______________________________________________________________

                                 united states
                      securities and exchange commission
                           Washington, D.C. 20549

                                  FORM 10-Q

              quarterly report pursuant to section 13 or 15(d) of
                     the securities exchange act of 1934
                    
                For the Quarterly Period Ended August 28, 1998                  
                         Commission File No. 0-12867

                                     or

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

                For the transition period from                to  

                                ____________  

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

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

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


Registrant's telephone number, including area code   (408) 326-5000

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 September 25, 1998, 358,612,262 shares of the 
Registrant's Common Stock were outstanding.

     ______________________________________________________________
 

                            3Com Corporation
                            Table of Contents


PART I.  FINANCIAL INFORMATION

Item 1.		Financial Statements

		Condensed Consolidated Statements of Operations
                Three Months Ended August 28, 1998 and August 31, 1997

                Condensed Consolidated Balance Sheets
                August 28, 1998 and May 31, 1998       

		Condensed Consolidated Statements of Cash Flows
                Three Months Ended August 28, 1998 and August 31, 1997    

		Notes to Condensed Consolidated Financial Statements
        
Item 2.         Management's Discussion and Analysis of Financial
                Condition and Results of Operations

Item 3.         Quantitative and Qualitative Disclosures About Market Risk     

	
PART II.	OTHER INFORMATION

Item 1.         Legal Proceedings       

Item 2.         Changes in Securities  

Item 3.         Defaults Upon Senior Securities and Use of Proceeds     

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, Graffiti, Palm Computing and U.S. 
Robotics are registered trademarks of 3Com Corporation or its 
subsidiaries.  CoreBuilder, Palm III and x2 are trademarks of 
3Com Corporation or its subsidiaries.


PART I.   FINANCIAL INFORMATION

Item 1.	Financial Statements

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

                                                Three Months Ended
                                            --------------------------
                                            August 28,      August 31,
                                               1998            1997
                                               ----            ----

Sales                                     $1,405,511         $1,597,516
Cost of sales                                775,775            831,429
                                          ----------         ----------
Gross margin                                 629,736            766,087
                                          ----------         ----------
Operating expenses:
        Sales and marketing                  303,578            302,378 
        Research and development             148,834            142,798
        General and administrative            59,406             62,865
        Merger-related (credits) charges     (10,218)           269,787
                                          ----------         ----------
        Total operating expenses             501,600            777,828
                                          ----------         ----------
Operating income (loss)                      128,136            (11,741)
Other income, net                              9,645              2,961
                                          ----------         ----------
Income (loss) before income taxes            137,781             (8,780)     
Income tax provision                          44,090             42,453
                                          ----------         ----------
Net income (loss)                         $   93,691         $  (51,233)
                                          ==========         ==========

Net income (loss) per share:
        Basic                             $     0.26         $    (0.15) 
        Diluted                           $     0.26         $    (0.15) 

Shares used in computing per share amounts:				
	
        Basic                                358,533            341,718
        Diluted                              366,425            341,718

                                 
See Notes to Condensed Consolidated Financial Statements.



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


                                          August 28,           May 31,
                                            1998                1998
                                          ----------         ----------
                                         (Unaudited) 
ASSETS
Current assets:
   Cash and equivalents                   $  629,509         $  528,981
   Short-term investments                    607,581            547,097
   Accounts receivable, net                  980,254            849,640
   Inventories, net                          501,278            644,771
   Deferred income taxes                     394,713            430,182
   Other                                     113,723            134,001
                                          ----------         ----------
      Total current assets                 3,227,058          3,134,672
                                                        
Property and equipment, net                  831,556            858,779
Deposits and other assets                     62,219             87,069
                                          ----------         ----------
                                                        
      Total assets                        $4,120,833         $4,080,520
                                          ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                       $  332,070         $  332,992
   Accrued liabilities and other             647,456            673,311
   Income taxes payable                      193,052            177,612
                                          ----------         ----------
     Total current liabilities             1,172,578          1,183,915

Long-term debt                                24,000             35,878
Deferred income taxes and other
   long-term obligations                      49,989             53,232

Stockholders' equity:
   Preferred stock, no par value,
     10,000 shares authorized;
     none outstanding                            -                  -
   Common stock, $.01 par value,
     990,000 shares authorized;
     shares outstanding:
     August 28, 1998,358,387;
     May 31, 1998, 358,870                 1,741,758          1,730,676
   Treasury stock at cost,
     August 28, 1998, 1,110 shares;
     May 31, 1998, none                      (29,481)               -
   Unamortized restricted stock grants        (5,680)            (4,157)
   Retained earnings                       1,173,466          1,079,775
   Unrealized gain on investments, net         1,923                827
   Accumulated translation adjustments        (7,720)               374
                                          ----------         ----------
      Total stockholders' equity           2,874,266          2,807,495
                                          ----------         ----------
      Total liabilities and stockholders'
       equity                             $4,120,833         $4,080,520
                                          ==========         ==========

See Notes to Condensed Consolidated Financial Statements.



                               3Com Corporation
               Condensed Consolidated Statements of Cash Flows
                                (In thousands)
                                  (Unaudited)

                                                Three Months Ended
                                           -----------------------------
                                           August 28,         August 31,
                                              1998               1997
                                              ----               ----
	
Cash flows from operating activities:
        Net income (loss)                  $  93,691         $  (51,233)
	Adjustments to reconcile net
                income (loss) to net cash
                provided by operating
                activities:
        Depreciation and amortization         66,131             57,671 
        Deferred income taxes                 29,872            (68,955) 
	Adjustment to conform fiscal
                year of pooled entity-U.S.
                Robotics                          -              15,052
        Merger-related (credits) charges     (10,218)           269,787 
	Changes in assets and liabilities,
          net of effects of acquisitions:
                Accounts receivable         (130,614)          (141,529) 
                Inventories                  141,621             58,289
                Other current assets          33,330            (68,372)
                Accounts payable                (922)           (13,174)
                Accrued liabilities and
                 other                       (19,405)            99,651
                Income taxes payable          18,121             60,881
                                           ---------         ----------
Net cash provided by operating activities    221,607            218,068
                                           ---------         ----------
Cash flows from investing activities:
        Purchase of short-term investments  (117,337)          (102,973) 
        Proceeds from short-term investments  55,747            149,825
        Purchase of property and equipment   (45,417)           (88,594)
	Proceeds from sale of property
                and equipment                 14,746                 -   
        Other, net                            12,767              5,998
                                           ---------         ----------
Net cash used for investing activities       (79,494)           (35,744)
                                           ---------         ----------
Cash flows from financing activities:
        Issuance of common stock               6,293            127,482
        Repurchase of common stock           (29,481)                -   
	Repayments of short-term debt,
                notes payable and capital
                lease obligations                 -            (168,066)
        Repayments of long-term borrowings   (12,000)           (12,150) 
        Net proceeds from issuance of debt        -              33,300
        Other, net                            (6,397)             3,530
                                           ---------         ----------
Net cash used for financing activities       (41,585)           (15,904)
                                           ---------         ----------
Increase in cash and equivalents             100,528            166,420
Cash and equivalents, beginning of period    528,981            351,237
                                           ---------         ----------
Cash and equivalents, end of period        $ 629,509         $  517,657
                                           =========         ==========

See Notes to Condensed Consolidated Financial Statements.



                              3Com Corporation
             Notes to Condensed Consolidated Financial Statements
                                (Unaudited)
  

1.	Basis of Presentation

     The unaudited condensed consolidated financial 
statements have been prepared by 3Com Corporation (the 
Company) and include the accounts of the Company and its 
wholly-owned subsidiaries.  All significant intercompany 
balances and transactions have been eliminated.  In the 
opinion of management, these unaudited condensed 
consolidated financial statements include all adjustments 
necessary for a fair presentation of the Company's 
financial position as of August 28, 1998, and the results 
of operations for the three months ended August 28, 1998 
and August 31, 1997 and cash flows for the three months 
ended August 28, 1998 and August 31, 1997.

