______________________________________________________________


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



                              FORM 10-Q/A



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


For the Quarterly Period Ended August 31, 1997    Commission File No. 0-12867

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

              For the transition period from          to  

                               ____________  

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

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

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


Registrant's telephone number, including area code (408)764-5000

Former name, former address and former fiscal year, if changed 
since last report:   N/A

Indicate by check mark whether the Registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the Registrant was required 
to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days. 
					
               Yes ....XX....          No ................

As of August 31, 1997, 345,948,876 shares of the Registrant's 
Common Stock were outstanding.

______________________________________________________________


                         3Com Corporation

                         Table of Contents


PART I.	FINANCIAL INFORMATION

Item 1.		Financial Statements

		Consolidated Balance Sheets
                August 31, 1997 and May 31, 1997       

		Consolidated Statements of Operations
                Three Months Ended August 31, 1997 and 1996    

		Consolidated Statements of Cash Flows
                Three Months Ended August 31, 1997 and 1996    

                Notes to Consolidated Financial Statements     

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


PART II.	OTHER INFORMATION

Item 1.         Legal Proceedings       

Item 2.         Changes in Securities   

Item 3.         Defaults Upon Senior Securities 

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

Item 5.         Other Information      

Item 6.         Exhibits and Reports on Form 8-K       


Signatures             




3Com, AccessBuilder, CoreBuilder, EtherLink, SuperStack and 
U.S. Robotics are registered trademarks of 3Com Corporation or 
its subsidiaries.  Palm, PalmPilot, and x2 are trademarks of 3Com
Corporation or its subsidiaries.




                       PART I.   FINANCIAL INFORMATION

Item 1.	Financial Statements	

                              3Com Corporation
                         Consolidated Balance Sheets
                          (As restated, see Note 2)
                  (Dollars in thousands, except par value)
                                (Unaudited)

                                              August 31,          May 31,
                                                1997               1997
                                              ----------          -------
	
ASSETS
Current Assets:
   Cash and cash equivalents                  $  517,657        $  351,237
   Temporary cash investments                    490,830           538,706
   Trade receivables                           1,137,609           996,080
   Inventories                                   417,013           513,740
   Deferred income taxes                         307,233           196,875
   Other                                         160,709            93,040
                                               ---------         ---------
     Total current assets                      3,031,051         2,689,678

Property and equipment-net                       712,573           731,301
Deposits and other assets                         81,139           118,804
                                               ---------         ---------

  Total                                       $3,824,763        $3,539,783
                                               =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Short-term debt                            $       -         $  134,700
   Accounts payable                              295,407           308,581
   Other accrued liabilities                     750,858           503,232
   Income taxes payable                          108,725           168,942
                                               ---------         ---------
     Total current liabilities                 1,154,990         1,115,455

Long-term debt                                   151,795           163,945
Other long-term obligations                        6,573             6,707
Deferred income taxes                             66,659            25,332

Stockholders' Equity:
Preferred stock, no par value,
  10,000,000 shares
  authorized; none outstanding                        -                 -  
Common stock, $.01 par value,
  990,000,000 shares authorized;
  shares outstanding:  August 31, 1997:
  345,948,876; May 31, 1997:  334,943,663      1,447,639         1,183,926
Unamortized restricted stock grants               (4,793)           (5,165)
Retained earnings                                998,325         1,049,561
Unrealized net gain on available-for-
  sale securities                                  2,404             2,320
Accumulated translation adjustments                1,171            (2,298)
                                               ---------         ---------
  
  Total stockholders' equity                   2,444,746         2,228,344
                                               ---------         ---------

  Total                                       $3,824,763        $3,539,783
                                               =========         =========


See notes to consolidated financial statements.




                               3Com Corporation
                    Consolidated Statements of Operations
                          (As restated, see Note 2)
                    (In thousands, except per share data)
                                  (Unaudited)

                                                 Three Months Ended
                                                     August 31,
                                                 ------------------
                                                 1997          1996
                                                 ----          ----

Sales                                        $1,597,516     $1,311,504

Cost of sales                                   831,429        693,593
                                              ---------      ---------

Gross margin                                    766,087        617,911
                                              ---------      ---------

Operating expenses:
  Sales and marketing                           302,378        222,477
  Research and development                      142,798         98,053
  General and administrative                     62,865         49,736
  Purchased in-process technology                    -          54,000
  Merger-related charges                        269,787             -
                                              ---------      ---------
    Total operating expenses                    777,828        424,266
                                              ---------      ---------

Operating income (loss)                         (11,741)       193,645
Other income, net                                 2,961          2,278
                                              ---------      ---------

Income (loss) before income taxes                (8,780)       195,923
Income tax provision                             42,453         90,879
                                              ---------      ---------

Net income (loss)                            $  (51,233)    $  105,044
                                              =========      =========

 Net income (loss) per common
  and equivalent share:
    Primary                                  $    (0.15)    $     0.30
    Fully diluted                            $    (0.15)    $     0.30

Common and equivalent shares use
  in computing per share amounts:
    Primary                                     341,973        350,339
    Fully diluted                               341,973        351,192

See notes to consolidated financial statements.




                              3Com Corporation
                   Consolidated Statements of Cash Flows
                         (As restated, see Note 2)
                          (Dollars in thousands)
                                (Unaudited)

                                                 Three Months Ended
                                                     August 31,
                                                 ------------------
                                                 1997          1996
                                                 ----          ----

Cash flows from operating activities:
  Net income (loss)                          $  (51,233)    $  105,044
  Adjustments to reconcile net income
    (loss) to cash provided by operating
    activities:
  Depreciation and amortization                  57,671         43,688
  Deferred income taxes                         (68,955)         7,733
  Purchased in-process technology                    -          54,000
  Merger-related charges                        269,787             -  
  Adjustments to conform fiscal year
    of pooled entities: OnStream                     -           4,850
                        U.S. Robotics            15,052         29,195
  Changes in assets and liabilities,
    net of effects of acquisitions:
      Trade receivables                        (141,529)      (224,645)
      Inventories                                58,289         56,810
      Other current assets                      (68,372)       (13,145)
      Accounts payable                          (13,174)        13,204
      Accrued and other liabilities              99,651         25,805
      Income taxes payable                       60,881         39,327
                                              ---------      ---------
		
Net cash provided by operating activities       218,068        141,866
                                              ---------      ---------

Cash flows from investing activities:
  Purchase of property and equipment            (88,594)       (96,611)
  Purchase of temporary cash investments       (102,973)      (152,770)
  Proceeds from temporary cash investments      149,825        144,595
  Business acquired in purchase transaction          -         (66,547)
  Other, net                                      5,998        (12,439)
                                              ---------      ---------

Net cash used for investing activities          (35,744)      (183,772)
                                              ---------      ---------

Cash flows from financing activities:
  Common stock issued under stock plans         127,482         13,910
  Repayments of short-term debt, notes payable
    and capital lease obligations              (168,066)          (380)
  Repayments of long-term debt                  (12,150)            -
  Net proceeds from issuance of debt             33,300         32,836
  Other, net                                      3,530            881
                                              ---------      ---------

Net cash provided by (used for) financing
  activities                                    (15,904)        47,247
                                              ---------      ---------

Increase in cash and cash equivalents           166,420          5,341
Cash and cash equivalents at beginning
 of period                                      351,237        233,573
                                              ---------      ---------

Cash and cash equivalents at end of period   $  517,657     $  238,914
                                              =========      =========

Non-cash financing and investing activities:
  Tax benefit on stock option transactions   $  121,098     $   19,025
  Unrealized net gain (loss) on available
    for-sale securities                      $       84     $   (1,902)

See notes to consolidated financial statements.




                              3Com Corporation
                Notes to Consolidated Financial Statements
                                (Unaudited)


1.	Basis of Presentation

On June 12, 1997, 3Com Corporation (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/A have been restated 
to include the historical financial information of U.S. 
Robotics in accordance with generally accepted accounting 
principles and pursuant to Regulation S-X.

