________________________________________________________________

				UNITED STATES
		     SECURITIES AND EXCHANGE COMMISSION
			  Washington, D. C.  20549


				  FORM 10-Q


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


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

				     or

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

      For the transition period from                to  

				____________  

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

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

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


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

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

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

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


________________________________________________________________


			       3Com Corporation

			       Table of Contents


PART I. FINANCIAL INFORMATION

Item 1.         Financial Statements

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

		Consolidated Statements of Operations
		Quarters Ended August 31, 1997 and 1996

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

		Notes to Consolidated Financial Statements      

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


PART II.        OTHER INFORMATION

Item 1.         Legal Proceedings       

Item 2.         Changes in Securities   

Item 3.         Defaults Upon Senior Securities 

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

Item 5.         Other Information       

Item 6.         Exhibits and Reports on Form 8-K        


Signatures              



3Com, CoreBuilder, EtherLink, SuperStack and U.S. Robotics are 
registered trademarks of 3Com Corporation.  Total Control is a 
trademark of 3Com Corporation.




		      PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements

			       3Com Corporation
			 Consolidated Balance Sheets
			   (Dollars in thousands)
				 (Unaudited)

					      August 31,    May 31,
						 1997        1997    
					      ----------   ----------
	
ASSETS
Current Assets:
   Cash and cash equivalents                  $  517,657   $  401,125
   Temporary cash investments                    490,830      538,706
   Trade receivables                           1,139,798    1,234,227
   Inventories                                   410,715      402,356
   Deferred income taxes                         307,233      165,731
   Other                                         160,709       94,419
                                              ----------   ----------
Total current assets                           3,026,942    2,836,564

Property and equipment-net                       621,113      660,025
Deposits and other assets                         55,683      112,644
                                              ----------   ----------

Total                                         $3,703,738   $3,609,233
                                              ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Short-term debt                            $       -    $   60,700
   Accounts payable                              295,407      345,304
   Accrued and other liabilities                 846,820      477,393
   Income taxes payable                           28,777      189,399
                                              ----------   ----------
Total current liabilities                      1,171,004    1,072,796

Long-term debt                                   151,795      162,515
Other long-term obligations                        6,573        7,942
Deferred income taxes                             66,659       25,858

Stockholders' Equity:
Preferred stock, no par value, 10,000,000
   shares authorized; none outstanding                -            -  
Common stock, $.01 par value, 990,000,000 
   shares authorized; shares outstanding:
   August 31, 1997: 345,948,876;
   May 31, 1997: 334,558,193                   1,447,639    1,178,359
Unamortized restricted stock grants               (4,793)      (5,165)
Retained earnings                                861,286    1,168,941
Unrealized net gain on available-for-sale
   securities                                      2,404        2,320
Accumulated translation adjustments                1,171       (4,333)
                                              ----------   ----------
  
Total stockholders' equity                     2,307,707    2,340,122
                                              ----------   ----------

Total                                         $3,703,738   $3,609,233
                                              ==========   ==========


See notes to consolidated financial statements.




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

						   Quarters Ended
						     August 31, 
						 -----------------
						 1997         1996    
						 ----         ----

Sales                                         $1,600,862   $1,250,060

Cost of sales                                    832,808      658,204
                                              ----------   ----------

Gross margin                                     768,054      591,856

Operating expenses:
	Sales and marketing                      301,307      207,208
	Research and development                 142,117       99,765
	General and administrative                62,589       47,642
	Merger-related charges                   426,000           -       
                                              ----------   ----------
	Total                                    932,013      354,615
                                              ----------   ----------

Operating income (loss)                         (163,959)     237,241
Other income--net                                  2,961        2,973
                                              ----------   ----------
                                                           
Income (loss) before income taxes               (160,998)     240,214
Income tax provision (benefit)                   (14,178)      88,250
                                              ----------   ----------

Net income (loss)                             $ (146,820)  $  151,964
                                              ==========   ==========

 

Net income (loss) per common and                                        
   equivalent share:
	Primary                               $    (0.43)  $     0.43
	Fully diluted                         $    (0.43)  $     0.43

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

See notes to consolidated financial statements.





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

                                                     Quarters Ended
                                                         August 31,      
                                                     ----------------
                                                     1997        1996       
                                                     ----        ----

Cash flows from operating activities:
    Net income (loss)                             $(146,820)   $ 151,964
    Adjustments to reconcile net income to cash
	provided by operating activities:               
    Depreciation and amortization                    47,098       41,091
    Deferred income taxes                          (100,625)      (7,609)
    Adjustment to conform fiscal year of pooled
        entity - OnStream                                -         4,850
    Adjustment to conform fiscal year of pooled
        entity - U.S. Robotics                     (140,216)      71,632
    Adjustment to conform accounting policies            -         2,906
    Changes in assets and liabilities, 
           net of effects of acquisitions:
        Trade receivables                            94,429     (118,535)
        Inventories                                 (45,668)     (27,228)
        Other current assets                        (66,993)     (11,770)
        Accounts payable                            (49,897)     (36,961)
        Accrued and other liabilities               110,705       62,131
        Income taxes payable                        (39,524)      71,308
        Merger-related reserves                     426,000       (1,036)
                                                  ---------    ---------

