______________________________________________________________

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 November 30, 1996                       
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)

California                                     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 November 30, 1996, 175,961,677 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
		November 30, 1996 and May 31, 1996     

		Consolidated Statements of Income
		Quarters and Six Months Ended November 30, 1996 and 1995    

		Consolidated Statements of Cash Flows
		Six Months Ended November 30, 1996 and 1995     

		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, EtherLink, and ONcore are registered trademarks and 
CELLplex and SuperStack are trademarks of 3Com Corporation.



PART I.   FINANCIAL INFORMATION

Item 1. Financial Statements

3Com Corporation
Consolidated Balance Sheets
(Dollars in thousands)

					                                      November 30,          May 31,
					                                          1996               1996          
                                     					 ------------          -------
					                                       (Unaudited)

ASSETS
Current Assets:
   Cash and cash equivalents              $  350,141          $  216,759
   Temporary cash investments                392,237             282,578
   Trade receivables                         463,029             359,182
   Inventories                               235,353             241,018
   Deferred income taxes                      94,103              79,259
   Other                                      88,342              60,915
                                   					  ----------          ----------
Total current assets                       1,623,205           1,239,711

Property and equipment-net                   309,032             246,652
Other assets                                  48,889              38,754
                                   					  ----------          ----------

Total                                     $1,981,126          $1,525,117
                                   					  ==========          ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                       $  177,275          $  120,211
   Accrued and other liabilities             252,964             211,620
   Income taxes payable                      131,463              82,690
                                   					  ----------          ----------
Total current liabilities                    561,702             414,521

Long-term debt                               110,225             110,000
Other long-term obligations                    4,512               5,492
Deferred income taxes                         28,950              16,299

Shareholders' Equity:
   Preferred stock, no par value,
       3,000,000 shares
       authorized; none outstanding               -                   -  
   Common stock, $.01 par value,
       400,000,000 shares 
       authorized; shares outstanding:
       November 30, 1996:
	175,961,677; May 31, 1996:
	168,799,586                                 712,320             597,452
   Unamortized restricted stock grants        (4,963)             (4,487)
   Notes receivable on common stock             (139)                 -  
   Retained earnings                         560,071             379,358
   Unrealized gain on available-for-sale
     securities                                9,082               7,159
   Accumulated translation adjustments          (634)               (677)
		                                   			  ----------          ----------
  
Total shareholders' equity                 1,275,737             978,805
                                   					  ----------          ----------

Total                                     $1,981,126          $1,525,117
                                   					  ==========          ==========

See notes to consolidated financial statements.



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

			                             Quarter Ended            Six Months Ended
			                             	November 30,              November 30,    
			                           1996         1995         1996          1995   
			                           ----         ----         ----          ----

Sales                      $820,296      $563,544   $1,530,436    $1,060,833

Cost of sales               371,306       266,719      697,953       502,269
                     			   --------      --------   ----------    ----------

Gross Margin                448,990       296,825      832,483       558,564
                     			   --------      --------   ----------    ----------

Operating expenses:
  Sales and marketing       164,086       118,920      306,756       221,131
  Research and
    development              80,228        56,082      151,121       107,630
  General and administrative 35,558        22,902       65,596        43,843
  Acquisition-related
    charges                   6,600        69,000        6,600        69,000
                     			   --------       -------   ----------    ----------
      Total                 286,472       266,904      530,073       441,604
			                        --------       -------   ----------    ----------

Operating income            162,518        29,921      302,410       116,960
Other income-net              4,788         1,930        7,721         3,183
                     			   --------       -------   ----------    ----------

Income before income taxes  167,306        31,851      310,131       120,143
Income tax provision         61,737        15,506      112,990        46,377
                     			   --------       -------   ----------    ----------

Net income               $  105,569    $   16,345   $  197,141    $   73,766
                     			 ==========    ==========   ==========    ==========

 
Net income per common and                                       
   equivalent share:
	Primary                 $      .57    $      .09   $     1.07    $      .42
	Fully diluted           $      .56    $      .09   $     1.06    $      .42

Common and equivalent shares used 
	in computing per share amounts:
	Primary                    186,215       176,319      184,556       175,077
	Fully diluted              187,137       176,396      185,154       175,459

See notes to consolidated financial statements.