     On June 1, 1998, the Company adopted a 52-53 week 
fiscal year ending on the Friday nearest to May 31, which 
for fiscal 1999 will be May 28, 1999.  This change did 
not have a significant effect on the Company's condensed 
consolidated financial statements for the quarter ended 
August 28, 1998 as compared to the quarter ended August 
31, 1997.  The results of operations for the three months 
ended August 28, 1998 may not necessarily be indicative 
of the results to be expected for the fiscal year ending 
May 28, 1999.  These condensed consolidated 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, 1998.


2.      U.S. Robotics Merger-Related (Credits) Charges

     On June 12, 1997, the Company completed the merger with 
U.S. Robotics Corporation (U.S. Robotics), the leading 
supplier of products and systems for accessing 
information across the wide area network (WAN), 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 all options to 
purchase U.S. Robotics' stock, which were converted into 
options to purchase approximately 31 million shares of 
the Company's common stock, pursuant to the terms of the 
merger.  

     In connection with this merger, through August 28, 
1998, the Company recorded aggregate merger-related 
charges of $250.5 million, which included approximately 
$206.7 million of integration expenses and $43.8 million 
of direct transaction costs (consisting primarily of 
investment banking and other professional fees).  
Integration expenses included:

-  $44.6 million related to the closure and elimination 
of owned and leased facilities, primarily duplicate 
corporate headquarters and domestic and European sales 
offices;
-  $57.4 million for severance and outplacement costs 
related to the merger, including amounts related to 
termination benefits associated with employment 
agreements.  Employee groups impacted by the merger 
included personnel involved in duplicate corporate 
services, manufacturing and logistics, product 
organizations and sales;
-  $40.8 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
-  $63.9 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 included inventory write-offs and 
noncancelable purchase commitments.

     During the first quarter of fiscal 1999, the Company 
reversed approximately $10.2 million of previously 
recorded merger charges primarily related to reductions 
in the estimates for remaining charges associated with 
duplicate facilities and employee termination benefits.

     The remaining merger-related accrual at August 28, 
1998 was approximately $28.4 million.  Total expected 
cash expenditures relating to this merger charge are 
estimated to be approximately $113 million, of which 
approximately $102 million was disbursed prior to August 
28, 1998. Benefits paid to 869 employees terminated 
through August 28, 1998 (approximately 96 percent of the 
total planned severances) were approximately $55 million.  
The remaining severance and outplacement amounts are 
expected to be paid within the next fiscal quarter.


3.      Comprehensive Income

     On June 1, 1998, the Company adopted Statement of 
Financial Accounting Standards (SFAS) No. 130, "Reporting 
Comprehensive Income," which requires that an enterprise 
report, by major components and as a single total, the 
change in net assets during the period from non-owner 
sources.  The reconciliation of net income (loss) to 
comprehensive income (loss) is as follows (in thousands):

                                          Three Months Ended
                                       -------------------------
                                       August 28,     August 31,
                                          1998           1997
                                          ----           ----

Net income (loss)                       $93,691       $(51,233)
Other comprehensive gain (loss):
     Unrealized gain on investments,
          net                             1,096             84
     Accumulated translation
          adjustments                    (8,094)         3,469
                                        -------       --------
Total comprehensive income (loss)       $86,693       $(47,680)
                                        =======       ========


4.      Net Income (Loss) Per Share

     The following table presents the calculation of basic and 
diluted earnings per share as required under SFAS 128 (in 
thousands, except per share data):

                                          Three Months Ended
                                       -------------------------
                                       August 28,     August 31,
                                          1998           1997
                                          ----           ----

Net income (loss)                       $93,691       $(51,233)
                                        =======       ========

Weighted average shares-Basic           358,533        341,718
  Effect of dilutive securities:
     Employee stock options               7,671           -
     Restricted stock                       221           -
                                        -------       --------
Weighted average shares-Diluted         366,425        341,718
                                        =======       ========

Net income (loss) per share-Basic       $  0.26       $  (0.15)
Net income (loss) per share-Diluted     $  0.26       $  (0.15)
 

5.	Inventories

     Inventories, net consisted of (in thousands):

                                       August 28,      May 31,
                                          1998          1998
                                          ----          ----

Finished goods                        $ 338,380      $ 457,726
Work-in-process                          54,371         51,510
Raw materials                           108,527        135,535
                                      ---------      ---------
Total                                 $ 501,278      $ 644,771
                                      =========      =========


6.	Litigation

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

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

     On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., Civil 
Action No. C-98-00508CRB (Euredjian), was filed against 
3Com and several of its present and former officers and 
directors in United States District Court for the 
Northern District of California asserting the same class 
period and factual allegations as the Hirsch and Kravitz 
actions.  The complaint alleges violations of the federal 
securities laws, specifically Sections 10(b) and 20(a) of 
the Securities Exchange Act of 1934, and seeks 
unspecified damages.  The Company has not responded to 
the complaint.  

     The Hirsch, Kravitz and Euredjian actions were filed 
after Intel Corporation sharply decreased prices on its 
Fast Ethernet network interface cards, which resulted in 
3Com decreasing its prices on similar products.  The 
Company believes it has meritorious defenses to the 
claims in the Hirsch, Kravitz and Euredjian actions and 
intends to contest the lawsuits vigorously.  An 
unfavorable resolution of the actions could have a 
material adverse effect on the business, results of 
operations or financial condition of the Company.

     Several securities actions have been filed against the 
Company and certain of its current and former officers 
and directors following the Company's merger with U.S. 
Robotics.  In December 1997, a putative securities class 
action, captioned Reiver v. 3Com Corporation, et al., 
Civil Action No. C-97-21083JW (Reiver), was filed in the 
United States District Court for the Northern District of 
California. The complaint alleges violations of the 
federal securities laws, specifically Sections 10(b) and 
20(a) of the Securities Exchange Act of 1934, and seeks 
unspecified damages on behalf of a purported class of 
purchasers of 3Com common stock during the period from 
May 19, 1997 through November 6, 1997.  In December 1997 
and January 1998, seven similar shareholder class action 
lawsuits were filed in the United States District Court 
for the Northern District of Illinois and the United 
States District Court for the Northern District of 
California.  The cases filed in the Northern District of 
Illinois have been transferred to the Northern District 
of California, and the cases have been consolidated in 
the Reiver action.  On August 17, 1998, plaintiffs filed 
a consolidated amended complaint.  The Company has not 
responded to the complaint.

     On April 3, 1998, a complaint, captioned Florida State 
Board of Administration and Teachers Retirement System of 
Louisiana v. 3Com Corporation, et al., Civil Action No. 
C-98-1355 (Florida State Board), was filed in the United 
States District Court for the Northern District of 
California.  The complaint alleges violations of the 
federal securities laws, violations of the Florida 
securities laws, common law fraud and negligent 
misrepresentation based on factual allegations similar to 
those asserted in the Reiver action.  The Company has not 
responded to the complaint.

     The Company believes it has meritorious defenses to the 
claims in the Reiver and Florida State Board complaints 
and intends to contest the lawsuits vigorously.  An 
unfavorable resolution of the actions could have a 
material adverse effect on the business, results of 
operations or financial condition of the Company.

     In January 1998, two purported shareholder complaints 
relating to the Company's June 1997 merger with U.S. 
Robotics, captioned Stanley Grossman v. 3Com Corporation, 
et al., Civil Action No. CV771335, and Jason v. 3Com 
Corporation, et al., Civil Action No. CV771713, were 
filed in California Superior Court, Santa Clara County.  
The actions allege that 3Com, several of its officers and 
directors, and several former U.S. Robotics officers 
violated Sections 11 and 15 of the Securities Act of 1933 
by making alleged misrepresentations and omissions in a 
May 8, 1997 registration statement.  The complaints seek 
damages in an unspecified amount on behalf of a purported 
class of persons who received the Company's stock during 
the merger pursuant to the registration statement. The 
Company has not responded to the complaints.  On 
September 25, 1998, the Delaware Chancery Court issued an 
injunction preventing plaintiffs from proceeding with 
these actions, finding that plaintiffs' claims are barred 
by a settlement in a prior action.  