Net cash provided by operating activities            88,489      202,743
                                                  ---------    ---------

Cash flows from investing activities:
        Purchase of property and equipment          (80,131)    (101,956)
        Purchase of temporary cash investments     (102,973)    (166,796)
        Proceeds from temporary cash investments    149,825       96,543
        Other-net                                       989       (8,980)
                                                  ---------    ---------

Net cash used for investing activities              (32,290)    (181,189)
                                                  ---------    ---------

Cash flows from financing activities:
        Common stock issued under stock plans       127,482       12,566
	Repayments of notes payable and
            capital lease obligations               (60,762)        (286)
        Repayments of long-term debt                (10,720)          -  
        Net proceeds from issuance of debt               -           316
        Other-net                                     4,333          386
                                                  ---------    ---------

Net cash provided by financing activities            60,333       12,982
                                                  ---------    ---------

Increase in cash and cash equivalents               116,532       34,536
Cash and cash equivalents at beginning
    of period                                       401,125      233,573
                                                  ---------    ---------
				       

Cash and cash equivalents at end of period        $ 517,657    $ 268,109
                                                  =========    =========

Non-cash financing and investing activities:
	Tax benefit on stock option
            transactions                          $ 121,098    $  33,036
	Unrealized net gain (loss) on
            available-for-sale securities         $      84    $  (1,902)


See notes to consolidated financial statements.





			      3Com Corporation
		Notes to Consolidated Financial Statements

1.      Basis of Presentation

On June 12, 1997, 3Com Corporation (the Company) 
completed the merger with U.S. Robotics, Inc. (U.S. 
Robotics), which was accounted for as a pooling-of-
interests.  All financial data of the Company, including 
the Company's previously issued financial statements for 
the periods presented in this Form 10-Q, have been 
restated to include the historical financial information 
of U.S. Robotics in accordance with generally accepted 
accounting principles and pursuant to Regulation S-X.

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

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

2.      Inventories consisted of (in thousands):

					      August 31,     May 31,
						 1997         1997
						 ----         ----

	Finished goods                        $  261,917   $  262,023
	Work-in-process                           27,679       35,462
	Raw materials                            121,119      104,871
                                              ----------   ----------
	Total                                 $  410,715   $  402,356
                                              ==========   ==========

3.      Net Income (Loss) Per Share

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

4.      Business Combinations

On June 12, 1997 the Company merged with U.S. Robotics by 
issuing approximately 158 million shares of its common 
stock in exchange for all outstanding common stock of 
U.S. Robotics.  The Company also assumed and exchanged 
all options to purchase U.S. Robotics' stock for options 
to purchase approximately 31 million shares of the 
Company's common stock.  The transaction was accounted 
for as a pooling-of-interests.  U.S. Robotics is the 
leading supplier of products and systems for accessing 
information across the wide area network, including 
modems and remote access products.

All financial data of the Company have been restated to 
include the historical financial information of U.S. 
Robotics.  The consolidated statement of income for the 
three months ended August 31, 1996 includes the U.S. 
Robotics statement of income for the three months ended 
June 30, 1996.  The consolidated statement of income for 
the year ended May 31, 1997 includes the U.S. Robotics 
statement of income for the twelve months ended March 30, 
1997.  The consolidated statements of income for the 
fiscal years ended May 31, 1996 and 1995 include the U.S. 
Robotics statements of income for the fiscal years ended 
September 29, 1996 and October 1, 1995, respectively.  
This presentation has the effect of including U.S. 
Robotics' results of operations for the six month period 
ended September 29, 1996 in both the combined years ended 
May 31, 1997 and 1996, and reflects sales of $1,158.2 
million and net income of $76.8 million, which has been 
reported as a decrease to the Company's fiscal 1997 
retained earnings.  The combined balance sheet as of May 
31, 1997 includes the U.S. Robotics balance sheet as of 
March 30, 1997, and includes an adjustment to decrease 
retained earnings by $40.9 million for the cumulative 
effect of conforming the companies fixed asset 
capitalization policies.  Results of operations for U.S. 
Robotics for the two months ending May 24, 1997 reflect 
sales of $15.2 million and net loss of $160.8 million, 
which has been reported as a decrease to the Company's 
fiscal 1998 retained earnings.  Revenues for the two-
month period were below historical revenue trends due 
primarily to the desire to reduce levels of channel 
inventory and conform sales return and allowance reserve 
philosophies with that of the heritage 3Com organization.  
The differences in such reserve methodologies were not 
material to the Company's financial statements.  The 
combined results below reflect reclassifications to 
conform financial statement presentation and adjustments 
to conform the companies fixed asset capitalization 
policies.  The companies have conformed other accounting 
practices and policies including revenue recognition.  
Differences in these practices in the past were deemed 
not to be material to the Company's financial statements 
and therefore are being conformed only on a prospective 
basis.  The following information has been prepared for 
comparative purposes only and does not purport to be 
indicative of what would have occurred had this 
transaction not been effected on the date indicated above 
or of results which may occur in the future.