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

					                                          		 Six Months Ended
				                                           			   November 30,    
							                                              ------------
 						                                          1996             1995 
	                                     					      ----             ----
Cash flows from operating activities:
	Net income                                 $  197,141       $   73,766
	Adjustments to reconcile net income
	  to cash provided by operating
	  activities:               
	Depreciation and amortization                  70,503           39,602
	Deferred income taxes                          (3,426)           9,074
	Adjustment to conform fiscal year of
	  pooled entity                                 4,850           (3,048)
	Non-cash acquisition-related costs                 -            44,320
	Changes in assets and liabilities,
	  net of effects of acquisitions:             
		Trade receivables                           (102,488)         (98,674)
		Inventories                                    5,766          (22,741)
		Other current assets                         (25,779)          (7,485)
		Accounts payable                              56,439           12,238
		Accrued and other liabilities                 39,338           21,872
		Income taxes payable                          99,278            9,482
						                                      ----------       ----------

Net cash provided by operating activities      341,622           78,406
	                                   					   ----------       ----------

Cash flows from investing activities:
	Purchase of property and equipment           (118,154)         (87,073)
	Purchase of temporary cash investments       (211,257)        (113,804)
	Proceeds from temporary cash investments      103,214          147,701
	Other-net                                     (17,063)          (3,391)
                                   						   ----------       ----------

Net cash used for investing activities        (243,260)         (56,567)
                                   						   ----------       ----------

Cash flows from financing activities:
	Sale of stock                                  37,383           20,719
	Repayments of notes payable and capital
	  lease obligations                            (1,386)          (2,749)
	Other-net                                        (977)            (308)
                                   						   ----------       ----------

Net cash provided by financing activities       35,020           17,662
                                      			   ----------       ----------

Increase in cash and cash equivalents                 133,382           39,501
Cash and cash equivalents at beginning of period      216,759          159,908
                                          						   ----------       ----------

Cash and cash equivalents at end of period         $  350,141       $  199,409
                                          						   ==========       ==========

Non-cash operating, investing and financing activities:
	Tax benefit on stock option transactions          $   50,505       $   30,181
	Unrealized net gain on available-for-sale
	  securities                                      $    1,923       $   24,237

See notes to consolidated financial statements.


3Com Corporation
Notes to Consolidated Financial Statements

1.      Basis of Presentation

	On October 31, 1996, 3Com Corporation (the Company) 
acquired OnStream Networks, Inc. (OnStream) which was 
accounted for as a pooling-of-interests.  All financial 
data of the Company for the quarter ended August 31, 1996 
has been restated to include the financial information of 
OnStream in accordance with generally accepted accounting 
principles and pursuant to Regulation S-X.  Prior periods 
have not been restated as the impact was not significant 
to the Company's operations.

	The unaudited consolidated financial statements 
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 
November 30, 1996, and the results of operations and cash 
flows for the quarters and six months ended November 30, 
1996 and 1995.

	The results of operations for the quarter and six 
months ended November 30, 1996 may not necessarily be 
indicative of the results to be expected for the fiscal 
year ending May 31, 1997.

	These financial statements should be read in 
conjunction with the consolidated financial statements 
and related notes thereto included in the Company's 
Annual Report to shareholders and Form 10-K for the 
fiscal year ended May 31, 1996.

