarily to the exercise of stock options by former employees of 
U.S. Robotics.  Pursuant to a change-in-control feature of the 
U.S. Robotics' employee stock option plans, substantially all 
outstanding options held by employees of U.S. Robotics became 
fully vested and exercisable upon closing of the merger in June 
1997.

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.

The two aforementioned leases require the Company to maintain 
specified financial covenants, all of which the Company was in 
compliance with as of March 1, 1998.

During the fourth quarter of fiscal 1998, the Company notified 
the lessor of a 58 acre parcel of land near its existing 
headquarters in Santa Clara of its intention to exercise its 
option to purchase the land for $49.5 million.  On March 26, 1998 
the option was exercised and the Company immediately sold a 
portion of the land to a third party.  Terms of the transaction 
will result in the Company reporting a net gain of $16.5 million 
on the sale of the property during the fourth quarter of fiscal 
1998.  An additional gain of $4.2 million was deferred pending 
the resolution of certain contingencies.

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 March 
1, 1998, there were no outstanding borrowings under the credit 
agreement and the Company was in compliance with all required 
covenants. During the nine months ended March 1, 1998, the 
Company repaid $168.1 million of short-term borrowings incurred 
by U.S. Robotics prior to the merger. 

On December 23, 1997, the Company redeemed convertible 
subordinated notes totaling $110 million.  Under the terms of the 
note agreement, the Company paid cash of approximately $115 
million for principal, accrued interest and an early call 
premium.   Included in other income (expense), net for the three 
and nine months ended March 1, 1998 is a charge of approximately 
$4.7 million for the early call premium and write-off of 
unamortized issuance fees.

As of March 1, 1998 approximately $112 million of the merger 
accrual remained outstanding.  Of this amount, approximately $38 
million related to cash expenditures associated with the merger, 
which the Company expects will be incurred over the next six 
months.

During the fourth quarter of fiscal 1998, the Company completed 
the acquisition of Lanworks Technologies, Inc. for approximately 
$13 million, which will be accounted for as a purchase 
transaction.  The purchase is expected to result in a charge for 
purchased in-process technology of approximately $8 million 
during the quarter ended May 31, 1998.

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 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 and securities litigation in particular, can be expensive 
and disruptive to normal business operations and (ii) the results 
of complex legal proceedings can be very difficult to predict 
with any certainty.

Securities Litigation
---------------------

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

On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., No. C-98-00508 
CRB, was filed against 3Com and several of its present and former 
officers and directors in United States District Court for the 
Northern District of California asserting the same class period 
and factual allegations as the Hirsch and Kravitz actions.  The 
complaint alleges violations of the federal securities laws, 
specifically Sections 10(b) and 20(a) of the Securities Exchange 
Act of 1934, and seeks unspecified damages.  The Hirsch, Kravitz 
and Euredjian actions were filed after Intel Corporation sharply 
decreased prices on its Fast Ethernet network interface cards, 
which resulted in 3Com decreasing its prices on similar products 
and a short-term negative impact on the Company's stock price.  
The Company believes it has meritorious defenses to the claims in 
the Hirsch, Kravitz and Euredjian actions 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.

Several securities actions have been filed against the Company 
and certain of its current and former officers and directors 
following the Company's merger with U.S. Robotics.  In December 
1997, a putative securities class action, captioned Reiver v. 
3Com Corporation, et al., No. C-97-21083 JW, was filed in the 
United States District Court for the Northern District of 
California. The complaint alleges violations of the federal 
securities laws, specifically Sections 10(b) and 20(a) of the 
Securities Exchange Act of 1934, and seeks unspecified damages on 
behalf of a purported class of purchasers of 3Com common stock 
during a period from May 19, 1997 through November 6, 1997.  In 
December 1997 and January 1998, seven similar shareholder class 
action lawsuits were filed in the United States District Court 
for the Northern District of Illinois and the United States 
District Court for the Northern District of California.  The 
cases filed in the Northern District of Illinois have been 
transferred to the Northern District of California, and the 
actions have been consolidated.  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.

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

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

Intellectual Property Litigation
--------------------------------

During February 1998 the Company and Livingston Enterprises, Inc. 
(Livingston) agreed to settle the cases pending between 
Livingston and U.S. Robotics in the United States District Court 
for the Northern District of California Case No. C-97-3551(CRB).  
These actions were dismissed on March 4, 1998.  Neither party 
admitted fault in the settlement.  The terms of the settlement, 
which were not disclosed, were not material to 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.

By an agreement effective February 27, 1998, the Company and 
Motorola, Inc. settled the patent lawsuit pending between 
Motorola and U.S. Robotics in the United States District Court 
for the District of Massachusetts (Civil Action No. 97-10339RCL).  
This case was dismissed on March 31, 1998.  Neither party 
admitted fault.  In connection with the settlement, the Company 
and Motorola entered into a cross-license of their respective 
patents relating to high-speed analog modem technologies required 
for implementation of international standard data communications 
protocols, including the pending V.90 standard for 56 Kbps 
modems.  The terms of the settlement, which were not disclosed, 
were not material to  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. The complaints 
seek injunctive relief and an unspecified amount of damages.  The 
Lippman and Michaels actions are presently stayed.  Four of the 
seven counts of the Bendall action recently were dismissed on 
motion of U.S. Robotics.  Plaintiffs have stated that they will 
attempt to replead those claims.  Two other actions purporting to 
be brought in the public interest under California statutes were 
filed against U.S. Robotics in 1997 in state court in California 
arising out of U.S. Robotics' alleged misrepresentations in 
connection with the sale of its x2 products.  The plaintiff in 
one of these cases, Levy v. U.S. Robotics Corporation (No. 
170968, Superior Court of Marin County, California), recently 
voluntarily dismissed her complaint.  The other action, 
Intervention Inc. v. U.S. Robotics Corporation (No. 984352, 
Superior Court of San Francisco, California), is pending and 
seeks 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)     None


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)*
        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 (13)
	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

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

        (i)     Report on Form 8-K filed on March 5, 1998, reporting under
Item 5 the announcement that the Company revised previously reported
financial results relating to the accounting combination and merger
restructuring charge for the June 12, 1997 merger of 3Com and U.S. Robotics.




                              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:   April 6, 1998            By:  /s/ Christopher B. Paisley
      --------------------           ------------------------------
                                     Christopher B. Paisley
                                     Senior Vice President, Finance
                                     and Chief Financial Officer
                                     (Principal Financial and
                                     Accounting Officer)