	
                              Quarter Ended            Years Ended
                                August 31,               May 31,         
                              -------------  -------------------------------
                                   1996        1997        1996        1995
                              ----------------------------------------------
                           (Unaudited.  In thousands, except per share amounts)

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

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

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


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

As a result of the merger, the Company recorded charges 
of $426.0 million during the first quarter of fiscal 
1998.  These charges include approximately $364 million 
of integration expenses, $42 million of direct 
transaction costs (consisting primarily of investment 
banking and other professional fees) and $20 million of 
other merger charges.  Integration expenses included:

-  $121 million related to the write-off of inventory 
   associated primarily with the elimination of duplicate 
   wide area networking and PC Card products, including a 
   provision for the return of discontinued products in 
   the distribution channel;

-  $92 million related to the write-off of fixed assets 
   (including duplicate management information systems and 
   other corporate assets), purchased technology and 
   goodwill primarily associated with the elimination of 
   duplicate wide area networking and PC card products;

-  $81 million related to the closure and elimination 
   of duplicate owned and leased facilities, primarily 
   corporate headquarters and domestic and European sales 
   offices; and

-  $70 million for severance and outplacement costs 
   specifically related to the merger.

Actual termination benefits paid for approximately 
300 employees terminated through August 31, 1997 
(approximately 30 percent of the total planned 
severances) were approximately $17 million.  Total 
expected cash expenditures relating to the merger-related 
charge are estimated to be approximately $193 million, of 
which $55 million was disbursed prior to August 31, 1997.  
The remaining $138 million is expected to be paid within 
the next twelve months, with the exception of certain 
lease-related cash requirements.


5.      Litigation

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

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

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

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

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

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

On April 26, 1997, Xerox Corporation filed suit against 
U.S. Robotics in the United States District Court for the 
Western District of New York (Xerox Corporation v. U.S. 
Robotics Corporation and U.S. Robotics Access Corp., No. 
97-CV-6182T), claiming infringement of one United States 
Patent.  The complaint alleges willful infringement and 
prays for unspecified damages and injunctive relief.  In 
a press release dated April 30, 1997, Xerox alleged that 
its patent, issued January 21, 1997, "covers the use and 
recognition of handwritten text using an alphabet system 
designed especially for reliable recognition in pen 
computers," and that U.S. Robotics' PalmPilot hand-held 
computer and "Graffiti" software infringe the Xerox 
patent.  The Company believes it has meritorious defenses 
to Xerox's claims and intends to contest the lawsuit 
vigorously.  An adverse resolution of the action could 
have a material adverse effect on the Company's results 
of operations and financial condition in the quarter in 
which such adverse resolution occurs.

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

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


6.      Effects of Recent Accounting Pronouncements

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

In June 1997, the FASB issued SFAS 130, "Reporting 
Comprehensive Income."  This statement establishes 
standards for the reporting and display of comprehensive 
income and its components.  SFAS 130 will be effective 
for the Company's fiscal year 1999 and requires 
reclassification of financial statements for earlier 
periods for comparative purposes.

zIn June 1997, the FASB issued SFAS 131, "Disclosures 
About Segments of an Enterprise and Related Information." 
This statement requires that financial information be 
reported on the basis used internally for evaluating 
segment performance and deciding how to allocate 
resources to segments.  SFAS 131 is effective for the 
Company's fiscal year 1999 and requires restatement of 
all previously reported information for comparative 
purposes.  




			       3Com Corporation

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

Business Combinations

	On June 12, 1997, 3Com Corporation (the Company) merged 
with U.S. Robotics Corporation (U.S. Robotics) the leading 
supplier of products and systems for accessing information 
across the wide area network, including modems and remote 
access products.  The Company issued approximately 158 million 
shares of its common stock in exchange for all outstanding 
common stock of U.S. Robotics and assumed and exchanged all 
options to purchase U.S. Robotics' stock for options to 
purchase approximately 31 million shares of the Company's 
common stock.  The transaction was accounted for as a pooling-
of-interests.  See Note 4 of Notes to Consolidated Financial 
Statements for additional information on the above business 
combination.