The unaudited consolidated financial statements have 
been prepared by the Company and include the accounts of 
the Company and its wholly-owned subsidiaries.  All 
significant intercompany balances and transactions have 
been eliminated.  In the opinion of management, these 
unaudited consolidated financial statements include all 
adjustments necessary for a fair presentation of the 
Company's financial position as of August 31, 1997, and 
the results of operations and cash flows for the three months 
ended August 31, 1997 and 1996.

On June 1, 1997, the Company adopted a 52-53 week 
fiscal year ending on the Sunday nearest to May 31, which 
for fiscal 1998 will be May 31, 1998.  The Company does 
not expect this change to have a material impact on the 
Company's financial statements.  The results of 
operations for the quarter ended August 31, 1997 may not 
necessarily be indicative of the results to be expected 
for the fiscal year ending May 31, 1998.  These financial 
statements should be read in conjunction with the 
consolidated financial statements and related notes 
thereto included in the Company's Annual Report on Form 
10-K for the fiscal year ended May 31, 1997.


2.      Restatements

In response to a review by the staff of the Securities 
and Exchange Commission of the Company's Form 10-Q 
filings for the quarterly periods ended August 31, 1997 
and November 30, 1997, the Company is revising previously 
reported financial statements. Specifically, and as 
discussed in detail below, the consolidated financial 
statements as of and for the year ended May 31, 1997, and 
as of and for the three months ended August 31, 1997 and 
1996 have been restated to (1) recombine the periods 
presented for fiscal 1997, (2) adjust the merger-related 
charge recorded in the quarter ended August 31, 1997, and 
(3) exclude the effect of conforming the two companies' 
fixed asset capitalization policies.


Recombination of Fiscal 1997
----------------------------

The Company is revising the methodology for presenting 
the combined historical financial results of 3Com and 
U.S. Robotics for fiscal 1997.  The Company had 
previously combined the 12-month period ended May 31, 
1997 for 3Com with the 12-month period ended March 30, 
1997 for U.S. Robotics.  This combining methodology 
resulted in U.S. Robotics' April and May 1997 operating 
results, a net loss of $160.3 million, being recorded as 
a decrease to the Company's retained earnings as of June 
1, 1997, rather than as a component of the fiscal 1997 
statement of operations.

The Company is now combining the fiscal year ended May 
31, 1997 for 3Com 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.  
Consistent with U.S. Robotics' non-linear quarterly sales 
pattern, sales were relatively low in the first two 
months of each quarter and significantly higher in the 
third month of each quarter, which March 1997 represents.  
By using this method, the last month of a quarter is 
included in each of the four quarters for fiscal 1997.
The Company believes that there is no preferable practical
alternative to this combining method.  Nevertheless, this
method does double-count March 1997 results.  As discussed
more fully below, product returns in April and May 1997
were higher than anticipated and resulted in an increase
in the provision for estimated product returns at May 25, 1997.
An indeterminate amount of these returns were related to
March 1997 sales; however, the Company believes that this
amount is not significant to the combined results and that
inclusion of March 1997 in both the third and fourth quarters
of fiscal 1997 is appropriate.  3Com's balance sheet as of
May 31, 1997 was recombined with U.S. Robotics' balance sheet
as of May 25, 1997.  The U.S. Robotics' March 1997 net income
of $112.9 million was reflected once in the Company's retained 
earnings at May 31, 1997.  The previously reported and revised
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
  Previously reported   June`96       September`96  December`96  March`97
  As recombined         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 the 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 Charge
---------------------

During the Company's first fiscal quarter ended August 
31, 1997, the Company recorded a merger-related charge of 
$426.0 million.  As a result of a reassessment of this 
charge, the Company is reducing the merger-related charge 
by $156.2 million to $269.8 million, as follows (in 
millions):

Total merger-related charge as previously reported        $426.0
Less reductions:
  Product swap-out program                                 (61.8) 
  Duplicate facilities and real estate                     (25.4) 
  Goodwill                                                 (20.8)
  Duplicate fixed assets                                   (13.4)
  Severance and outplacement                                (8.9)
  Other assets and obligations                             (25.9)
                                                           -----
		
Total merger-related charge, as revised                   $269.8
                                                           =====

The $61.8 million decrease in the charge reflects a 
change in the amount and timing of recording the product 
swap-out costs associated with certain discontinued 
products.  The Company expects the total cost of the swap-out
program will be significantly less than the amount originally 
accrued.  As originally recorded, shipment of replacement
products resulted in the recognition of sales and cost of
sales.  The revised accounting for the swap-out program
records the net cost of the swap-out as a merger-related
charge as the costs are incurred.  Accordingly, sales and
cost of sales were reduced in the first quarter by $3.3
million and $1.2 million, respectively.

The $25.4 million decrease in the charge for the 
elimination of duplicate owned and leased facilities 
primarily reflects a refinement of costs based on 
detailed asset records rather than estimates.  The $20.8 
million decrease in the charge for goodwill reflects a 
reinstatement of the goodwill recorded by U.S. Robotics 
in conjunction with acquisitions of several international 
distributors prior to the merger with 3Com.

Other reductions to the charge primarily reflect 
revisions to fixed asset write-offs, severance and 
outplacement costs, costs for a development contract 
which was not terminated, and a reduction in the amount 
of loss expected on discontinued product inventory and 
other assets.

The Company expects there will be minimal impact on 
future operating results attributable to the 
aforementioned adjustments to the merger-related charge.  
In the second fiscal quarter ended November 30, 1997, the 
merger-related charge will reflect approximately $14.2 
million in costs associated with the product swap-out 
program.  In future quarters the Company estimates there 
will be a total of approximately $10 to $15 million of 
additional merger-related costs associated with this 
program.

The revised charge of $269.8 million includes 
approximately $227.9 million of integration expenses and 
$41.9 million of direct transaction costs (consisting 
primarily of investment banking and other professional 
fees).  Integration expenses included:

- $76.1 million related to the closure and elimination 
of owned and leased facilities, primarily duplicate 
corporate headquarters and domestic and European sales 
offices;

- $63.0 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;

- $49.1 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

- $39.7 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.

The remaining merger-related accrual at August 31, 
1997 was approximately $221 million.  Total expected cash 
expenditures relating to the merger-related charge are 
estimated to be approximately $148 million, of which 
approximately $48 million was disbursed prior to August 
31, 1997.  Termination benefits paid to 300 employees 
terminated through August 31, 1997 (approximately 30 
percent of the total planned severances) were 
approximately $17 million.  The remaining severance and 
outplacement amounts are expected to be paid within the 
next twelve months.


Fixed Asset Capitalization Policies
-----------------------------------

The financial statements in the Company's Form 10-Q for 
the period ended August 31, 1997 included the effect of 
conforming the two companies' fixed asset capitalization 
policies, which reduced retained earnings by $41.4 
million at May 31, 1997.  The Company subsequently 
determined that this change was not appropriate.  
Eliminating this change did not have a material impact on 
the Company's consolidated financial statements.