     In February 1998, a shareholder derivative action 
purportedly on behalf of the Company, captioned, 
Wasserman v. Benhamou, et al., Civil Action No. 16200-NC, 
was filed in Delaware Chancery Court.  The complaint 
alleges that the Company's directors breached their 
fiduciary duties to the Company by engaging in alleged 
wrongful conduct from mid-1996 through November 1997, 
including the conduct complained of in the securities 
litigation described above.  The Company is named solely 
as a nominal defendant, against whom the plaintiff seeks 
no recovery.  The Company and the individual defendants 
have filed a motion to dismiss the complaint.  An 
unfavorable resolution of the actions could have a 
material adverse effect on the business, results of 
operations or financial condition of the Company.

Intellectual Property Litigation
     On April 28, 1997, Xerox Corporation filed suit against 
U.S. Robotics Corporation and U.S. Robotics Access Corp. 
in the United States District Court for the Western 
District of New York.  The case is now entitled: Xerox 
Corporation v. U.S. Robotics Corporation, U.S. Robotics 
Access Corp., Palm Computing, Inc. and 3Com Corporation, 
Civil Action No. 97-CV-6182T.  The complaint alleges 
willful infringement of a United States patent relating 
to computerized interpretation of handwriting.  The 
complaint further prays for unspecified damages and 
injunctive relief.  Xerox has asserted that Graffiti
(registered trademark) software and certain products of
Palm Computing, Inc. infringe the patent.  The Company
believes it has meritorious defenses to the claims and
is contesting the lawsuit vigorously.  An unfavorable
resolution of the action could have a material adverse
effect on the business, results of operations or financial
condition of the Company.

Consumer Litigation
     A putative consumer class action pending against the 
Company and U.S. Robotics in the California Superior 
Court, Marin County, Bendall, et al. v. U.S. Robotics 
Corporation, et al., Civil Action No. 170441, arising out 
of the purchase of x2TM products and products upgradeable 
to x2, was coordinated with a previously filed individual 
action in the California Superior Court, San Francisco 
County, Intervention Inc. v. U.S. Robotics Corporation, 
Civil Action No. 984352.  Two putative consumer class 
action lawsuits pending against the Company and U.S. 
Robotics in state court of Illinois arising out of the 
same facts as those alleged in the California cases are 
stayed, Lippman, et al. v. 3Com, Civil Action 
No. 97 CH 09773, and Michaels, et al. v. U.S. Robotics 
Access Corporation, et al., Civil Action No. 97 CH 14417.  
A class has not been certified, and discovery is under 
way.  The Company believes it has meritorious defenses to 
these lawsuits and intends to contest the lawsuits 
vigorously.  An unfavorable resolution of the actions 
could have a material adverse effect on the business, 
results of operations or financial condition of the 
Company.


7.	Effects of Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board 
(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 will be effective for the Company's fiscal year ended 
May 28, 1999 and requires disclosure of historical 
information for comparative purposes.  Management of the 
Company is currently evaluating the effects of this 
Statement on its reporting of segment information. 

     In June 1998, the FASB issued SFAS 133, "Accounting for 
Derivative Instruments and Hedging Activities."  This 
Statement requires companies to record derivatives on the 
balance sheet as assets or liabilities, measured at fair 
value.  Gains or losses resulting from changes in the 
values of those derivatives would be accounted for 
depending on the use of the derivative and whether it 
qualifies for hedge accounting.  SFAS 133 will be 
effective for the Company's fiscal year 2001. Management 
believes that this Statement will not have a significant 
impact on the Company.



                               3Com Corporation

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


Results of Operations

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

                                           Three Months Ended
                                           ------------------
                                  August 28,     May 31,    August 31, 
                                     1998         1998         1997 
                                     ----         ----         ----

Sales.............................. 100.0 %      100.0 %      100.0 %        
Cost of sales .....................  55.2         56.5         52.0
                                    -----        -----        -----
Gross margin.......................  44.8         43.5         48.0
                                    -----        -----        -----
Operating expenses:									
  Sales and marketing..............  21.6         21.2         18.9             
  Research and development.........  10.6         10.9          8.9            
  General and administrative.......   4.2          4.8          4.0            
  Non-recurring (credits) charges:                                              
   Purchased in-process technology.    -           0.7           -   
   Merger-related (credits) charges  (0.7)        (0.4)        16.9
                                    -----        -----        -----
Total operating expenses...........  35.7         37.2         48.7
                                    -----        -----        -----
Operating income (loss) ...........   9.1          6.3         (0.7)           
Other income, net..................   0.7          0.8          0.2
                                    -----        -----        -----
Income (loss) before income taxes..   9.8          7.1         (0.5)           
Income tax provision...............   3.1          2.5          2.7
                                    -----        -----        -----
Net income (loss)..................   6.7 %        4.6 %       (3.2) %        
                                    =====        =====        =====

Excluding non-recurring (credits)
 charges:
   Total operating expenses........  36.4 %       36.9 %       31.8 %        
   Operating income................   8.4          6.6         16.2
   Net income......................   6.2          4.8         10.6


Sales
Sales in the first quarter of fiscal 1999 totaled $1.41 
billion, an increase of $30.0 million or two percent from the 
fourth quarter of fiscal 1998, and a decrease of $192.0 
million or 12 percent from the corresponding quarter a year 
ago.  

Client Access.  Sales of client access products (e.g., modems 
and network interface cards (NICs)) in the first quarter of 
fiscal 1999 increased three percent from the fourth quarter of 
fiscal 1998, and decreased 19 percent from the same quarter a 
year ago. Sales of client access products in the first quarter 
of fiscal 1999 and the fourth quarter of fiscal 1998 
represented 51 percent of total sales compared to 56 percent 
in the first quarter of fiscal 1998.  Excluding sales of 
connected organizer products, which are proportionally 
allocated into both the client access and systems categories, 
sales for client access products were flat when compared to 
the fourth quarter of fiscal 1998. 

Systems.  Sales of network systems products (e.g., switches, 
routers, hubs, and remote access concentrators) in the first 
quarter of fiscal 1999 increased two percent compared to the 
fourth quarter of fiscal 1998 and decreased four percent 
compared to the same quarter one year ago.  Sales of network 
systems products represented 49 percent of total sales in the 
first quarter of fiscal 1999 and the fourth quarter of fiscal 
1998, compared to 44 percent in the year-ago quarter.  
Excluding sales of connected organizer products, which are 
proportionally allocated into both the client access and 
systems categories, sales of systems products were flat when 
compared to the fourth quarter of fiscal 1998. 

Geographic.  Sales in the U.S. represented 57 percent of total 
sales for the first quarter of fiscal 1999. Domestic sales 
increased 13 percent sequentially and decreased nine percent 
compared to the same period a year ago.  International sales 
decreased 10 percent sequentially and 16 percent year-over-
year.

Sales for the first quarter of fiscal 1999 were affected by 
the following factors:

Industry Growth Rates.  Networking industry growth rates have 
slowed since the beginning of calendar 1997 and into calendar 
1998.  While the industry had grown at rates in excess of 30 
percent in prior years, recent reports indicate that the 
networking industry worldwide grew by less than 20 percent 
during 1997, and this pattern continued into 1998.

Global Economic Turmoil.  During fiscal 1998 and the first 
quarter of fiscal 1999, the Asia Pacific and most recently, 
Latin American and Russian regions experienced a weakening of 
their local currencies and turmoil in their financial markets 
and institutions.  Historically, the Asia Pacific and Latin 
American regions had been high growth regions for the 
networking industry and the Company.  The Company believes 
this economic turmoil adversely affected financial results 
during the first quarter fiscal 1999.

Pricing and Competition.  The pricing environment has been 
very competitive.  For example, during the first quarter of 
fiscal 1999, the Company decreased prices on certain 56 
kilobits per second (Kbps) modems in North America retail by 
approximately 20 percent.  More recently, Intel Corporation 
reduced prices up to 49 percent on a range of its low-end hubs 
and switches. 

Sales of modem products decreased compared to the first 
quarter of fiscal 1998, in part due to substantial reductions 
in average selling prices for modems.  The decrease in modem 
sales was also impacted by a general slowdown in the modem 
market, in part attributable to the transition to the V.90 
standard for 56 Kbps technology, which was ratified by the 
International Telecommunications Union (ITU) in September 
1998.  Sales of remote access concentrators decreased compared 
to the first quarter of fiscal 1998.  Factors affecting this 
decrease included aggressive price competition, including the 
introduction of new higher-density products at prices similar 
to the older lower-density products.  Although the Company 
experienced significant year-over-year unit growth in key 
products such as Fast Ethernet NICs and workgroup switches, 
these gains were partially offset by declines in average 
selling prices. 