Results of Operations

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

						Quarters ended August 31,
						-------------------------
						    1997         1996
						    ----         ----

Sales                                              100.0%       100.0%

Cost of sales                                       52.0         52.7
                                                   -----        ----- 

Gross margin                                        48.0         47.3

Operating expenses:
    Sales and marketing                             18.8         16.5
    Research and development                         8.9          8.0
    General and administrative                       3.9          3.8
    Merger-related charges                          26.6            -
                                                   -----        -----
Total operating expenses                            58.2         28.3
                                                   -----        ----- 
Operating income (loss)                            (10.2)        19.0
Other income - net                                   0.1          0.2
                                                   -----        ----- 
Income (loss) before income taxes                  (10.1)        19.2
Income tax provision (benefit)                      (0.9)         7.0
                                                   -----        ----- 
Net income (loss)                                   (9.2)%       12.2%          
                                                   -----        ----- 

Excluding merger-related charges:
Total operating expenses                            31.6%        28.3%
Operating income                                    16.4         19.0
Net income                                          10.8         12.2


Quarters Ended August 31, 1997 and 1996

	Sales in the first quarter of fiscal 1998 totaled $1.6 
billion, an increase of $350.8 million or 28 percent from the 
corresponding quarter a year ago.  The Company believes that 
the year-over-year increase in first quarter sales is due to 
several factors, including growth in the networking market as 
the Internet, corporate Intranets, client server applications 
and remote access services stimulate customers to migrate from 
shared to switched media and to larger bandwidth and higher 
speed technologies, such as Fast Ethernet, ATM and Gigabit 
Ethernet, to support data, voice and video multimedia traffic.  
The Company also believes that the strength of the Company's 
product offerings at the edge of the network, including 
modems, network interface cards (NICs), workgroup switches and 
hubs, the continuous expansion of 3Com's product offerings, 
and the ability to deliver complete data networking solutions 
for different connectivity environments contributed to the 
increase in first quarter sales over the same period a year 
ago.

	Sales of client access products (modems and NICs) in the 
first quarter of fiscal 1998 increased 23 percent from the 
same quarter one year ago, and represented 55 percent of total 
sales, compared to 58 percent in the first quarter of fiscal 
1997.  The year-over-year increase in sales of client access 
products represented a significant increase in unit volume, 
led primarily by the Fast EtherLink (registered trademark) PCI
adapters and Fast EtherLink PC Cards, and an increased mix of the
recently introduced U.S. Robotics (registered trademark) brand
56 Kbps modem with x2 technology.  This increase was partially
offset by a decline in average selling prices of certain Fast
EtherLink products and a decline in sales of 10 Mbps Ethernet
NICs as a result of the accelerated transition from 10 Mbps
Ethernet to Fast Ethernet adapters.

	Sales of network systems products (i.e. switches, 
internetworking, remote access and hubs) in the first quarter 
of fiscal 1998 increased 34 percent from the same quarter one 
year ago, and represented 45 percent of total sales, compared 
to 42 percent in the year ago quarter.  The year-over-year 
increase in network systems sales was led primarily by the 
increase in unit volume of Total Control (trademark) remote
access concentrator, the SuperStack (registered trademark) II
workgroup switching family, the CoreBuilder (registered trademark)
7000 ATM High-Function switching family, and the CoreBuilder 5000
enterprise switching family, partially offset by the year-over-year
declines in average selling prices for remote access and workgroup
switching products.  The Company experienced a significant increase
in unit volume in workgroup switching products and Fast Ethernet
stackable hubs, partially offset by a decline in average selling prices 
resulting from increased competition and pricing pressures.

	International sales for the first quarter of fiscal 1998 
comprised 45 percent of total sales compared to 38 percent in 
the same period a year ago.  International sales increased 49 
percent in all major geographic regions, with especially 
strong growth in the Asia Pacific and European regions.  The 
Company believes that the growth in international sales is due 
primarily to the Company's continued expansion of operations 
and sales force internationally.  The Company's operations 
were not significantly impacted by fluctuations in foreign 
currency exchange rates in the first quarters of fiscal 1998 
and 1997.  Sales growth in the United States for the first 
quarter of fiscal 1998 was 15 percent when compared to the 
first quarter of fiscal 1997.

	Gross margin as a percentage of sales was 48.0 percent in 
the first quarter of fiscal 1998, compared to 47.3 percent for 
the first quarter of fiscal 1997.  The corresponding 
improvement in gross margin in the first quarter of fiscal 
1998 primarily reflects an increased mix of higher margin 
products, such as the U.S. Robotics brand 56 Kbps modem with 
x2 technology, Total Control remote access concentrators and 
enterprise switching products.  Factors causing the increase 
in gross margin were partially offset by a higher mix of 
certain lower margin adapter products and workgroup switching 
products, for which average selling prices declined during the 
period due to competitive pricing pressures.

	Total operating expenses in the first quarter of fiscal 
1998 were $932.0 million or 58.2 percent of sales, compared to 
$354.6 million or 28.3 percent of sales in first quarter of 
fiscal 1997.  Excluding the pre-tax merger-related charge of 
$426.0 million related to the merger with U.S. Robotics (see 
Note 4 of Notes to Consolidated Financial Statements), total 
operating expenses for the first quarter of fiscal 1998 were 
$506.0 million, or 31.6 percent of sales.