2.      Inventories consisted of (in thousands):

				                        November 30,         May 31,
				                            1996               1996   
                      			       ----               ----

	Finished goods               $136,371           $132,363
	Work-in-process                16,602             22,310
	Raw materials                  82,380             86,345
                     				     --------           --------

	Total                        $235,353           $241,018
                      			     ========           ========

3.      Net Income Per Share

	Net income 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.  The effect of the assumed conversion of the 
10.25% convertible subordinated notes was excluded from 
the computation as it was antidilutive for the periods 
presented.

4.      Business Combination

	On October 31, 1996, the Company acquired OnStream 
by issuing approximately 3.4 million shares of its common 
stock in exchange for all the outstanding stock of 
OnStream.  The Company also assumed and exchanged all 
options to purchase OnStream stock for options to 
purchase approximately 400,000 shares of the Company's 
common stock.  The acquisition was accounted for as a 
pooling-of-interests.  No significant adjustments were 
required to conform the accounting policies of the 
Company and OnStream.  Financial data of the Company has 
been restated for the quarter ended August 31, 1996 to 
include the historical financial information of OnStream 
for that period. As the historical operations of OnStream 
were not significant to any period presented, the 
Company's financial statements for prior years have not 
been restated.  The financial effect of the prior year's 
results of operations of OnStream has been accounted for 
as a $18.0 million charge against retained earnings in 
the first quarter of fiscal 1997.  Financial information
as of November 30, 1996 and for the 
quarter and six months then ended reflects the Company's 
and OnStream's operations for those periods.  OnStream is 
a provider of Asynchronous Transfer Mode (ATM) and 
broadband wide area network (WAN) and access products.

	The following table shows the effect on the results 
of operations as restated for the quarter ended August 
31, 1996.

						                         Quarter ended
						                         August 31,1996
						                         --------------
(In thousands)

		Sales:
			3Com                            $706,968
			OnStream                           3,172
                            							--------
			Combined                        $710,140
				                            			========

		Net income (loss):
			3Com                            $ 93,113
			OnStream                          (1,541)
                            							--------  
			Combined                        $ 91,572
						                            	========


As a result of the acquisition, the Company recorded 
acquisition-related charges, primarily transaction costs, 
totaling $6.6 million in the second quarter of fiscal 
1997.


5.      Litigation

	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 or 
financial position.  Pursuant to the contemplated 
settlement, which would be subject to the approval of the 
District Court, it is intended that all claims of all 
persons which are related to the subject matter of the 
Consolidated Complaint would be settled and released.



3Com Corporation

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

Acquisition

	During the second quarter of fiscal 1997, 3Com (the 
Company) extended its WAN product solutions for enterprise 
organizations, network service provider and Internet service 
provider markets with the acquisition of OnStream Networks, 
Inc. (OnStream), a provider of ATM and broadband WAN and 
access products.  The acquisition was completed on October 31, 
1996. The Company issued approximately 3.4 million shares of 
its common stock in exchange for all the outstanding stock of 
OnStream. The Company also assumed and exchanged all options 
to purchase OnStream stock for options to purchase 
approximately 400,000 shares of the Company's common stock.  
The acquisition was accounted for as a pooling-of-interests 
and financial data of the Company for the quarter ended August 
31, 1996 has been restated to include the financial 
information of OnStream for such periods.  See Note 4 of Notes 
to Consolidated Financial Statements for additional 
information on the Company's business combination.

Results of Operations

Quarters Ended November 30, 1996 and 1995

	The Company achieved record sales in the second quarter 
of fiscal 1997 totaling $820.3 million, an increase of $256.8 
million or 46 percent from the corresponding quarter a year 
ago.  Compared with the first quarter of fiscal 1997, sales 
for the second quarter of fiscal 1997 increased $110.2 million 
or 16 percent.