Effect of Restatements on Consolidated Financial Statements
-----------------------------------------------------------

The effect of the restatements described above on the 
consolidated balance sheets as of August 31, 1997 and May 
31, 1997 and the consolidated statements of operations 
for the three months ended August 31, 1997 and 1996 is as 
follows (in thousands):


                                 August 31, 1997          May 31, 1997
                                 ---------------          ------------
                                  As                      As 
                              Previously      As      Previously      As
                               Reported    Restated    Reported    Restated
                               --------    --------    --------    --------


Total current assets          $3,026,942  $3,031,051  $2,836,564  $2,689,678

Property and equipment - net     621,113     712,573     660,025     731,301

Total assets                   3,703,738   3,824,763   3,609,233   3,539,783

Total current liabilities      1,171,004   1,154,990   1,072,796   1,115,455

Total stockholders' equity     2,307,707   2,444,746   2,340,122   2,228,344


                                 Three Months Ended     Three Months Ended
                                   August 31, 1997        August 31, 1996
                                   ---------------        -------------- 
                                    As                      As 
                                Previously     As       Previously     As
                                Reported    Restated    Reported    Restated
                                --------    --------    --------    --------

Sales                          $1,600,862  $1,597,516  $1,250,060  $1,311,504
Cost of sales                     832,808     831,429     658,204     693,593
                                ---------   ---------   ---------   ---------
Gross margin                      768,054     766,087     591,856     617,911
                                ---------   ---------   ---------   ---------

Operating expenses:
  Sales and marketing             301,307     302,378     207,208     222,477
  Research and development        142,117     142,798      99,765      98,053
  General and administrative       62,589      62,865      47,642      49,736
  Purchased in-process technology      -           -           -       54,000
  Merger-related charges          426,000     269,787          -           -
                                ---------   ---------   ---------   ---------
Total operating expenses          932,013     777,828     354,615     424,266
                                ---------   ---------   ---------   ---------

Operating income (loss)          (163,959)    (11,741)    237,241     193,645
Other income, net                   2,961       2,961       2,973       2,278
                                ---------   ---------   ---------   ---------

Income (loss) before
  income taxes                   (160,998)     (8,780)    240,214     195,923
Income tax provision (benefit)    (14,178)     42,453      88,250      90,879
                                ---------   ---------   ---------   ---------

Net income (loss)              $ (146,820) $  (51,233) $  151,964  $  105,044
                                =========   =========   =========   =========

Primary and fully diluted net
income (loss) per common 
and equivalent share:          $    (0.43) $    (0.15) $     0.43  $     0.30

Common and equivalent shares used in
computing per share amounts:
  Primary                         341,973     341,973     351,970     350,339
  Fully diluted                   341,973     341,973     352,386     351,192 


Effect of Restatement on 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 
proforma operating results as  previously reported and as 
restated for the quarter ended August 31, 1996 and the 
years ended May 31, 1997, 1996 and 1995 are as follows:


                                         As Previously Reported
                           -------------------------------------------------
                           Three Months Ended        Years Ended
                               August 31,               May 31,
                                 1996        1997        1996        1995
                                 ----        ----------------------------
                                 (In thousands, except per share amounts)

Sales:
3Com                          $  710,140  $3,147,106  $2,327,101  $1,593,469
U.S. Robotics                    546,785   2,493,791   1,977,512     889,347
Reclassifications to conform
  financial statement
  presentation                    (6,865)    (36,751)    (20,105)     (3,056)
                               ---------   ---------   ---------   ---------
Combined                      $1,250,060  $5,604,146  $4,284,508  $2,479,760
                               =========   =========   =========   =========

Net income:
3Com                          $   91,572  $  373,950  $  177,854  $  144,559
U.S. Robotics                     63,298     237,258     170,021      65,951
Adjustments to conform
  certain accounting policies     (2,906)    (13,585)     (7,259)     (6,954)
                               ---------   ---------   ---------   ---------
Combined                      $  151,964  $  597,623  $  340,616  $  203,556
                               =========   =========   =========   =========

Net income per share 
  (on a fully diluted basis):
3Com                          $     0.50  $     2.01  $     1.00  $     0.84
U.S. Robotics (1)                   0.37        1.41        1.02        0.43
Adjustments to conform
  certain accounting policies      (0.01)      (0.04)      (0.02)      (0.02)
                               ---------   ---------   ---------   ---------
Combined                      $     0.43  $     1.69  $     0.99  $     0.63
                               =========   =========   =========   =========


                                               As Restated
                           -------------------------------------------------
                           Three Months Ended        Years Ended
                               August 31,              May 31,
                                 1996        1997        1996        1995
                                 ----        ----------------------------
                                 (In thousands, except per share amounts)

Sales:
3Com                          $  710,140  $3,147,106  $2,327,101  $1,593,469
U.S. Robotics                    611,410   2,503,945   1,977,512     889,347
Reclassifications to conform
  financial statement
  presentation                   (10,046)    (44,974)    (20,105)     (3,056)
                               ---------   ---------   ---------   ---------
Combined                      $1,311,504  $5,606,077  $4,284,508  $2,479,760
                               =========   =========   =========   =========

Net income:
3Com                          $   91,572  $  373,950  $  177,854  $  144,559
U.S. Robotics                     13,472     126,583     170,021      65,951
                               ---------   ---------   ---------   ---------
Combined                      $  105,044  $  500,533  $  347,875  $  210,510
                               =========   =========   =========   =========

Net income per share 
  (on a fully diluted basis):
3Com                          $     0.50  $     2.01  $     1.00  $     0.84
U.S. Robotics (1)                   0.08        0.75        1.02        0.43
                               ---------   ---------   ---------   ---------
Combined                      $     0.30  $     1.41  $     1.01  $     0.65
                               =========   =========   =========   =========


(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 consisted of (in thousands):


                                 August 31, 1997           May 31, 1997
                              ---------------------   ----------------------
                                  As                      As 
                              Previously      As      Previously      As
                               Reported    Restated    Reported    Restated
                               --------    --------    --------    --------

Finished goods                $  261,917  $  268,215  $  262,023  $  346,631
Work-in-process                   27,679      27,679      35,462      31,606
Raw materials                    121,119     121,119     104,871     135,503
                               ---------   ---------    --------   ---------

Total                         $  410,715  $  417,013  $  402,356  $  513,740
                               =========   =========   =========   =========


4.	Net Income (Loss) Per Share

Net income (loss) per common and equivalent share is 
computed based on the weighted average number of common 
shares and the dilutive effects of stock options 
outstanding during the period using the treasury stock 
method.  Common equivalent shares were not included in 
the calculation of earnings per share as they were 
antidilutive for the quarter ended August 31, 1997.  The 
effect of the assumed conversion of the 10.25% 
convertible subordinated notes was antidilutive for the 
periods presented.


5.	Litigation

The Company is a party to lawsuits in the normal course 
of its business.  The Company and its counsel believe 
that it has meritorious defenses in all lawsuits in which 
the Company or its subsidiaries is a defendant.  The 
Company notes that (i) litigation in general and patent 
litigation in particular can be expensive and disruptive 
to normal business operations and (ii) the results of 
complex legal proceedings can be very difficult to 
predict with any certainty.

On October 13, 1995, the Company acquired Chipcom, which 
had already been named as a defendant in the litigation 
described below.  Five complaints were filed between May 
30, 1995 and June 16, 1995 that alleged violations by the 
defendants of Sections 10(b) and 20(a) of the Securities 
and Exchange Act of 1934, and sought unspecified damages.  
The cases were consolidated for pretrial purposes 
pursuant to an order entered by the Court on June 15, 
1995.  The consolidated action is entitled In re: Chipcom 
Securities Litigation, Civil Action No. 95-111114-DPW.  A 
Consolidated Complaint was filed on September 13, 1995, 
and an Amended Consolidated Complaint was filed on 
November 30, 1995.  

The defendants' motion to dismiss the Amended 
Consolidated Complaint was granted without leave to amend 
on May 1, 1996.  The dismissal covers all five cases.  
The plaintiffs appealed the order granting the dismissal.  
On October 1, 1996, the parties to these cases agreed 
upon what the Company considers to be favorable financial 
terms for settlement of all five cases, which amount the 
Company does not consider material to its operations, 
financial position, or liquidity.  Pursuant to the 
settlement which was approved by the District Court on 
June 26, 1997, all claims of all persons which are 
related to the subject matter of the Consolidated 
Complaint were settled and released.