Connected Organizers and Switching Products.  Sales of 
connected organizer products more than doubled compared to the 
first quarter fiscal 1998, and according to recent industry 
reports, 3Com gained share in this market segment.  Growth 
rates and market share gains in the connected organizer market 
may not be sustainable in the face of increasing competition 
from new entrants to the market.  The Company's workgroup 
switching products also experienced significant unit volume 
growth in the first quarter of fiscal year 1999 compared to 
the first quarter of fiscal 1998.  Sales for these products 
increased on a year-over-year basis despite significant 
declines in average selling prices.

Seasonality.  Sales in the first quarter of fiscal 1999 
increased two percent compared to the fourth 
quarter of fiscal 1998.  The first quarter of the fiscal year 
has traditionally been the Company's lowest sales quarter, as 
it includes the three summer months of June, July and August.  
The Company experienced a sequential decrease of 10 percent 
from the fourth quarter of fiscal 1998 in international sales, 
primarily attributable to the typical summer seasonal slowdown 
in Europe, as well as the economic turmoil in Latin America, 
Asia and Russia.  

Gross Margin
Gross margin as a percentage of sales was 44.8 percent in the 
first quarter of fiscal 1999, compared to 43.5 percent in the 
fourth quarter of fiscal 1998 and 48.0 percent in the first 
quarter of fiscal 1998.  The gross margin improvement from the 
fourth quarter of fiscal 1998 is primarily due to improving 
manufacturing capacity utilization, product cost declines 
greater than reductions in average selling prices, and the 
favorable impact of product mix, including new products.  The 
gross margin decline from the same quarter a year ago is 
primarily due to a decline in average selling prices due to 
competitive pricing pressures, particularly in workgroup 
switching products and remote access concentrators.

Operating Expenses
Operating expenses in the first quarter of fiscal 1999 were 
$501.6 million, or 35.7 percent of sales, compared to $511.2 
million, or 37.2 percent of sales in the fourth quarter of 
fiscal 1998 and $777.8 million, or 48.7 percent of sales in 
the first quarter of fiscal 1998.  Excluding the pre-tax 
credit of $10.2 million related to the merger with U.S. 
Robotics, total operating expenses for the first quarter of 
fiscal 1999 were $511.8 million, or 36.4 percent of sales.  
Excluding the pre-tax purchased in-process technology charge 
of $8.4 million related to the Lanworks Technologies, Inc. 
(Lanworks) acquisition and the pre-tax credit of $4.9 million 
related to past merger activities and disposition of real 
estate, total operating expenses for the fourth quarter of 
fiscal 1998 were $507.7 million, or 36.9 percent of sales. 
Excluding the pre-tax charge of $269.8 million related to the 
merger with U.S. Robotics, total operating expenses for the 
first quarter of fiscal 1998 were $508.0 million, or 31.8 
percent of sales.  The Company's objective is to reduce 
expenses as a percentage of sales in future quarters.  See 
Business Environment and Risk Factors - Financial Model.  

Sales and Marketing.  Sales and marketing expenses in the 
first quarter of fiscal 1999 increased $11.7 million or four 
percent from the fourth quarter of fiscal 1998 and increased 
as a percentage of sales to 21.6 percent of sales in the first 
quarter of fiscal 1999, from 21.2 percent in the fourth 
quarter of fiscal 1998.  The sequential increase in sales and 
marketing expenses was related, in part, to increased 
international expenses, as well as higher selling and 
marketing costs of connected organizer products.  These 
expenses were relatively flat compared to the first quarter of 
fiscal 1998 but increased to 21.6 percent of sales from 18.9 
percent in the corresponding fiscal 1998 period as a result of 
the year-over-year decrease in sales.  

Research and Development.  Research and development expenses 
in the first quarter of fiscal 1999 were flat when compared to 
the fourth quarter of fiscal 1998 and decreased to 10.6 
percent of sales from 10.9 percent of sales in the fourth 
quarter of fiscal 1998.  Research and development expenses 
increased $6.0 million or four percent from the year-ago 
period, and increased to 10.6 percent of total sales in the 
first quarter of fiscal 1999, compared to 8.9 percent in first 
quarter of fiscal 1998.  The year-over-year increase in 
research and development expenses in absolute dollars was 
primarily attributable to the cost of developing the Company's 
new products in connected organizers and the small and medium 
enterprise market.  The Company believes the timely 
introduction of new technologies and products is crucial to 
its success.  In addition to its own internal development, the 
Company will, from time to time, make acquisitions or 
strategic investments to accelerate time to market where 
appropriate.

General and Administrative.  General and administrative 
expenses in the first quarter of fiscal 1999 decreased $6.8 
million or 10 percent from the fourth quarter of fiscal 1998 
and decreased to 4.2 percent of total sales in the first 
quarter of fiscal 1999 from 4.8 percent in the fourth quarter 
of fiscal 1998.  General and administrative expenses in the 
first quarter of fiscal 1999 decreased $3.5 million or six 
percent from the same period a year ago, and increased to 4.2 
percent of total sales in the first quarter of fiscal 1999, 
compared to 4.0 percent in the first quarter of fiscal 1998. 

Merger-Related (Credits) Charges.  During the first quarter of 
fiscal 1999, the Company reversed approximately $10.2 million 
of previously recorded merger charges primarily related to 
reductions in the estimates for remaining charges associated 
with duplicate facilities and employee termination benefits.

Other Income, Net
Other income, net decreased $1.1 million compared to the 
fourth quarter of fiscal 1998 primarily due to increased 
foreign currency losses.  Other income, net increased $6.7 
million compared to the first quarter of fiscal 1998, 
primarily due to reduced interest expense, as a result of 
lower debt balances, and improved foreign currency results.  
The majority of the Company's sales are denominated in U.S. 
Dollars.  Where available, the Company enters into foreign 
exchange forward contracts to hedge certain balance sheet 
exposures and intercompany balances against future movements 
in foreign exchange rates. 

Income Tax Provision
The Company's income tax rate was 32.0 percent in the first 
quarter of fiscal 1999 compared to 35.0 percent in the fourth 
quarter of fiscal 1998.  This rate reduction is primarily 
attributable to increased offshore manufacturing in countries 
with tax rates significantly below the U.S. statutory rate.  
The Company recorded a tax provision of $44.1 million for the 
first quarter of fiscal 1999, compared to $42.5 million for 
the first quarter of fiscal 1998.  The provision in the first 
quarter of fiscal 1998 reflected the non-deductibility of 
certain costs associated with the merger. 

Net Income (Loss) and Net Income (Loss) Per Share
Net income for the first quarter of fiscal 1999 was $93.7 
million, or $0.26 per share, compared to net income of $63.6 
million, or $0.17 per share for the fourth quarter of fiscal 
1998 and a net loss of $51.2 million, or $0.15 per share, for 
the first quarter of fiscal 1998.  Excluding the pre-tax 
merger-related credit, net income was $86.7 million, or $0.24 
per share for the first quarter of fiscal 1999.  Excluding the 
pre-tax charge for purchased in-process technology and the 
pre-tax credit for merger-related activities, net income was 
$65.9 million, or $0.18 per share for the fourth quarter of 
fiscal 1998.  Excluding the pre-tax merger-related charge, net 
income was $169.6 million, or $0.47 per share for the first 
quarter of fiscal 1998.


Business Environment and Risk Factors

This report may contain forward-looking statements.  Actual 
results could vary materially based on a number of factors, 
including but not limited to the risk factors set forth below.

Financial Model.  In managing its business, the Company 
annually establishes a long-term financial model based on 
observed and anticipated trends in technology and the 
marketplace.  The model, which includes ranges for gross 
margin, operating expenses and operating income, is not 
intended to be a prediction of future financial results, 
rather, it is used to assist the Company's management in 
making decisions about the allocation of resources and 
investments.  The current model is as follows:

   Gross margin                    45.5 - 47.5%
   Operating expenses              27.5 - 29.5%
   Operating income                16.0 - 20.0%

The gross margin and operating expenses ranges of the model 
were reduced during fiscal 1998 to reflect, in part, 
increasing sales attributable to PC original equipment 
manufacturers (OEMs), the emerging importance of the consumer 
and small enterprise market segment and increased price 
competition.  The Company currently is not operating within 
the ranges of the model.  While the Company made progress 
towards these ranges in the first quarter fiscal 1999, there 
can be no assurance that the Company will achieve one or more 
of the ranges within fiscal 1999 or that actual results in any 
particular period will fall within the ranges stated in the 
long-term model above.