	Sales and marketing expenses in the first quarter of 
fiscal 1998 increased $94.1 million or 45 percent from the 
first quarter of fiscal 1997.  Sales and marketing expenses as 
a percentage of sales increased to 18.8 percent of sales in 
the first quarter of fiscal 1998, from 16.5 percent in the 
corresponding fiscal 1997 period.  The increase in such 
expenses reflected increased costs associated with marketing 
promotions and customer support programs and an increase in 
field sales and marketing personnel.

	Research and development expenses in the first quarter of 
fiscal 1998 increased $42.4 million or 42 percent from the 
year-ago period.  Research and development expenses increased 
to 8.9 percent in the first quarter of fiscal 1998, compared 
to 8.0 percent in first quarter of fiscal 1997.  The increase 
in research and development expenses was primarily 
attributable to the cost of developing 3Com's new products, 
primarily switching, network management and remote access, and 
the Company's expansion into new technologies and markets.  
The Company believes the timely introduction of new 
technologies and products is crucial to its success, and plans 
to continue to make acquisitions or strategic investments to 
accelerate time to market where appropriate.

	General and administrative expenses in the first quarter 
of fiscal 1998 increased $14.9 million or 31 percent from the 
same period a year ago.  General and administrative expenses 
increased to 3.9 percent in the first quarter of fiscal 1998, 
compared to 3.8 percent in the first quarter of fiscal 1997.  
The increase in general and administrative expenses primarily 
reflected an expansion of the Company's infrastructure and 
duplicate levels of corporate administration as a result of 
the merger with U.S. Robotics.

	Other income (net) remained flat at approximately $3.0 
million in the first quarters of fiscal 1998 and 1997.  
Interest income increased primarily due to larger cash and 
investment balances, but was offset by losses on foreign 
exchange translations.

	The Company's effective income tax rate on the pre-tax 
loss of $161.0 million was a benefit of 8.8 percent in the 
first quarter of fiscal 1998 compared to a charge of 
approximately 36.7 percent in the first quarter of fiscal 
1997.  Excluding the pre-tax merger-related charge associated 
with U.S. Robotics, which was not fully deductible, the pro 
forma income tax rate was 35.0 percent.

	Net loss for the first quarter of fiscal 1998 was $146.8 
million, or $0.43 per share, compared to net income of $152.0 
million, or $0.43 per share, for the first quarter of fiscal 
1997.  Excluding the merger-related charge associated U.S. 
Robotics, net income was $172.2 million, or $0.48 per share 
for the first quarter of fiscal 1998.


Business Environment and Risk Factors

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

	The Company participates in a highly volatile and rapidly 
growing industry which is characterized by vigorous 
competition for market share and rapid technological 
development carried out amidst uncertainty over adoption of 
industry standards and protection of proprietary intellectual 
property rights.  This has in the past resulted and could in 
the future result in aggressive pricing practices and 
increased competition, both from start-up companies and from 
well-capitalized computer systems and communications 
companies.  The Company's ability to compete in this 
environment depends upon a number of competitive and market 
factors, and is subject to the risks set forth in this report 
and other factors.

	The market for the Company's products is intensely 
competitive and characterized by rapidly changing technology.  
The Company's success depends, in substantial part, on the 
timely and successful introduction of new products.  An 
unexpected change in one or more of the technologies affecting 
data networking, or in market demand for products based on a 
particular technology, could lead to a slowdown in sales of 
certain products, and could have a material adverse effect on 
the Company's operating results if the Company does not 
respond timely and effectively to such changes.  The Company 
is engaged in research and development activities in certain 
emerging LAN and WAN high-speed technologies, such as ATM, 
ISDN, DSL, Fast Ethernet, Gigabit Ethernet and data-over-
cable.  As the industry standardizes on high-speed 
technologies, there can be no assurance that the Company will 
be able to respond promptly and cost-effectively to compete in 
the marketplace.  In addition, if the PC industry migrates 
toward standardizing the integration of network interface 
capabilities on the PC motherboard, and if the Company does 
not manage its business to cost-effectively transition toward 
this technology, it could have an adverse impact on the 
Company.

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

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

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

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

	The non-linearity of sales throughout the quarter, while 
improved from the restated quarter ended May 31, 1997, 
subjects the Company to business risks due to unexpected 
disruptions in functions including but not limited to 
manufacturing, order management, information systems and 
shipping, and could have an adverse affect on the Company's 
results of operations.

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

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

	Some key components of the Company's products are 
currently available only from single sources.  There can be no 
assurance that in the future the Company's suppliers will be 
able to meet the Company's demand for components in a timely 
and cost-effective manner.  The Company's operating results 
and customer relationships could be adversely affected by 
either an increase in prices for, or an interruption or 
reduction in supply of, any key components.  