On March 24, 1997, a putative shareholder class action 
lawsuit, entitled Hirsch v. 3Com Corporation, et al., 
Civil Action No. CV764977, was filed against the Company 
and certain of its officers and directors in the 
California Superior Court, Santa Clara County (the 
Superior Court).  The complaint alleges, among other 
things, fraud, negligent misrepresentation and violations 
of the California securities laws, including that during 
the putative class period, sales of the Company's stock 
by officers and directors of 3Com and acquisitions made 
with the Company's stock occurred at inflated prices in 
light of undisclosed information.  Specifically, the 
complaint alleges violations of Sections 25400 and 25500 
of the California Corporations Code, Sections 1709 and 
1710 of the California Civil Code, and Sections 17200 et 
seq. and 17500 et seq. of the California Business and 
Professions Code.  The complaint, which covers a putative 
period of September 24, 1996 through February 10, 1997, 
does not specify the damages sought.  On July 30, 1997, 
the Superior Court sustained in part and overruled in 
part the Company's demurrer to the complaint.  As a 
result of such ruling, the Civil Code and Business and 
Professions Codes allegations have been stricken from the 
complaint.  The Company is in the process of appealing 
the Superior Court's ruling with respect to the remaining 
Corporations Code allegations.  Management believes that 
the action is not meritorious and intends to vigorously 
contest it.  An adverse resolution of the action could 
have a material adverse effect on the Company's results 
of operations and financial condition in the quarter in 
which such adverse resolution occurs.

U.S. Robotics and certain of its directors were named as 
defendants in eleven lawsuits relating to the merger 
between the Company and U.S. Robotics brought in the 
Delaware Chancery Court (In re:  U.S. Robotics 
Corporation Shareholder's Litigation, Delaware Chancery 
Court Consolidated Civil Action No. 15580).  The Company 
has been named as a defendant in nine of these actions.  
The lawsuits, which purport to be stockholder class 
actions brought on behalf of all U.S. Robotics 
stockholders, allege, inter alia, that the directors of 
U.S. Robotics have breached their fiduciary duties by 
approving the Merger Agreement, and that the Company 
aided and abetted this alleged breach of duty.  An 
agreement in principle to settle this litigation has been 
reached with plaintiffs' counsel on what the Company 
considers to be favorable financial terms, which amount 
the Company does not consider to be material to its 
operations, financial position, or liquidity.  Pursuant 
to the settlement which was approved by the Delaware 
Chancery Court on October 7, 1997, all claims of all 
persons which are related to the subject matter were 
settled and released.

On February 13, 1997, Motorola, Inc. filed suit against 
U.S. Robotics in the United States District Court for the 
District of Massachusetts (Motorola, Inc. v. U.S. 
Robotics Corporation, et al., Civil Action No. 97-
10339RCL), claiming infringement of eight United States 
patents.  The complaint alleges willful infringement and 
prays for unspecified damages and injunctive relief.  In 
a separate statement announcing the filing of the lawsuit 
published on PRNewswire on the same date, Motorola 
alleged that the patents at issue cover "technologies 
essential to the International Telecommunications Union 
(ITU) V.34 modem standard."  In the same statement, a 
Motorola officer is quoted as saying that Motorola is 
"committed" to making its technology incorporated in 
standards available on a "fair, reasonable and non-
discriminatory basis."  U.S. Robotics has filed an answer 
to Motorola's claims setting forth its defenses and 
asserting counterclaims which allege infringement of a 
U.S. Robotics patent, violation of antitrust laws, 
promissory estoppel and unfair competition.  Although the 
Company believes it has meritorious defenses to 
Motorola's claims and intends to contest this lawsuit 
vigorously, an adverse outcome of such litigation could 
have a material adverse effect on the business, results 
of operations or financial condition of the Company in 
the quarter in which such adverse resolution occurs.

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 Corp., No. 
97-CV-6182T), claiming infringement of one United States 
Patent.  The complaint alleges willful infringement and 
prays for unspecified damages and injunctive relief.  In 
a press release dated April 30, 1997, Xerox alleged that 
its patent, issued January 21, 1997, "covers the use and 
recognition of handwritten text using an alphabet system 
designed especially for reliable recognition in pen 
computers," and that Palm Computing Corporation's (Palm) 
PalmPilotTM hand-held computer and "Graffiti" software in 
its PalmTM operating system infringe the Xerox patent.  
Palm is a wholly-owned subsidiary of the Company.  The 
Company believes it has meritorious defenses to Xerox's 
claims and intends to contest the lawsuit vigorously.  An 
adverse resolution of the action could have a material 
adverse effect on the Company's results of operations and 
financial condition in the quarter in which such adverse 
resolution occurs.

On April 21, 1997, U.S. Robotics and three of its 
customers, Best Buy Co., Inc., Egghead, Inc. and Fry's 
Electronics, Inc., were sued in a purported consumer 
class action filed in Superior Court in Marin County, 
California (Bendall et al v. U.S. Robotics Corporation et 
al, No. 170441).  The named plaintiffs are residents of 
the states of Alabama, California, Tennessee and 
Washington and they purport to represent various classes 
of persons who have purchased or otherwise acquired U.S. 
Robotics' new x2 products and products upgradeable to x2.  
Damages, including punitive damages, and other relief are 
sought under the California Consumer Legal Remedies Act 
and the California Song-Beverly Consumer Warranty Act, 
and under various common law theories, including breach 
of contract, fraud and deceit, negligent 
misrepresentation, breach of implied warranty and unjust 
enrichment.  The Company believes it has meritorious 
defenses to this lawsuit and intends to contest the 
lawsuit vigorously.  An adverse resolution of the action 
could have a material adverse effect on the Company's 
results of operations and financial condition in the 
quarter in which such adverse resolution occurs.

Another lawsuit, purporting to be "For the interests of 
the General Public" was filed against U.S. Robotics in 
the same court on March 13, 1997 (Levy v. U.S. Robotics 
Corporation, No. 170968).  This action alleges that U.S. 
Robotics' promotion and advertising of x2 products 
constituted unfair competition and deceptive, untrue and 
misleading advertising in violation of the California 
Business and Professional Code, and seeks injunctive 
relief, including "restitution of all revenues" and an 
award of attorney fees.  Additionally, a purported public 
interest plaintiff sued U.S. Robotics on January 29, 1997 
in California Superior Court in San Francisco 
(Intervention Inc. v. U.S. Robotics Corporation, Case No. 
984352) under the same statute, alleging various 
misrepresentations in connection with the promotion and 
advertising of U.S. Robotics' x2 products, and seeking 
injunctive and other relief, including attorney's fees.  
The Company believes it has meritorious defenses to this 
lawsuit and intends to contest the lawsuit vigorously.  
An adverse resolution of the action could have a material 
adverse effect on the Company's results of operations and 
financial condition in the quarter in which such adverse 
resolution occurs.


6.	Effects of Recent Accounting Pronouncements

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


                         Three Months Ended August 31,
                             1997             1996
                             ----             ----
        Basic              $ (0.15)         $  0.32
        Diluted            $ (0.15)         $  0.30


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. 




                              3Com Corporation

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

The Company has restated its consolidated financial 
statements for the three months ended August 31, 1997 and
1996, and the fiscal year ended May 31, 1997.  For a detailed 
description of the restatements, please see Notes 1 and 2 of 
Notes to Consolidated Financial Statements.  The following 
Management's Discussion and Analysis of Financial Condition 
and Results of Operations pertains to the consolidated 
financial statements, as restated.


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

The following table sets forth, for the fiscal quarters 
indicated, the percentage of total sales represented by the 
line items reflected in the Company's consolidated statements 
of operations:


                                      Three Months Ended August 31,
                                             1997        1996
                                             ----        ----
				
Sales.....................................  100.0 %     100.0 %
Cost of sales.............................   52.0        52.9
                                            -----       -----
Gross margin..............................   48.0        47.1
                                            -----       -----
Operating expenses:				
Sales and marketing.......................   18.9        17.0 
Research and development..................    8.9         7.5 
General and administrative................    4.0         3.8 
Purchased in-process technology...........     -          4.1 
Merger-related charges....................   16.9          -
                                            -----       -----
Total operating expenses..................   48.7        32.4
                                            -----       -----
Operating income (loss)...................   (0.7)       14.7 
Other income, net.........................    0.2         0.2
                                            -----       -----
Income (loss) before income taxes.........   (0.5)       14.9 
Income tax provision......................    2.7         6.9
                                            -----       -----
Net income (loss).........................   (3.2)%       8.0 %
                                            =====       =====

				
Excluding merger-related and purchased
  in-process technology charges:                  
Total operating expenses..................   31.8 %      28.2 %
Operating income..........................   16.2        18.9 
Net income................................   10.6        12.1 


Quarters Ended August 31, 1997 and 1996

Sales in the first quarter of fiscal 1998 totaled $1.6 
billion, an increase of $286.0 million or 22 percent from the 
corresponding quarter a year ago.  The Company believes that 
the year-over-year increase in first quarter sales is due to 
several factors, including growth in the networking market as 
the Internet, corporate Intranets, client server applications 
and remote access services stimulate customers to migrate from 
shared to switched media and to larger bandwidth and higher 
speed technologies, such as Fast Ethernet, ATM and Gigabit 
Ethernet, to support data, voice and video multimedia traffic.  
The Company also believes that the strength of the Company's 
product offerings at the edge of the network, including 
modems, network interface cards (NICs), workgroup switches and 
hubs, the continuous expansion of 3Com's product offerings, 
and the ability to deliver complete data networking solutions 
for different connectivity environments contributed to the 
increase in first quarter sales over the same period a year 
ago.