Competition and Pricing.  The Company participates in a highly 
volatile industry characterized by vigorous competition for 
market share, rapid product and technology development, 
uncertainty over adoption of industry standards and declining 
prices.  The Company's competition comes from start-up 
companies, well-capitalized computer systems and 
communications companies, and other technology companies.  
Many of the Company's current and potential competitors have 
greater financial, marketing and technical resources than the 
Company.  In addition with the highly competitive nature of 
the Company's industry, new products are routinely introduced 
by competitors.  For example, Microsoft Corporation and its 
licensees recently entered the connected organizer market to 
compete with the Palm Computing (registered trademark) platform,
the Company's fastest growing product category.  The Company's
business may be adversely impacted by the development by
competitors of products and technologies that render certain
of the Company's products obsolete or noncompetitive. 

The effects of intense competition in the Company's industry 
include aggressive pricing practices and declining product 
prices, which have directly impacted the Company's operating 
results.  For example, during the first quarter of fiscal 
1999, the Company decreased prices on certain 56 Kbps modems 
in North America retail by approximately 20 percent.  More 
recently, Intel Corporation reduced prices up to 49 percent on 
a range of its low-end hubs and switches.  Significant 
competition and decreasing prices have also impacted other 
product lines in recent periods, including switches, hubs and 
remote access concentrators. 

There can be no assurance that intense competition in the 
industry and particular actions of the Company's competitors 
will not have an adverse effect on the Company's business, 
operating results and financial condition.  In particular, the 
Company expects that prices on many of its products will 
continue to decrease in the future and that the pace and 
magnitude of such price decreases may have an adverse impact 
on the results of operations or financial condition of the 
Company.

International Markets.  The Company operates internationally 
and expects that international markets will continue to 
account for a significant percentage of the Company's sales.  
Many international markets are characterized by economic and 
political instability and currency fluctuations that can 
adversely affect the Company's operating results or financial 
condition.  

During the first quarter of fiscal year 1999, the Company 
experienced sequentially lower sales in the Russian and Latin 
American regions, due in large part to economic and political 
instability and currency fluctuations.  In addition, the 
instability in the Asian financial markets has continued to 
negatively impact the Company's sales in those markets by, 
among other things, decreasing end-user purchases, increasing 
competition from local competitors offering sales terms in 
local currencies, and reducing access to sources of capital 
needed by customers to make purchases.  In addition to 
reducing sales, difficulties in all these regions have 
subjected the Company's resellers to financial difficulties 
and may increase the Company's credit risk, as customers 
become insolvent or otherwise have their ability to meet 
obligations impaired.  Should the economic environment in 
these regions fail to improve, the Company may consider 
continuing to expand its exposure to foreign currencies to 
preserve long-term customer relationships.  There can be no 
assurance that the instability in Asia, Russia, and Latin 
America will not continue to have an adverse effect on the 
Company's operating results.  In addition, there is no 
assurance that similar situations in other markets will not 
occur and adversely impact the Company.  In particular, 
significant fluctuations in foreign currency could have an 
adverse impact on the Company's sales, credit and/or foreign 
currency exchange exposures.  

Development and Introduction of New Products.  The Company is 
actively engaged in the research and development of new 
technologies and products.  The Company's success depends, in 
substantial part, on the identification of new market and 
product opportunities and the development and market 
acceptance of new products.  This includes the recently 
introduced CoreBuilderTM 9000 switch, as well as the Company's 
next generation products under development in the areas of 
connected organizers and remote access concentrators.  The 
Company's operating results or financial condition may be 
adversely affected by a change in one or more of the 
technologies affecting network communications, a change in 
market demand for products based on a particular technology, a 
failure to develop new products, delays in manufacturing and 
shipment of new products, or technical problems with new 
products. 

The Company's success also depends, in part, on the adoption 
of industry standards, the timely introduction of new 
standards-compliant products, and market acceptance of these 
products.  For example, the V.90 (56 Kbps) standard was 
determined in January 1998 and ratified in September 1998.  
The Company's results have been and will continue to be 
affected by the extent to which the V.90 technology is 
deployed by Internet service providers and adopted by Internet 
and other modem users.  Slow market acceptance of new 
technologies and industry standards, such as the V.90 
technology, could have an adverse impact on the Company's 
results of operations or financial condition.  

Industry Consolidation.  The networking industry is in a 
period of significant consolidation.  For example, during 
calendar year 1998, the Company acquired Lanworks; Lucent 
Technologies acquired ten companies; Cisco Systems acquired 
seven companies; and Northern Telecom acquired four companies, 
including Bay Networks.  The Company expects that networking 
industry consolidation will continue, including combinations 
between traditional suppliers of telecommunications or voice 
networking and data networking companies.  Future business 
combinations may result in companies with strong competitive 
positions and products.  Continued consolidation may have a 
material adverse effect on the Company's operating results or 
financial condition. 

Declining Industry Growth Rates.  The Company's success is 
dependent, in part, on the overall growth rate of the 
networking industry.  In 1997 and continuing through the first 
half of 1998, industry growth has been below historical rates.  
There can be no assurance that the networking industry will 
continue to grow or that it will again achieve higher growth 
rates.  The Company's business, operating results or financial 
condition may be adversely affected by any further decrease in 
industry growth.  In addition, there can also be no assurance 
that the Company's results in any particular period will fall 
within the ranges for growth forecast by market researchers.

Reliance on Distributors, Resellers and OEMs.  The Company 
sells a significant portion of its products to distributors, 
resellers and OEMs.  In recent years, the percentage of 
products sold through these channels has increased.  The 
Company's reliance on distributors, resellers and OEMs 
subjects the Company to many risks, including inventory, 
credit and business concentration.  

The Company's distributors and resellers maintain significant 
levels of the Company's products in their inventories.  The 
Company attempts to ensure that appropriate levels of products 
are available to end users by working closely with 
distributors and resellers to manage inventory levels.  There 
can be no assurance that the Company will be successful in 
efforts to manage the inventory levels of its distributors and 
resellers or that the Company will be able to successfully 
operate its business within its desired channel inventory 
business model.  Any failure by the Company to do so could 
adversely affect the Company's operating results or financial 
condition. 

The distribution and reseller channels utilized by the Company 
have undergone a significant level of consolidation.  As a 
result, the Company has an increased concentration of credit 
risk.  While the Company monitors and attempts to manage this 
risk, financial difficulties on the part of one or more of the 
Company's distributors or resellers may have a material 
adverse effect on the Company's results of operations or 
financial condition.

The Company derives an increasing portion of its sales from 
OEMs, including PC companies that bundle 3Com (registered trademark)
NICs and modems, and incorporate 3Com chipsets into their products.  
The Company expects that the trend toward increasing OEM sales 
will continue.  As a result, the Company's future operating 
results are dependent, in part, on the Company's ability to 
establish, maintain and strengthen relationships with OEMs.  
Because sales to OEMs are typically at lower prices and result 
in lower margins to the Company, the Company's sales and gross 
margins may be adversely impacted if, as the Company expects, 
OEMs continue to become a larger percentage of the business.  

Product Integration.  Certain OEMs in the PC industry have, 
from time to time, chosen to integrate networking and modem 
functions on the PC motherboard.  For example, the Company 
currently sells networking chipsets to Dell Computer which are 
integrated directly onto the PC motherboard of Dell's high-end 
Optiplex line of PCs.  While no clear long-term trend has 
emerged, should integration become a trend, the Company's 
future sales growth and profitability could be adversely 
impacted. 
 
Reliance on Suppliers.  Some key components of the Company's 
products are currently available only from single or limited 
sources.  In addition, certain of the Company's suppliers are 
competitors of the Company.  While the Company has generally 
been able to obtain adequate supplies of components from 
existing 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 business, operating results, financial condition 
or customer relationships could be adversely affected by 
either an increase in prices for, or an interruption or 
reduction in supply of, key components.