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

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

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

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

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

	On June 12, 1997, the Company merged with U.S. Robotics, 
the largest acquisition in the history of the networking 
industry (see Note 4 of Notes to Consolidated Financial 
Statements).  Large acquisitions are challenging, in general, 
and there can be no assurance that products, technologies, 
distribution channels, customer support operations, management 
information systems, key personnel and businesses of U.S. 
Robotics or other acquired companies will be effectively 
assimilated into the Company's business or product offerings, 
or that such integration will not adversely affect the 
Company's business, financial condition or results of 
operations.  The difficulties of such integration may be 
increased by the size and number of future acquisitions and 
the requirements of coordinating geographically separated 
organizations, such as the U.S. Robotics merger.  The 
integration of the companies will require the dedication of 
management resources which may temporarily distract attention 
from the day-to-day business of the combined company.  The 
inability of management to successfully integrate the 
operations of the two companies in a timely manner could have 
a material adverse effect on the business, results of 
operations, and financial condition of the Company, including, 
without limitation, product development cycles and marketing 
efforts.  In addition, there can be no assurance that any 
acquired products, technologies or businesses will contribute 
at anticipated levels to the Company's sales or earnings, or 
that the sales, earnings and technologies under development 
from acquired businesses will not be adversely affected by the 
integration process or other general factors.  If the Company 
is not successful in the integration of such acquisitions, 
there could be an adverse impact on the financial results and 
financial condition of the Company.  For a detailed discussion 
of these and other risks related to the U.S. Robotics merger, 
see the Joint Proxy Statement/Prospectus dated May 8, 1997 at 
pages 21 through 26.

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

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

	The Company's products are covered by product warranties 
and the Company may be subject to contractual commitments 
concerning product features or performance.  If unexpected 
circumstances arise such that the product does not perform as 
intended and the Company is not successful in resolving 
product quality or performance issues, there could be an 
adverse impact on sales and earnings.

	The market price of the Company's common stock has been, 
and may continue to be, extremely volatile.  Factors such as 
new product, pricing or acquisition announcements by the 
Company or its competitors, quarterly fluctuations in the 
Company's operating results, challenges associated with 
integration of businesses and general conditions in the data 
networking market, such as a decline in industry growth rates, 
may have a significant impact on the market price of the 
Company's common stock.  These conditions, as well as factors 
which generally affect the market for stocks of high 
technology companies, could cause the price of the Company's 
stock to fluctuate substantially over short periods.

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

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

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


Liquidity and Capital Resources

	Cash, cash equivalents and temporary cash investments at 
August 31, 1997 were $1.0 billion, increasing $68.7 million 
from May 31, 1997.

	For the three months ended August 31, 1997, net cash 
generated from operating activities was $88.5 million.  Trade 
receivables at August 31, 1997 decreased $94.4 million to $1.1 
billion from May 31, 1997.  Days sales outstanding in 
receivables decreased to 64 days at August 31, 1997, compared 
to 74 days at May 31, 1997 primarily due to the extended 
collection period for the heritage U.S. Robotics organization.  
Inventory levels at August 31, 1997 increased $8.4 million 
from the prior fiscal year-end to $410.7 million.  Inventory 
turnover increased to 8.2 turns at August 31, 1997, compared 
to 7.5 turns at May 31, 1997.  

	During the three months ended August 31, 1997, the 
Company made $80.1 million in capital expenditures.  Major 
capital expenditures included upgrades and expansion of the 
Company's facilities in Santa Clara, California and the 
continuing development of the Company's worldwide information 
systems.  As of August 31, 1997, the Company had outstanding 
approximately $140 million in capital expenditure commitments 
primarily associated with the construction and expansion of 
office and manufacturing space in Singapore, the U.K. and 
Ireland.

	During the first quarter of fiscal 1998, the Company 
received cash of $127.5 million from the sale of its common 
stock to employees through its employee stock purchase and 
option plans.

	During the first quarter of fiscal 1998, the Company 
signed a lease, which replaces a previous land lease, for 
300,000 square feet of office and research and development 
space and a data center to be built on land adjacent to the 
Company's headquarters site.  The lease expires in August 
2002, with an option to extend the lease term for two 
successive periods of five years each.  The Company has an 
option to purchase the property for $83.6 million, or at the 
end of the lease arrange for the sale of the property to a 
third party with the Company retaining an obligation to the 
owner for the difference between the sale price and $83.6 
million, subject to certain provisions of the lease.  The 
Company began construction of the buildings in July 1997, and 
anticipates that it will occupy and begin lease payments in 
the second quarter of fiscal 1999.

	During the first quarter of fiscal 1998, the Company 
signed a lease, which replaces a previous land lease, for 
525,000 square feet of office, research and development and 
manufacturing space to be built on land in Marlborough, 
Massachusetts.  The lease expires in August 2002, with an 
option to extend the lease term for two successive periods of 
five years each.  The Company has an option to purchase the 
property for $86.0 million, or at the end of the lease arrange 
for the sale of the property to a third party with the Company 
retaining an obligation to the owner for the difference 
between the sale price and $86.0 million, subject to certain 
provisions of the lease.  The Company began construction of 
the buildings in the first quarter of fiscal 1998, and 
anticipates that it will occupy and begin lease payments in 
the third quarter of fiscal 1999.