Sales of client access products (e.g., modems and NICs) in the 
first quarter of fiscal 1998 increased 23 percent from the 
same quarter one year ago, and represented 56 percent of total 
sales, compared to 55 percent in the first quarter of fiscal 
1997.  Net sales of modem products during the first quarter 
were approximately $500 million.  The year-over-year increase 
in sales of client access products represented a significant 
increase in unit volume, led primarily by the Fast EtherLink
(registered trademark) PCI adapters and Fast EtherLink PC Cards,
and sales of the recently introduced U.S. Robotics (registered
trademark) 56 Kbps modem with x2TM technology.  This increase was
partially offset by a decline in average selling prices of certain
Fast EtherLink products and a decline in sales of 10 Mbps Ethernet
NICs as a result of the accelerated transition from 10 Mbps
Ethernet to Fast Ethernet adapters.

Sales of network systems products (e.g., switches, 
internetworking, remote access and hubs) in the first quarter 
of fiscal 1998 increased 20 percent from the same quarter one 
year ago, and represented 44 percent of total sales, compared 
to 45 percent in the year ago quarter.  The year-over-year 
increase in network systems sales was led primarily by the 
increase in the SuperStack (registered trademark) II workgroup
switching family, the CoreBuilder (registered trademark) 7000
ATM High-Function switching family, and the CoreBuilder 5000
enterprise switching family, partially offset by the year-over-year
declines in average selling prices for remote access and workgroup
switching products.  The Company experienced a significant increase
in unit volume in workgroup switching products and Fast Ethernet
stackable hubs, partially offset by a decline in average selling
prices resulting from increased competition and pricing pressures.

International sales for the first quarter of fiscal 1998 
comprised 44 percent of total sales compared to 37 percent in 
the same period a year ago.  International sales increased 45 
percent in all major geographic regions, with especially 
strong growth in the Asia Pacific and European regions.  The 
Company believes that the growth in international sales is due 
primarily to the Company's continued expansion of operations 
internationally.  The Company's operations were not 
significantly impacted by fluctuations in foreign currency 
exchange rates in the first quarters of fiscal 1998 and 1997.  
Sales in the United States for the first quarter of fiscal 
1998 increased eight percent when compared to the first 
quarter of fiscal 1997.

Gross margin as a percentage of sales was 48.0 percent in the 
first quarter of fiscal 1998, compared to 47.1 percent for the 
first quarter of fiscal 1997.  The corresponding improvement 
in gross margin in the first quarter of fiscal 1998 primarily 
reflects increased sales of higher margin products, such as 
the U.S. Robotics 56 Kbps modem with x2 technology and 
enterprise switching products.  Factors causing the increase 
in gross margin were partially offset by higher sales of 
certain lower margin adapter products and workgroup switching 
products, for which average selling prices declined during the 
period due to competitive pricing pressures.

Total operating expenses in the first quarter of fiscal 1998 
were $777.8 million or 48.7 percent of sales, compared to 
$424.3 million or 32.4 percent of sales in first quarter of 
fiscal 1997.  Excluding the pre-tax merger-related charge of 
$269.8 million related to the merger with U.S. Robotics (see 
Note 2 of Notes to Consolidated Financial Statements), total 
operating expenses for the first quarter of fiscal 1998 were 
$508.0 million, or 31.8 percent of sales.  Excluding the 
purchased in-process technology charge of $54.0 million 
associated with the acquisition of Scorpio Communications, 
Ltd. (Scorpio), total operating expenses for the first quarter 
of fiscal 1997 were $370.3 million, or 28.2 percent of sales.

Sales and marketing expenses in the first quarter of fiscal
1998 increased $79.9 million or 36 percent from the first 
quarter of fiscal 1997.  Sales and marketing expenses as a 
percentage of sales increased to 18.9 percent of sales in the 
first quarter of fiscal 1998, from 17.0 percent of sales in 
the corresponding fiscal 1997 period.  The increase in such 
expenses reflected increased costs associated with marketing 
promotions and customer support programs and an increase in 
field sales and marketing personnel.

Research and development expenses in the first quarter of 
fiscal 1998 increased $44.7 million or 46 percent from the 
year-ago period.  Research and development expenses increased 
to 8.9 percent of sales in the first quarter of fiscal 1998, 
compared to 7.5 percent of sales in the first quarter of 
fiscal 1997.  The increase in research and development 
expenses was primarily attributable to the cost of developing 
new products, primarily switching, network management and 
remote access, and the Company's expansion into new 
technologies and markets.  The Company believes the timely 
introduction of new technologies and products is crucial to 
its success, and plans to continue to make acquisitions or 
strategic investments to accelerate time to market where 
appropriate.

General and administrative expenses in the first quarter of 
fiscal 1998 increased $13.1 million or 26 percent from the 
same period a year ago.  General and administrative expenses 
increased to 4.0 percent of sales in the first quarter of 
fiscal 1998, compared to 3.8 percent of sales in the first 
quarter of fiscal 1997.  The increase in general and 
administrative expenses primarily reflected an expansion of 
the Company's infrastructure and duplicate levels of corporate 
administration as a result of the merger with U.S. Robotics.

Other income (net) increased $0.7 million to $3.0 million in 
the first quarter of fiscal 1998 compared to $2.3 million in 
the first quarter of fiscal 1997.  Interest income increased 
primarily due to larger cash and investment balances, but was 
partially offset by losses on foreign exchange translations.

The Company recorded a tax provision of $42.5 million for the 
first quarter of fiscal 1998, compared to $90.9 million for 
the first quarter of fiscal 1997. The provision in the first 
quarter of fiscal 1998 reflected the non-deductibility of 
certain costs associated with the merger.  Excluding these 
costs, the pro forma effective income tax rate was 35.0 
percent for the first quarter of fiscal 1998.  The provision 
in the first quarter of fiscal 1997 reflected the non-
deductibility of the purchased in-process technology charge 
associated with the acquisition of Scorpio.  Excluding this 
charge, the pro forma effective tax rate was 36.4 percent for 
the first quarter of fiscal 1997.

Net loss for the first quarter of fiscal 1998 was $51.2 
million, or $0.15 per share, compared to net income of $105.0 
million, or $0.30 per share, for the first quarter of fiscal 
1997.  Excluding the merger-related charge, net income was 
$169.6 million, or $0.47 per share for the first quarter of 
fiscal 1998.  Excluding the purchased in-process technology 
charge associated with the acquisition of Scorpio, net income 
was $159.0 million, or $0.45 per share in the first quarter of 
fiscal 1997.