Euro-currency.  The Single European Currency (Euro) will be 
introduced on January 1, 1999 with complete transition to this 
new currency required by January 2002.  The Company is 
currently assessing the issues raised by the introduction of 
the Euro.  The Company has made and expects to continue to 
make changes to its internal systems in preparation for the 
initial introduction of the Euro.  The Company further expects 
that introduction and use of the Euro will affect the 
Company's foreign exchange and hedging activities, and may 
result in increased fluctuations in foreign currency hedging 
results.  Any delays in the Company's ability to be Euro-
compliant could have an adverse impact on the Company's 
results of operations or financial condition.

Ability to Satisfy Product Orders.  The timing and amount of 
the Company's sales are dependent on a number of factors that 
make estimating operating results prior to the end of any 
period uncertain.  For example, the Company does not typically 
maintain a significant backlog and, as a result, product sales 
in any quarter are dependent on orders booked and shipped in 
that quarter.  In addition, the Company's customers 
historically request fulfillment of orders in a short period 
of time, resulting in limited visibility to sales trends.  As 
a result, the Company's operating results depend on the volume 
and timing of orders and the Company's ability to fulfill the 
orders in a timely manner.  The Company's results of 
operations or financial condition would be adversely affected 
if incoming order rates decline, if ordered products are not 
readily available, or if the Company is not able to 
immediately fill orders.

Typically, the Company ships more of its products in the third 
month of a fiscal quarter than in the first or second month of 
a fiscal quarter.  This subjects the Company to risks 
including reduced sales in the weeks following the quarter 
end, and unexpected disruptions in functions including 
manufacturing, order management, information systems and 
shipping.  Should the percentage of sales in the third month 
of a quarter escalate further, or should a significant 
disruption in the Company's functions occur, there could be an 
adverse affect on the Company's results of operations or 
financial condition.  

Inventory.  In recent periods, the Company's inventory has 
been higher than desired levels.  High levels of inventory 
increase the exposure to the Company when products in 
inventory become obsolete or otherwise not saleable.  While 
the Company has been able to reduce the level of its inventory 
in the past two quarters, there can be no assurance that it 
will be successful in doing so in future periods, or that 
products in the Company's inventory will not become obsolete.  
Failure to adequately manage the levels of inventory could 
adversely impact the Company's operating results or financial 
condition.

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

Intellectual Property Rights.  Many of the Company's 
competitors, in particular, the large, well established 
telecommunications and computer equipment manufacturers, have 
large intellectual property portfolios, including patents 
which may cover technologies that are relevant to the 
Company's business.  In addition, many smaller companies, 
universities and individual inventors are actively engaged in 
research and development and have obtained or applied for 
patents in areas of technology that may relate to the 
Company's business.  There appears to be a trend in the 
Company's industry toward more aggressive assertion and 
litigation of patents and other intellectual property rights.

In the course of its business, the Company frequently receives 
assertions of infringement and invitations to take licenses or 
otherwise becomes aware of potentially relevant patents or 
other intellectual property rights held by third parties.  For 
example, in recent periods, the Company has received a 
significant increase in assertions of infringement and 
invitations to take licenses.  The Company evaluates the 
validity and applicability of any such intellectual property 
rights and the merits of any such third party claims, and 
determines in each case whether it must negotiate licenses or 
cross-licenses to incorporate or use the subject proprietary 
technologies, protocols or specifications in the Company's 
products.  Any failure by the Company to obtain and maintain 
licenses, on favorable terms, for intellectual property rights 
required for the manufacture, sale and use of its products, 
particularly those which must comply with industry standard 
protocols and specifications to be commercially viable, could 
have a material adverse effect on the Company's business, 
results of operations or financial condition.

In connection with the enforcement of its own intellectual 
property rights or in connection with disputes relating to the 
validity or alleged infringement of third party rights, the 
Company may be subject to complex, protracted litigation.   
Intellectual property litigation is typically very costly and 
can be highly disruptive to business operations by diverting 
the attention and energies of management and key technical 
personnel.  Further, plaintiffs in intellectual property cases 
often seek injunctive relief and the measures of damages in 
intellectual property litigation are complex and often 
subjective or uncertain.   Thus, the existence of or any 
adverse determinations in such litigation could subject the 
Company to significant liabilities and costs, require the 
Company to seek licenses from others, prevent the Company from 
manufacturing or selling its products, or cause severe 
disruptions to the Company's operations or the markets in 
which it competes, any one of which could have a material 
adverse effect on the results of operations or financial 
condition of the Company.

Commercial Commitments.  The Company regularly enters into 
minimum purchase commitments.  Should sales volumes fluctuate 
significantly, the obligation to meet minimum purchase 
commitments could adversely affect the Company's results of 
operations or financial condition.

Electronic Commerce and Electronic Data Interchange (EDI).  
Many vendors, distributors and resellers have been successful 
in the direct sale of products to customers who wish to order 
products on the Internet or through EDI.  These trends have 
enabled manufacturers to increase business volume and lower 
their cost structures.  There can be no assurance that the 
Company will successfully implement or continue to expand such 
systems in a timely manner, and a failure to do so could 
adversely affect results of operations or financial condition. 

Key Personnel and Recruiting.  The success of the Company will 
depend to a significant extent upon a number of key employees 
and management.  The loss of the services of key employees 
could have a material adverse effect on the Company's 
business, operating results or financial condition. Recruiting 
and retaining skilled personnel, including engineers, is 
highly competitive.  If the Company cannot successfully 
recruit and retain skilled personnel, the Company's financial 
results may be adversely affected.  In addition, the Company 
must carefully manage the growth in employees commensurate 
with anticipated growth in the Company.  Should the Company's 
revenue growth or attrition levels vary significantly, there 
could be an adverse effect on results of operations or 
financial condition.

Year 2000 Compliance.  As is true for most companies, the Year 
2000 computer issue creates a risk for 3Com.  If systems do 
not correctly recognize date information when the year changes 
to 2000, there could be an adverse impact on the Company's 
operations.  The risk for 3Com exists in four areas:  systems 
used by the Company to run its business, systems used by the 
Company's suppliers, potential warranty or other claims from 
3Com customers, and the potential reduced spending by other 
companies on networking solutions as a result of significant 
information systems spending on Year 2000 remediation.  The 
Company is currently evaluating its exposure in all of these 
areas.

3Com is in the process of conducting a comprehensive inventory 
and evaluation of its systems, equipment and facilities.  3Com 
has a number of projects underway to replace or upgrade 
systems, equipment and facilities that are known to be Year 
2000 non-compliant.  The Company has not identified 
alternative remediation plans if upgrade or replacement is not 
feasible.  The Company will consider the need for such 
remediation plans as it continues to assess the Year 2000 
risk.  For the Year 2000 non-compliance issues identified to 
date, the cost of upgrade or remediation is not expected to be 
material to the Company's operating results.  The Company 
expects to conclude its estimates of cost by the end of the 
calendar year.  If implementation of replacement systems is 
delayed, or if significant new non-compliance issues are 
identified, the Company's results of operations or financial 
condition could be materially adversely affected.

3Com is also in the process of contacting its critical 
suppliers to determine that the suppliers' operations and the 
products and services they provide are Year 2000 compliant.  
Where practicable, 3Com will attempt to mitigate its risks 
with respect to the failure of suppliers to be Year 2000 
ready.  In the event that suppliers are not Year 2000 
compliant, the Company will seek alternative sources of 
supplies.  However, such failures remain a possibility and 
could have an adverse impact on the Company's results of 
operations or financial condition.  Additionally, litigation 
may arise from situations in which the Company has minimum 
purchase commitment contracts with suppliers that are not Year 
2000 compliant.

The Company believes its current products are Year 2000 
compliant; however, since all customer situations cannot be 
anticipated, particularly those involving third party 
products, 3Com may see an increase in warranty and other 
claims as a result of the Year 2000 transition.  In addition, 
litigation regarding Year 2000 compliance issues is expected 
to escalate.  For these reasons, the impact of customer claims 
could have a material adverse impact on the Company's results 
of operations or financial condition.