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

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

	The Company has a $100 million revolving bank credit 
agreement which expires December 20, 1999.  Payment of cash 
dividends are permitted under the credit agreement, subject to 
certain limitations based on net income levels of the Company.  
The Company has not paid and does not anticipate it will pay 
cash dividends on its common stock.  The credit agreement 
requires the Company to maintain specified financial 
covenants.  As of August 31, 1997, there were no outstanding 
borrowings under the credit agreement and the Company was in 
compliance with all required covenants.  During the quarter 
ended August 31, 1997, the Company retired certain debt held 
by the heritage U.S. Robotics organization, which included 
approximately $170 million of borrowings that occurred during 
the April and May time period, which was not reflected in the 
restated May 31, 1997 balance sheet.  See Note 4 to the 
Consolidated Financial Statements for further detail.

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

	During the quarter ended August 31, 1997, the Company 
completed the merger transaction with U.S. Robotics.  As a 
result, the Company recorded merger-related charges of $426.0 
million.  Total expected cash expenditures relating to the 
merger-related charges are approximately $193 million, of 
which $55 million was disbursed prior to August 31, 1997.  The 
remaining $138 million is expected to be paid from existing 
cash balances within the next twelve months, with the 
exception of lease-related cash requirements (see Note 4 of 
Notes to Consolidated Financial Statements).

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

Effects of Recent Accounting Pronouncements

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

	In June 1997, the FASB issued SFAS 130, "Reporting 
Comprehensive Income."  This statement establishes standards 
for the reporting and display of comprehensive income and its 
components.  SFAS 130 will be effective for the Company's 
fiscal year 1999 and requires reclassification of financial 
statements for earlier periods for comparative purposes.

	In June 1997, the FASB issued SFAS 131, "Disclosures 
About Segments of an Enterprise and Related Information." This 
statement requires that financial information be reported on 
the basis used internally for evaluating segment performance 
and deciding how to allocate resources to segments.  SFAS 131 
is effective for the Company's fiscal year 1999 and requires 
restatement of all previously reported information for 
comparative purposes.  


PART II.      OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

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

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

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

	On April 26, 1997, Xerox Corporation filed suit against 
U.S. Robotics in the United States District Court for the 
Western District of New York (Xerox Corporation v. U.S. 
Robotics Corporation and U.S. Robotics Access Corp., No. 97-
CV-6182T), claiming infringement of one United States Patent.  
The complaint alleges willful infringement and prays for 
unspecified damages and injunctive relief.  In a press release 
dated April 30, 1997, Xerox alleged that its patent, issued 
January 21, 1997, "covers the use and recognition of 
handwritten text using an alphabet system designed especially 
for reliable recognition in pen computers," and that U.S. 
Robotics' PalmPilot hand-held computer and "Graffiti" software 
infringe the Xerox patent.  The Company believes it has 
meritorious defenses to Xerox's claims and intends to contest 
the lawsuit vigorously.  An adverse resolution of the action 
could have a material adverse effect on the Company's results 
of operations and financial condition in the quarter in which 
such adverse resolution occurs.

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

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

Item 2. Changes in Securities

	None.

Item 3. Defaults Upon Senior Securities

	None.

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

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

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

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

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

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


Item 5. Other Information

	None.