Business Environment and Risk Factors

This report contains certain forward looking statements, 
including statements regarding future trends in sales, gross 
margin, expense and liquidity levels.  Actual results could 
vary materially based upon a number of factors, including but 
not limited to those set forth below.  The Company's future 
operating results may be affected by various trends and 
factors which the Company must successfully manage in order to 
achieve favorable operating results.  In addition, there are 
trends and factors beyond the Company's control which affect 
its operations.  In accordance with the provisions of the 
Private Securities Litigation Reform Act of 1995, the 
cautionary statements set forth below identify important 
factors that could affect future results or cause actual 
results to differ materially from those in any forward-looking 
statements which may be contained in this report.  Such trends 
and factors include, but are not limited to, the Company's 
successful introduction of new products, adverse changes in 
general economic conditions or conditions in the specific 
markets for the Company's products, governmental regulation or 
intervention affecting communications or data networking, 
fluctuations in foreign exchange rates, and other factors, 
including those listed below.  

The Company participates in a highly volatile and rapidly 
growing industry which is characterized by vigorous 
competition for market share and rapid technological 
development carried out amidst uncertainty over adoption of 
industry standards and protection of proprietary intellectual 
property rights.  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 and communications 
companies.  The Company's ability to compete in this 
environment depends upon a number of competitive and market 
factors, and is subject to the risks set forth in this report 
and other factors.

The market for the Company's products is intensely competitive 
and characterized by rapidly changing technology.  The 
Company's success depends, in substantial part, on the timely 
and successful introduction of new products.  An unexpected 
change in one or more of the technologies affecting data 
networking, or in market demand for products based on a 
particular technology, could lead to a slowdown in sales of 
certain products, and could have a material adverse effect on 
the Company's operating results if the Company does not 
respond timely and effectively to such changes.  The Company 
is engaged in research and development activities in certain 
emerging LAN and WAN high-speed technologies, such as ATM, 
ISDN, DSL, Fast Ethernet, Gigabit Ethernet 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.  In addition, if the PC industry migrates 
toward standardizing the integration of network interface 
capabilities on the PC motherboard, and if the Company does 
not manage its business to cost-effectively transition toward 
this technology, it could have an adverse impact on the 
Company.

The Company recently introduced x2 technology (pulse code 
modulation technology permitting downloading of data over 
regular analog telephone lines at speeds up to 56 Kbps).  
Although the Company was the first to begin shipping in 
commercial volumes in March 1997, the Company has experienced 
vigorous competition from many of the significant modem and 
remote access equipment manufacturers, most of which have 
begun shipment of, or announced their intentions to bring 
products featuring the same basic 56 Kbps technology and 
capabilities to market in the coming weeks and months.  The 
Company's success depends, in substantial part, on the 
adoption of industry standards and on the timely and 
successful introduction of upgrades of this product to comply 
with emerging industry standards and on the Company's ability 
to address competing technological and product developments 
carried out by others.  Delays in adoption of industry 
standards or adoption of standards not fully compatible with 
x2 technology could adversely affect the Company's sales of 
products incorporating the x2 technology.

Although annual growth rates for the networking infrastructure 
industry have recently been in the 30 to 50 percent range, and 
annual growth rates for the PC industry have recently been in 
the high teens, there can be no assurance that these industry 
growth rates will continue at the same level.  As both 
industries affect the Company's business, a slowdown in either 
of these industries could adversely affect the financial 
results of Company.  There can be no assurance that the 
Company's results in any particular quarter will fall within 
that range.

The Company's customers historically request fulfillment of 
orders in a short period of time, resulting in a minimal 
backlog.  Quarterly sales and results of operations generally 
depend on the volume and timing of orders, and the ability to 
fulfill them within the quarter.  As a result, the lack of 
backlog provides limited visibility to the Company's future 
sales trends.  Should incoming orders rates decline, the 
Company's financial results would be adversely affected in any 
such period.  In addition, if the Company is not successful in 
meeting its linearity objectives, sales during the quarter may 
become back-end loaded which may expose the Company to 
potential risk due to unforeseen circumstances, as well as 
incremental costs caused by temporary fluctuations in business 
operations.

The Company sells its products through a large and diverse set 
of direct and indirect (third party) distribution channels, 
and the Company considers its broad distribution capabilities 
to be a competitive asset.  Management of these distribution 
channels requires the Company to work with its channel 
partners to monitor inventories of the Company's products held 
by channel partners and maintain these inventories at levels 
which are appropriate to the level of sales anticipated by 
each channel partner.  Visibility as to the total levels of 
inventory held by channel partners is limited as information 
from channel partners may not be complete or accurate.  
However, based on the limited data available, the Company 
believes that channel inventory levels are at or above the 
high end of the range of where the Company would like to 
operate.  If the Company is not successful in working with its 
channel partners to monitor and reduce channel inventories to 
appropriate levels on an ongoing basis, future results may be 
affected.

The non-linearity of sales throughout the quarter subjects the 
Company to business risks due to unexpected disruptions in 
functions including but not limited to manufacturing, order 
management, information systems and shipping, and could have 
an adverse affect on the Company's results of operations.

The Company operates in an industry in which the ability to 
compete is dependent on the development or acquisition of 
proprietary technology, which must be protected both to 
preserve the benefits of exclusive use of the Company's own 
technology, and enable the Company to license technology from 
other parties on acceptable terms.  The Company attempts to 
protect its intellectual property rights through a combination 
of patents, copyrights, trademarks and trade secret laws.  
There can be no assurance that the steps taken by the Company 
will be sufficient to prevent misappropriation of intellectual 
properties or that competitors will not independently develop 
technologies that are equivalent or superior to the 
technologies of the Company.

The Company must, from time to time, and may in the future, 
negotiate licenses with third parties with respect to third-
party proprietary technologies that are required for 
implementation of certain networking and communication 
protocols and standards.  In most instances, the owners of 
intellectual property rights covering technologies required 
for official standards have formally undertaken to license 
such rights on fair, reasonable and non-discriminatory terms.  
However, there can be no assurance in this regard, and there 
is still the potential for disputes and litigation even where 
a third party has undertaken to make licenses generally 
available.

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.  

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

The Company will continue to invest in expanding its sales, 
marketing, service, logistics and manufacturing operations 
worldwide.  The Company's sales and earnings may be adversely 
affected unless the Company can successfully assimilate and 
train new employees in a timely manner.  The Company may also 
be adversely affected if it cannot successfully expand its 
sales and distribution capabilities, in particular, the new 
manufacturing and distribution facility in the Asia Pacific 
region, in a timely manner.

Although substantially all of the Company's historical sales 
have been denominated in U.S. dollars, the Company does have 
operations in other geographic markets and occasionally 
transacts business in other currencies.  Should the 
international environment change such that the Company must 
expand its exposure to foreign currencies, despite the fact 
that the Company does attempt to mitigate this risk by hedging 
foreign currency transactions, a significant fluctuation in 
foreign currency could have an adverse impact on the Company.

Recruiting and retaining skilled personnel, especially in 
certain locations in which the Company operates, is highly 
competitive.  Retention of key employees following an 
acquisition or merger is typically challenging and the 
Company's success in retaining such employees or effectively 
recruiting new employees may impact future operations.  See 
discussion of the U.S. Robotics transaction below.  Unless the 
Company can successfully recruit and retain such personnel, 
the Company's ability to achieve continued growth in sales and 
earnings may be adversely affected.

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

On June 12, 1997, the Company merged with U.S. Robotics, the 
largest acquisition in the history of the networking industry 
(see Note 1 of Notes to Consolidated Financial Statements).  
Large acquisitions are challenging, in general, and there can 
be no assurance that products, technologies, distribution 
channels, customer support operations, management information 
systems, key personnel and businesses of U.S. Robotics or 
other acquired companies will be effectively assimilated into 
the Company's business or product offerings, or that such 
integration will not adversely affect the Company's business, 
financial condition or results of operations.  The 
difficulties of such integration may be increased by the size 
and number of future acquisitions and the requirements of 
coordinating geographically separated organizations, such as 
the U.S. Robotics merger.  The integration of the companies 
will require the dedication of management resources which may 
temporarily distract attention from the day-to-day business of 
the combined company.  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, including, without limitation, product 
development cycles and marketing efforts.  In addition, there 
can be no assurance that any acquired products, technologies 
or businesses will contribute at anticipated levels to the 
Company's sales or earnings, or that the sales, earnings and 
technologies under development from acquired businesses will 
not be adversely affected by the integration process or other 
general factors.  If the Company is not successful in the 
integration of such acquisitions, there could be an adverse 
impact on the financial results and financial condition of the 
Company.  For a detailed discussion of these and other risks 
related to the U.S. Robotics merger, see the Joint Proxy 
Statement/Prospectus dated May 8, 1997 at pages 21 through 26.