Year 2000 compliance is an issue for virtually all businesses, 
whose computer systems and applications may require 
significant hardware and software upgrades or modifications.  
Companies owning and operating such systems may plan to devote 
a substantial portion of their information systems' spending 
to fund such upgrades and modifications and divert spending 
away from networking solutions.  Such changes in customers' 
spending patterns could have a material adverse impact on the 
Company's sales, operating results or financial condition. 

Fluctuations in Quarterly Results.  The Company's operating 
results for any particular quarter are difficult to predict 
and may continue to be subject to significant fluctuations.  
These fluctuations can be caused by a wide variety of factors, 
including seasonality with respect to the volume and timing of 
orders, the introduction and acceptance of new products and 
technologies, price competition, general conditions and trends 
in the networking industry and technology sector, disruption 
in international markets, general economic conditions, and 
extraordinary events such as industry consolidation, 
acquisitions, or litigation.  For example, the third quarter 
of the fiscal year, consisting of the winter months of 
December, January and February, is a seasonally slow quarter, 
and has historically had either sequentially lower, or only 
slightly increased sales from the prior quarter.  In addition, 
as the portion of the Company's consumer-related business 
grows, for example with products such as the Palm IIITM 
connected organizer, this seasonality will likely become more 
pronounced.  These factors, and accompanying fluctuations in 
periodic operating results, could have a significant adverse 
impact on the market price of the Company's common stock.


Liquidity and Capital Resources

Cash and equivalents and short-term investments at August 28, 
1998 were $1.2 billion, an increase of $161.0 million from May 
31, 1998.

For the three months ended August 28, 1998, net cash generated 
from operating activities was $221.6 million.  Accounts 
receivable at August 28, 1998 increased $130.6 million from 
May 31, 1998 to $980.3 million.  Days sales outstanding in 
receivables increased to 63 days at August 28, 1998, compared 
to 56 days at May 31, 1998 primarily due to a higher 
percentage of sales in the last month of the August quarter 
compared to the last month of the May quarter.  Inventory 
levels at August 28, 1998 decreased $143.5 million, of which 
$119.3 million was finished goods, from the prior fiscal year-
end to $501.3 million.  Average inventory turnover was 5.4 
turns for the quarter ended August 28, 1998, compared to 4.4 
turns for the quarter ended May 31, 1998, primarily as a 
result of the decrease in inventory balances.

During the three months ended August 28, 1998, the Company 
made $45.4 million in capital expenditures.  Major capital 
expenditures included upgrades and expansion of the Company's 
facilities in the U.S. and Ireland, and purchases and upgrades 
of desktop systems and other equipment.  Additionally, in the 
first quarter of fiscal 1999, the Company sold two facilities 
and equipment in the Chicago area for total net proceeds of 
$14.7 million.  As of August 28, 1998, the Company had 
approximately $39.3 million in capital expenditure commitments 
outstanding primarily associated with the expansion of 
facilities.  In addition, the Company has commitments related 
to operating lease arrangements in the U.S., under which the 
Company has an option to purchase the properties for an 
aggregate of $322.2 million, or arrange for the sale of the 
properties to a third party.  If the properties are sold to a 
third party at less than the option price, the Company retains 
an obligation for the difference, subject to certain 
provisions of the lease.

In June 1998, the Company's Board of Directors authorized the 
repurchase of up to 10 million shares of the Company's common 
stock.  Such purchases are made in the open market from time 
to time.  During the first quarter of fiscal 1999, the Company 
repurchased 1.1 million shares of common stock at a total cost 
of $29.5 million.  During the first three months of fiscal 
1999, the Company received net cash of $6.3 million from the 
sale of shares of its common stock to employees through its 
employee stock purchase and option plans.  

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 28, 1998, there were no outstanding 
borrowings under the credit agreement, and the Company was in 
compliance with all required covenants. 

During the quarter ended August 28, 1998, the Company repaid 
$12 million of borrowings under the 7.52% Unsecured Senior 
Notes agreement.  As of August 28, 1998, $36 million of this 
debt remained outstanding, of which $12 million is classified 
as current, and is included in accrued liabilities and other.

The remaining U.S. Robotics merger-related accrual at August 
28, 1998 was approximately $28.4 million.  Total expected cash 
expenditures relating to this merger charge are estimated to 
be approximately $113 million, of which approximately $102 
million was disbursed prior to August 28, 1998.  Benefits paid 
to 869 employees terminated through August 28, 1998 
(approximately 96 percent of the total planned severances) 
were approximately $55 million.  The remaining severance and 
outplacement amounts are expected to be paid within the next 
fiscal quarter.

During the first quarter of fiscal 1999, the Company recorded 
a tax benefit on stock option transactions of $2.7 million.  
During the same quarter a year ago, the Company recorded a 
similar benefit totaling $121.1 million.

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


Effects of Recent Accounting Pronouncements

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 
will be effective for the Company's fiscal year ended May 28, 
1999 and requires disclosure of historical information for 
comparative purposes.  Management of the Company is currently 
evaluating the effects of this Statement on its reporting of 
segment information. 

In June 1998, the FASB issued SFAS 133, "Accounting for 
Derivative Instruments and Hedging Activities."  This 
Statement requires companies to record derivatives on the 
balance sheet as assets or liabilities, measured at fair 
value.  Gains or losses resulting from changes in the values 
of those derivatives would be accounted for depending on the 
use of the derivative and whether it qualifies for hedge 
accounting.  SFAS 133 will be effective for the Company's 
fiscal year 2001. Management believes that this Statement will 
not have a significant impact on the Company.


Item 3.	Quantitative and Qualitative Disclosures About 
Market Risk

Reference is made to Part II, Item 7A, Quantitative and 
Qualitative Disclosures About Market Risk, in the Registrant's 
Annual Report on Form 10-K for the year ended May 31, 1998. 


PART II.      OTHER INFORMATION

Item 1.	Legal Proceedings

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

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

     On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., Civil Action 
No. C-98-00508CRB (Euredjian), was filed against 3Com and 
several of its present and former officers and directors in 
United States District Court for the Northern District of 
California asserting the same class period and factual 
allegations as the Hirsch and Kravitz actions.  The complaint 
alleges violations of the federal securities laws, 
specifically Sections 10(b) and 20(a) of the Securities 
Exchange Act of 1934, and seeks unspecified damages.  The 
Company has not responded to the complaint.  

     The Hirsch, Kravitz and Euredjian actions were filed after 
Intel Corporation sharply decreased prices on its Fast 
Ethernet network interface cards, which resulted in 3Com 
decreasing its prices on similar products.  The Company 
believes it has meritorious defenses to the claims in the 
Hirsch, Kravitz and Euredjian actions and intends to contest 
the lawsuits vigorously.  An unfavorable resolution of the 
actions could have a material adverse effect on the business, 
results of operations or financial condition of the Company.

    Several securities actions have been filed against the Company 
and certain of its current and former officers and directors 
following the Company's merger with U.S. Robotics.  In 
December 1997, a putative securities class action, captioned 
Reiver v. 3Com Corporation, et al., Civil Action No. C-97-
21083JW (Reiver), was filed in the United States District 
Court for the Northern District of California. The complaint 
alleges violations of the federal securities laws, 
specifically Sections 10(b) and 20(a) of the Securities 
Exchange Act of 1934, and seeks unspecified damages on behalf 
of a purported class of purchasers of 3Com common stock during 
the period from May 19, 1997 through November 6, 1997.  In 
December 1997 and January 1998, seven similar shareholder 
class action lawsuits were filed in the United States District 
Court for the Northern District of Illinois and the United 
States District Court for the Northern District of California.  
The cases filed in the Northern District of Illinois have been 
transferred to the Northern District of California, and the 
cases have been consolidated in the Reiver action.  On August 
17, 1998, plaintiffs filed a consolidated amended complaint.  
The Company has not responded to the complaint.

     On April 3, 1998, a complaint, captioned Florida State Board 
of Administration and Teachers Retirement System of Louisiana 
v. 3Com Corporation, et al., Civil Action No. C-98-1355 
(Florida State Board), was filed in the United States District 
Court for the Northern District of California.  The complaint 
alleges violations of the federal securities laws, violations 
of the Florida securities laws, common law fraud and negligent 
misrepresentation based on factual allegations similar to 
those asserted in the Reiver action.  The Company has not 
responded to the complaint.