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

	Exhibit
	Number                  Description

	3.1     Certificate of Incorporation 
	3.2     Certificate of Correction Filed to Correct a Certain
		Error in the Certificate of Incorporation
	3.3     Certificate of Merger
	3.4     Bylaws of 3Com Corporation, As Amended
	4.1     Indenture Agreement between 3Com Corporation and The
		First National Bank of Boston for the private placement
		of convertible subordinated notes dated as of November 1,
		1994 (Exhibit 5.2 to Form 8-K) (6)
	4.2     Placement Agreement for the private placement of
		convertible subordinated notes dated November 8, 1994
		(Exhibit 5.1 to Form 8-K) (6) 
	4.3     Amended and Restated Rights Agreement dated December 31,
		1994 (Exhibit 10.27 to Form 10-Q) (7)
	10.1    1983 Stock Option Plan, as amended (Exhibit 10.1 to
		Form 10-K) (3)*
	10.2    Amended and Restated Incentive Stock Option Plan (2)*
	10.3    License Agreement dated March 19, 1981 (1)
	10.4    First Amended and Restated 1984 Employee Stock Purchase
		Plan, as amended (Exhibit 19.1 to Form 10-Q) (4)*
	10.5    Second Amended and Restated 1984 Employee Stock Purchase
		Plan (Exhibit 10.5 to Form 10-Q)(8)*
	10.6    3Com Corporation Director Stock Option Plan, as amended
		(Exhibit 19.3 to Form 10-Q) (4)*
	10.7    Amended 3Com Corporation Director Stock Option Plan
		(Exhibit 10.8 to Form 10-Q)(8)*
	10.8    3Com Corporation Restricted Stock Plan, as Amended
		(Exhibit 10.17 to Form 10-Q)(8)*
	10.9    1994 Stock Option Plan (Exhibit 10.22 to Form 10-K) (5)*
	10.10   Lease Agreement between BNP Leasing Corporation, as
		Landlord, and 3Com Corporation, as Tenant, effective as of
		November 20, 1996 (Exhibit 10.37 to Form 10-Q) (10)
	10.11   Purchase Agreement between BNP Leasing Corporation and 3Com 
		Corporation, effective as of November 20, 1996 (Exhibit
		10.38 to Form 10-Q) (10)
	10.12   Agreement and Plan of Reorganization among 3Com Corporation, 
		OnStream Acquisition Corporation and OnStream Networks, Inc.
		dated as of October 5, 1996 (Exhibit 2.1 to Form S-4) (9)
	10.13   Lease Agreement between BNP Leasing Corporation, as Landlord,
		and 3Com Corporation, as Tenant, effective as of February 3,
		1997 for the Combined Great America Headquarters site
		(Exhibit 10.19 to Form 10-Q) (12)
	10.14   Purchase Agreement between BNP Leasing Corporation and 3Com 
		Corporation, effective as of February 3, 1997 for the
		Combined Great America Headquarters site (Exhibit 10.20 to
		Form 10-Q) (12)
	10.15   Credit Agreement dated as of December 20, 1996 among 3Com 
		Corporation, Bank of America National Trust and Savings
		Association, as Agent, and the Other Financial Institutions
		Party Hereto Arranged by BA Securities, Inc. (Exhibit 10.21
		to Form 10-Q) (12)
	10.16   Amended and Restated Agreement and Plan of Merger by and
		among 3Com Corporation, TR Acquisitions Corporation, 3Com
		(Delaware) Corporation, and U.S. Robotics Corporation, dated
		as of February 26, 1997 and amended as of March 14, 1997(11)
	10.17   Lease Agreement between BNP Leasing Corporation, as Landlord,
		and 3Com Corporation, as Tenant, effective as of July 25,
		1997 for the Great America Phase III (PAL) site 
	10.18   Purchase Agreement between BNP Leasing Corporation and 3Com 
		Corporation, effective as of July 25, 1997 for the Great
		America Phase III (PAL) site
	10.19   Lease Agreement between BNP Leasing Corporation, as Landlord,
		and 3Com Corporation, as Tenant, effective as of July 29,
		1997 for the Marlborough site
	10.20   Purchase Agreement between BNP Leasing Corporation and 3Com 
		Corporation, effective as of July 29, 1997 for the
		Marlborough site
	10.21   Lease Agreement between BNP Leasing Corporation, as Landlord,
		and 3Com Corporation, as Tenant, effective as of August 11,
		1997 for the Rolling Meadows site
	10.22   Purchase Agreement between BNP Leasing Corporation and 3Com 
		Corporation, effective as of August 11, 1997 for the Rolling
		Meadows site
	10.23   First Amendment to Credit Agreement
        18.1    Letter Re Change in Accounting Principles


	*       Indicates a management contract or compensatory plan.

	(1)     Incorporated by reference to the corresponding Exhibit
	previously filed as an Exhibit to Registrant's Registration 
	Statement on Form S-1 filed January 25, 1984 (File No. 2-89045)
	(2)     Incorporated by reference to Exhibit 10.2 to Registrant's
	Registration Statement on Form S-4 filed on August 31, 1987
	(File No. 33-16850)
	(3)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-K filed on August 27, 1991 (File No. 0-12867)
	(4)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-Q filed January 10, 1992 (File No. 0-12867)
	(5)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-K filed on August 31, 1994 (File No. 0-12867) 
	(6)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	8-K filed on November 16, 1994 (File No. 0-12867)
	(7)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-Q filed on January 13, 1995 (File No. 0-12867)
	(8)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-Q, filed on January 15, 1996 (File No. 0-12867)
	(9)     Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's
	Registration Statement on Form S-4, originally filed on October 11, 
	1996 (File No. 333-13993)
	(10)    Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-Q filed on January 13, 1997 (File No. 0-12867)
	(11)    Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's
	Registration Statement on Form S-4, filed on March 17, 1997 (File
	No. 333-23465)
	(12)    Incorporated by reference to the Exhibit identified in
	parentheses previously filed as an Exhibit to Registrant's Form
	10-Q, filed on April 11, 1997 (File No. 0-12867)

(b)     Reports on Form 8-K

	The Company filed one report on Form 8-K during the fiscal
	quarter covered by this report, as follows:
		
	(i)     Report on Form 8-K filed on June 26, 1997, reporting
	under Item 2 the completion of the merger with U.S. Robotics, Inc.
	effective June 12, 1997.





				  Signatures


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


			     3Com Corporation
			     (Registrant)



Dated:  October 13, 1997     By:  /s/  Christopher B. Paisley     
      --------------------      -------------------------------
				Christopher B. Paisley
				Senior Vice President, Finance and
				Chief Financial Officer
				(Principal Financial and
				Accounting Officer)