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

The Company's business is characterized by the continuous 
introduction of new products and the management of the 
transition of those products from prior generations of 
technology or product platforms.  In each product transition 
cycle, the Company faces the challenge of managing the 
inventory of its older products, including materials, work-in-
process, and products held by resellers.  If the Company is 
not successful in managing these transitions, there could be 
an adverse impact on the financial results of the Company.  

The Company's products are covered by product warranties and 
the Company may be subject to contractual commitments 
concerning product features or performance.  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 sales and earnings.

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.

The Company is in the process of transitioning its 
manufacturing requirements planning (MRP), accounts payable, 
purchasing and intercompany accounting systems to a new set of 
applications which operate on a client server based platform.  
In the second quarter of fiscal 1998, the Company plans to 
transition to the first installation at several manufacturing 
sites.  Further development of the client server system will 
be required to assure production stability of the new 
applications systems.  As a result of the transition to the 
new client server platform, the Company may experience 
processing or financial system disruptions, which may have an 
adverse effect on the Company.

Notwithstanding the Company's increased geographical 
diversification, the Company's corporate headquarters and a 
large portion of its research and development activities and 
other critical business operations are located in California, 
near major earthquake faults.  The Company's business, 
financial condition and operating results could be materially 
adversely affected in the event of a major earthquake.  

Because of the foregoing factors, as well as other factors 
affecting the Company's operating results, past trends and 
performance should not be presumed by investors to be an 
accurate indicator of future results or trends.


Liquidity and Capital Resources

Cash, cash equivalents and temporary cash investments at 
August 31, 1997 were $1.0 billion, increasing $118.5 million 
from May 31, 1997.

For the three months ended August 31, 1997, net cash generated 
from operating activities was $218.1 million.  Trade 
receivables at August 31, 1997 increased $141.5 million to 
$1,137.6 million from $996.1 million at May 31, 1997.  Days 
sales outstanding in receivables decreased to 64 days at 
August 31, 1997, compared to 65 days at May 31, 1997.  
Inventory levels at August 31, 1997 decreased $96.7 million 
from the prior fiscal year-end to $417.0 million.  Inventory 
turnover increased to 7.1 turns at August 31, 1997, compared 
to 6.4 turns at May 31, 1997.

During the three months ended August 31, 1997, the Company 
made $88.6 million in capital expenditures.  Major capital 
expenditures included upgrades and expansion of the Company's 
facilities in Santa Clara, California and the continuing 
development of the Company's worldwide information systems.  
As of August 31, 1997, the Company had outstanding 
approximately $140 million in capital expenditure commitments 
primarily associated with the construction and expansion of 
office and manufacturing space in Singapore, the U.K. and 
Ireland.

During the first quarter of fiscal 1998, the Company received 
cash of $127.5 million from the sale of approximately 11 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 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 with 3Com 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, to 
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.  The Company began 
construction of the buildings in July 1997, and 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, to 
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.  The Company began 
construction of the buildings in the first quarter of fiscal 
1998, and anticipates that it will occupy and begin lease 
payments in the third quarter of fiscal 1999.

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

The three aforementioned leases require the Company to 
maintain specified financial covenants, all of which the 
Company was in compliance with as of August 31, 1997.

The Company has a $100 million revolving bank credit agreement 
which expires December 20, 1999.  Payment of cash dividends 
are permitted under the credit agreement, subject to certain 
limitations based on net income levels of the Company.  The 
Company has not paid and does not anticipate it will pay cash 
dividends on its common stock.  The credit agreement requires 
the Company to maintain specified financial covenants.  As of 
August 31, 1997, there were no outstanding borrowings under 
the credit agreement and the Company was in compliance with 
all required covenants.  During the three months ended August 31, 
1997, the Company repaid $168.1 million of short-term 
borrowings incurred by U.S. Robotics, which included $33.3 
million of borrowings that occurred between May 25 and June 
12, 1997. 

In November 1997, the $110 million aggregate principal amount 
of convertible subordinated notes become redeemable at the 
option of the Company at an initial redemption price of 
102.929% of the principal amount.  The notes are convertible 
at the option of the note holders into the Company's common 
stock at an initial conversion price of $34.563 per share.  
The Company has reserved 3,182,640 shares of common stock for 
the conversion of these notes.  The notes mature in 2001, and 
interest is payable semi-annually at 10.25 percent per annum.  
The Company is evaluating the opportunities for redemption of 
these notes.

During the quarter ended August 31, 1997, the Company 
completed the merger transaction with U.S. Robotics.  As a 
result, the Company recorded merger-related charges of $269.8 
million. The remaining merger-related accrual at August 31, 
1997 was approximately $221 million.  Total expected cash 
expenditures relating to the merger charge are estimated to be 
approximately $148 million, of which approximately $48 million 
was disbursed prior to August 31, 1997.  Termination benefits 
paid to 300 employees terminated through August 31, 1997 
(approximately 30 percent of the total planned severances) 
were approximately $17 million.  The remaining severance and 
outplacement amounts are expected to be paid within the next 
twelve months.

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


Effects of Recent Accounting Pronouncements

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

                            Three Months Ended August 31,
                              1997                  1996
                              ----                  ----
        Basic                $(0.15)               $0.32
        Diluted              $(0.15)               $0.30


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 and its counsel believe that it has 
meritorious defenses in all lawsuits in which the Company or 
its subsidiaries is a defendant.  The Company notes that (i) 
litigation in general and patent litigation in particular can 
be expensive and disruptive to normal business operations and 
(ii) the results of complex legal proceedings can be very 
difficult to predict with any certainty.

On October 13, 1995, the Company acquired Chipcom, which had 
already been named as a defendant in the litigation described 
below.  Five complaints were filed between May 30, 1995 and 
June 16, 1995 that alleged violations by the defendants of 
Sections 10(b) and 20(a) of the Securities and Exchange Act of 
1934, and sought unspecified damages.  The cases were 
consolidated for pretrial purposes pursuant to an order 
entered by the Court on June 15, 1995.  The consolidated 
action is entitled In re: Chipcom Securities Litigation, Civil 
Action No. 95-111114-DPW.  A Consolidated Complaint was filed 
on September 13, 1995, and an Amended Consolidated Complaint 
was filed on November 30, 1995.  

The defendants' motion to dismiss the Amended Consolidated 
Complaint was granted without leave to amend on May 1, 1996.  
The dismissal covers all five cases.  The plaintiffs appealed 
the order granting the dismissal.  On October 1, 1996, the 
parties to these cases agreed upon what the Company considers 
to be favorable financial terms for settlement of all five 
cases, which amount the Company does not consider material to 
its operations, financial position, or liquidity.  Pursuant to 
the settlement which was approved by the District Court on 
June 26, 1997, all claims of all persons which are related to 
the subject matter of the Consolidated Complaint were settled 
and released.

On March 24, 1997, a putative shareholder class action 
lawsuit, entitled Hirsch v. 3Com Corporation, et al., Civil 
Action No. CV764977, was filed against the Company and certain 
of its officers and directors in the California Superior 
Court, Santa Clara County (the Superior Court).  The complaint 
alleges, among other things, fraud, negligent 
misrepresentation and violations of the California securities 
laws, including that during the putative class period, sales 
of the Company's stock by officers and directors of 3Com and 
acquisitions made with the Company's stock occurred at 
inflated prices in light of undisclosed information.  
Specifically, the complaint alleges violations of Sections 
25400 and 25500 of the California Corporations Code, Sections 
1709 and 1710 of the California Civil Code, and Sections 17200 
et seq. and 17500 et seq. of the California Business and 
Professions Code.  The complaint, which covers a putative 
period of September 24, 1996 through February 10, 1997, does 
not specify the damages sought.  On July 30, 1997, the 
Superior Court sustained in part and overruled in part the 
Company's demurrer to the complaint.  As a result of such 
ruling, the Civil Code and Business and Professions Codes 
allegations have been stricken from the complaint.  The 
Company is in the process of appealing the Superior Court's 
ruling with respect to the remaining Corporations Code 
allegations.  Management believes that the action is not 
meritorious and intends to vigorously contest it.  An adverse 
resolution of the action could have a material adverse effect 
on the Company's results of operations and financial condition 
in the quarter in which such adverse resolution occurs.