     The Company believes it has meritorious defenses to the claims 
in the Reiver and Florida State Board complaints and intends 
to contest the lawsuits vigorously.  An unfavorable resolution 
of the actions could have a material adverse effect on the 
business, results of operations or financial condition of the 
Company.

     In January 1998, two purported shareholder complaints relating 
to the Company's June 1997 merger with U.S. Robotics, 
captioned Stanley Grossman v. 3Com Corporation, et al., Civil 
Action No. CV771335, and Jason v. 3Com Corporation, et al., 
Civil Action No. CV771713, were filed in California Superior 
Court, Santa Clara County.  The actions allege that 3Com, 
several of its officers and directors, and several former U.S. 
Robotics officers violated Sections 11 and 15 of the 
Securities Act of 1933 by making alleged misrepresentations 
and omissions in a May 8, 1997 registration statement.  The 
complaints seek damages in an unspecified amount on behalf of 
a purported class of persons who received the Company's stock 
during the merger pursuant to the registration statement. The 
Company has not responded to the complaints.  On September 25, 
1998, the Delaware Chancery Court issued an injunction 
preventing plaintiffs from proceeding with these actions, 
finding that plaintiffs' claims are barred by a settlement in 
a prior action.  

     In February 1998, a shareholder derivative action purportedly 
on behalf of the Company, captioned, Wasserman v. Benhamou, et 
al., Civil Action No. 16200-NC, was filed in Delaware Chancery 
Court.  The complaint alleges that the Company's directors 
breached their fiduciary duties to the Company by engaging in 
alleged wrongful conduct from mid-1996 through November 1997, 
including the conduct complained of in the securities 
litigation described above.  The Company is named solely as a 
nominal defendant, against whom the plaintiff seeks no 
recovery.  The Company and the individual defendants have 
filed a motion to dismiss the complaint.  An unfavorable 
resolution of the actions could have a material adverse effect 
on the business, results of operations or financial condition 
of the Company.

Intellectual Property Litigation
     On April 28, 1997, Xerox Corporation filed suit against U.S. 
Robotics Corporation and U.S. Robotics Access Corp. in the 
United States District Court for the Western District of New 
York.  The case is now entitled: Xerox Corporation v. U.S. 
Robotics Corporation, U.S. Robotics Access Corp., Palm 
Computing, Inc. and 3Com Corporation, Civil Action No. 97-CV-
6182T.  The complaint alleges willful infringement of a United 
States patent relating to computerized interpretation of 
handwriting.  The complaint further prays for unspecified 
damages and injunctive relief.  Xerox has asserted that 
Graffiti software and certain products of Palm Computing, Inc. 
infringe the patent.  The Company believes it has meritorious 
defenses to the claims and is contesting the lawsuit 
vigorously.  An unfavorable resolution of the action could 
have a material adverse effect on the business, results of 
operations or financial condition of the Company.

Consumer Litigation
     A putative consumer class action pending against the Company 
and U.S. Robotics in the California Superior Court, Marin 
County, Bendall, et al. v. U.S. Robotics Corporation, et al., 
Civil Action No. 170441, arising out of the purchase of x2TM 
products and products upgradeable to x2, was coordinated with 
a previously filed individual action in the California 
Superior Court, San Francisco County, Intervention Inc. v. 
U.S. Robotics Corporation, Civil Action No. 984352.  Two 
putative consumer class action lawsuits pending against the 
Company and U.S. Robotics in state court of Illinois arising 
out of the same facts as those alleged in the California cases 
are stayed,  Lippman, et al. v. 3Com, Civil Action 
No. 97 CH 09773, and Michaels, et al. v. U.S. Robotics Access 
Corporation, et al., Civil Action No. 97 CH 14417.  A class 
has not been certified, and discovery is under way.  The 
Company believes it has meritorious defenses to these lawsuits 
and intends to contest the lawsuits vigorously.  An 
unfavorable resolution of the actions could have a material 
adverse effect on the business, results of operations or 
financial condition of the Company.


Item 2.	Changes in Securities

	None.

Item 3.	Defaults Upon Senior Securities and Use of Proceeds

	None.

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

        None.

Item 5.	Other Information

	None.

Item 6.	Exhibits and Reports on Form 8-K

   (a)  Exhibits

	Exhibit
	Number		Description
        -------         -----------
        3.1             Certificate of Incorporation(14)
        3.2             Certificate of Correction Filed 
                        to Correct a Certain Error in the 
                        Certificate of Incorporation (14)
        3.3             Certificate of Merger (14)
        3.4             Bylaws of 3Com Corporation, As 
                        Amended (14)
        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)
        4.4             Amended and Restated Senior Notes 
                        Agreement between U.S. Robotics 
                        Corporation, Metropolitan Life Insurance 
                        Company, The Northwestern Mutual Life 
                        Insurance Company, and Metropolitan 
                        Property and Casualty Insurance Company (8)
       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             Second Amended and Restated 1984 
                        Employee Stock Purchase Plan (Exhibit 10.5 
                        to Form 10-Q) (9)*
       10.5             3Com Corporation Director Stock 
                        Option Plan, as amended (Exhibit 19.3 to 
                        Form 10-Q) (4)*
       10.6             Amended 3Com Corporation 
                        Director Stock Option Plan (Exhibit 10.8 
                        to Form 10-Q)(9)*
       10.7             3Com Corporation Restricted 
                        Stock Plan, as amended (Exhibit 10.17 to 
                        Form 10-Q)(9)*
       10.8             1994 Stock Option Plan (Exhibit 
                        10.22 to Form 10-K) (5)*
       10.9             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) (11)
      10.10             Purchase Agreement between 
                        BNP Leasing Corporation and 3Com 
                        Corporation, effective as of November 20, 
                        1996 (Exhibit 10.38 to Form 10-Q) (11)
      10.11             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)(10)
      10.12             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) (13)
      10.13             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) (13)
      10.14             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) (13)
      10.15             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 (12)
      10.16             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 (14)
      10.17             Purchase Agreement between 
                        BNP Leasing Corporation and 3Com 
                        Corporation, effective as of July 25, 1997 
                        for the Great America Phase III (PAL) site(14)
      10.18             Lease Agreement between BNP 
                        Leasing Corporation, as Landlord, and 3Com 
                        Corporation, as Tenant, effective as of 
                        July 29, 1997 for the Marlborough site(14)
      10.19             Purchase Agreement between 
                        BNP Leasing Corporation and 3Com 
                        Corporation, effective as of July 29, 1997 
                        for the Marlborough site (14)
      10.20             Lease Agreement between BNP 
                        Leasing Corporation, as Landlord, and 3Com 
                        Corporation, as Tenant, effective as of 
                        August 11, 1997 for the Rolling Meadows 
                        site (14)
      10.21             Purchase Agreement between 
                        BNP Leasing Corporation and 3Com 
                        Corporation, effective as of August 11, 
                        1997 for the Rolling Meadows
                        site (14)
      10.22             First Amendment to Credit Agreement (14)


	*	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 on  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 May 16, 
                        1995 (File No. 0-19550)
        (9)             Incorporated by reference to the 
                        Exhibit identified in parentheses 
                        previously filed as an Exhibit to 
                        Registrant's Form 10-Q, filed on January 
                        15, 1996 (File No. 0-12867)
       (10)             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)
       (11)             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)
       (12)             Incorporated by reference to the 
                        Exhibit identified in parentheses 
                        previously filed as an Exhibit to 
                        Registrant's Registration Statement on 
                        Form S-4, filed on March 17, 1997 (File 
                        No. 333-23465)
       (13)             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)
       (14)             Incorporated by reference to the 
                        Exhibit identified in parentheses 
                        previously filed as an Exhibit to 
                        Registrant's Form 10-Q, filed on October 
                        14, 1997 (File No. 0-12867)

        (b)     Reports on Form 8-K

                None

                                 Signatures



Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned thereunto duly authorized.


                                        3Com Corporation
                                       (Registrant)



Dated: October 9, 1998         By:    /s/Christopher B. Paisley 
       ---------------                -------------------------
                                         Christopher B. Paisley
                                         Senior Vice President, Finance and
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)