U.S. Robotics and certain of its directors were named as 
defendants in eleven lawsuits relating to the merger between 
the Company and U.S. Robotics brought in the Delaware Chancery 
Court (In re:  U.S. Robotics Corporation Shareholder's 
Litigation, Delaware Chancery Court Consolidated Civil Action 
No. 15580).  The Company has been named as a defendant in nine 
of these actions.  The lawsuits, which purport to be 
stockholder class actions brought on behalf of all U.S. 
Robotics stockholders, allege, inter alia, that the directors 
of U.S. Robotics have breached their fiduciary duties by 
approving the Merger Agreement, and that the Company aided and 
abetted this alleged breach of duty.  An agreement in 
principle to settle this litigation has been reached with 
plaintiffs' counsel on what the Company considers to be 
favorable financial terms, which amount the Company does not 
consider to be material to its operations, financial position, 
or liquidity.  Pursuant to the settlement which was approved 
by the Delaware Chancery Court on October 7, 1997, all claims 
of all persons which are related to the subject matter were 
settled and released.

On February 13, 1997, Motorola, Inc. filed suit against U.S. 
Robotics in the United States District Court for the District 
of Massachusetts (Motorola, Inc. v. U.S. Robotics Corporation, 
et al., Civil Action No. 97-10339RCL), claiming infringement 
of eight United States patents.  The complaint alleges willful 
infringement and prays for unspecified damages and injunctive 
relief.  In a separate statement announcing the filing of the 
lawsuit published on PRNewswire on the same date, Motorola 
alleged that the patents at issue cover "technologies 
essential to the International Telecommunications Union (ITU) 
V.34 modem standard."  In the same statement, a Motorola 
officer is quoted as saying that Motorola is "committed" to 
making its technology incorporated in standards available on a 
"fair, reasonable and non-discriminatory basis."  U.S. 
Robotics has filed an answer to Motorola's claims setting 
forth its defenses and asserting counterclaims which allege 
infringement of a U.S. Robotics patent, violation of antitrust 
laws, promissory estoppel and unfair competition.  Although 
the Company believes it has meritorious defenses to Motorola's 
claims and intends to contest this lawsuit vigorously, an 
adverse outcome of such litigation could have a material 
adverse effect on the business, results of operations or 
financial condition of the Company in the quarter in which 
such adverse resolution occurs.

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 Corp., No. 97-CV-6182T), 
claiming infringement of one United States Patent.  The 
complaint alleges willful infringement and prays for 
unspecified damages and injunctive relief.  In a press release 
dated April 30, 1997, Xerox alleged that its patent, issued 
January 21, 1997, "covers the use and recognition of 
handwritten text using an alphabet system designed especially 
for reliable recognition in pen computers," and that Palm 
Computing Corporation's (Palm) PalmPilotTM hand-held computer 
and "Graffiti" software in its PalmTM operating system 
infringe the Xerox patent.  Palm is a wholly-owned subsidiary 
of the Company.  The Company believes it has meritorious 
defenses to Xerox's claims and intends to contest the lawsuit 
vigorously.  An adverse resolution of the action could have a 
material adverse effect on the Company's results of operations 
and financial condition in the quarter in which such adverse 
resolution occurs.

On April 21, 1997, U.S. Robotics and three of its customers, 
Best Buy Co., Inc., Egghead, Inc. and Fry's Electronics, Inc., 
were sued in a purported consumer class action filed in 
Superior Court in Marin County, California (Bendall et al v. 
U.S. Robotics Corporation et al, No. 170441).  The named 
plaintiffs are residents of the states of Alabama, California, 
Tennessee and Washington and they purport to represent various 
classes of persons who have purchased or otherwise acquired 
U.S. Robotics' new x2 products and products upgradeable to x2.  
Damages, including punitive damages, and other relief are 
sought under the California Consumer Legal Remedies Act and 
the California Song-Beverly Consumer Warranty Act, and under 
various common law theories, including breach of contract, 
fraud and deceit, negligent misrepresentation, breach of 
implied warranty and unjust enrichment.  The Company believes 
it has meritorious defenses to this lawsuit and intends to 
contest the lawsuit vigorously.  An adverse resolution of the 
action could have a material adverse effect on the Company's 
results of operations and financial condition in the quarter 
in which such adverse resolution occurs.

Another lawsuit, purporting to be "For the interests of the 
General Public" was filed against U.S. Robotics in the same 
court on March 13, 1997 (Levy v. U.S. Robotics Corporation, 
No. 170968).  This action alleges that U.S. Robotics' 
promotion and advertising of x2 products constituted unfair 
competition and deceptive, untrue and misleading advertising 
in violation of the California Business and Professional Code, 
and seeks injunctive relief, including "restitution of all 
revenues" and an award of attorney fees.  Additionally, a 
purported public interest plaintiff sued U.S. Robotics on 
January 29, 1997 in California Superior Court in San Francisco 
(Intervention Inc. v. U.S. Robotics Corporation, Case No. 
984352) under the same statute, alleging various 
misrepresentations in connection with the promotion and 
advertising of U.S. Robotics' x2 products, and seeking 
injunctive and other relief, including attorney's fees.  The 
Company believes it has meritorious defenses to this lawsuit 
and intends to contest the lawsuit vigorously.  An adverse 
resolution of the action could have a material adverse effect 
on the Company's results of operations and financial condition 
in the quarter in which such adverse resolution occurs.


Item 2.	Changes in Securities

	None.


Item 3.	Defaults Upon Senior Securities

	None.


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

        (a)     The Special Meeting of Shareholders was held on 
June 12, 1997.

	(b)	The following are the voting results on each of the 
proposals:

Proposal I                    In Favor    Opposed    Abstain    No Vote
----------                    --------    -------    -------    -------
To approve and adopt an
Amended and Restated
Agreement and Plan of
Merger                     114,552,862    754,643    488,536   7,377,365

Proposal II
-----------
To approve and adopt
an amendment to the
Company's Articles of
Incorporation to increase
the number of authorized
shares of 3Com capital
stock from 403,000,000
to 1,000,000,000 shares    113,176,896  9,103,780    892,730           0

Proposal III
------------
To change 3Com's state
of incorporation from
California to Delaware      89,551,087 25,505,914    739,040   7,377,365


Item 5.	Other Information

	None.


Item 6.	Exhibits and Reports on Form 8-K

	(a)	Exhibits

        Exhibit
        Number            Description
        ------            -----------

	3.1	Certificate of Incorporation 
        3.2     Certificate of Correction Filed to Correct a Certain Error
in the Certificate of Incorporation
	3.3	Certificate of Merger
	3.4	Bylaws of 3Com Corporation, As Amended
        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 
	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
        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
	10.20	Purchase Agreement between BNP Leasing Corporation and 3Com 
Corporation, effective as of July 29, 1997 for the Marlborough site
        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
        10.22   Purchase Agreement between BNP Leasing Corporation and 3Com
Corporation, effective as of August 11, 1997 for the Rolling Meadows site
	10.23	First Amendment to Credit Agreement

	*	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 January15, 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 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)

	(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 June 26, 1997,
reporting under Item 2 the completion of the merger with U.S. 
Robotics Corporation effective June 12, 1997.




                                 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:  March 18, 1998              By:  /s/ Christopher B. Paisley
        ----------------------           --------------------------
                                             Christopher B. Paisley
                                             Senior Vice President, Finance
                                             and Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)