	The Company believes that the year-over-year increase in 
second quarter sales is due to several factors, including 
continued growth in the data networking market as the Internet, 
corporate Intranets, client server applications and remote 
access services stimulate customers to migrate to higher speed 
technologies such as Fast Ethernet and ATM, the growth in the 
PC market generated from a strong PC upgrade cycle, and the 
strength of the Company's product offerings at the edge of the 
network, including workgroup switches and hubs.  The Company 
also believes that the impact of a strong new product cycle in 
systems and adapter products, the continuous expansion of 
3Com's product offerings, and its ability to deliver complete 
data networking solutions for different connectivity 
environments contributed to the increase in second quarter 
sales over the same period a year ago.

	Sales of network systems products (i.e., internetworking 
platforms, remote access servers, hubs, switching products and 
customer service) in the second quarter of fiscal 1997 
increased 41 percent from the same quarter one year ago.  The 
increase was led primarily by the SuperStackTM II stackable 
systems, the ONcorer intelligent switching system, and the 
CELLplexTM ATM High-Function switching family.  Customer 
service revenue is included in network systems products (in 
previous years, this revenue was classified in the other 
product category), and accordingly, all sales composition and 
growth percentages reflect this reclassification. In the 
second quarter of fiscal 1997, network systems products 
represented 56 percent of total sales, compared to 58 percent 
in the year-ago quarter.

	Sales of network adapters in the second quarter of fiscal 
1997 increased 55 percent from the year-ago period.  The 
increase in network adapter sales represented a significant 
increase in unit volume partially offset by a decline in 
average selling prices.  The increase in sales was led 
primarily by the Fast EtherLinkr PCI adapters, the EtherLink 
III family of network adapters, and the EtherLink PC Card 
adapters.  In the second quarter of fiscal 1997, sales of 
network adapters represented 43 percent of total sales, 
compared to 40 percent in the year-ago quarter.

	Sales of other products represented one percent of total 
sales in the second quarter of fiscal 1997, compared with two 
percent of total sales in the second quarter of fiscal 1996, 
and is not significant to the Company's operations, as 
expected.

	International sales for the second quarter of fiscal 1997 
comprised 53 percent of total sales, and increased 41 percent 
over the same period a year ago.  International sales 
increased in all geographic regions, with especially strong 
growth in the Asia Pacific and Latin America regions.  The 
Company believes that the growth in international sales is due 
primarily to the Company's continued global expansion through 
the opening of new sales offices, and the expansion of its 
worldwide field sales, service and support programs.  Sales in 
the United States for the second quarter of fiscal 1997, 
comprised 47 percent of total sales, compared to 46 percent in 
the same period a year ago.  Sales growth in the United States 
was 51 percent when compared to the second quarter of fiscal 
1996.  The Company believes the sales growth in the United 
States can be attributed primarily to increased sales to large 
enterprises, and the enhancement of the Company's product 
portfolio.  The Company's operations were not significantly 
impacted by fluctuations in foreign currency exchange rates in 
the second quarters of fiscal 1997 and 1996.

	Cost of sales as a percentage of sales was 45.3 percent 
in the second quarter of fiscal 1997, compared to 47.3 percent 
for the second quarter of fiscal 1996.  The resulting 
improvement in gross margin in the second quarter of fiscal 
1997 primarily reflected an increased shipment mix of higher 
margin workgroup switching and stackable hub system products, 
and lower product material costs of certain adapter products.  
Factors causing the increase in gross margin were partially 
offset by a higher mix of certain lower margin adapter 
products and increased provisions for excess and obsolete 
inventories.

	Total operating expenses in the second quarter of fiscal 
1997 were $286.5 million, compared to $266.9 million, in the 
second quarter of fiscal 1996.  Excluding the acquisition-
related charge of $6.6 million for OnStream (see Note 4 of 
Notes to Consolidated Financial Statements), total operating 
expenses in the second quarter of fiscal 1997 were $279.9 
million or 34.1 percent of sales.  Excluding  the acquisition-
related charge of $69.0 million in connection with the 
acquisition of Chipcom Corporation (Chipcom), total operating 
expenses in the second quarter of fiscal 1996 were $197.9 
million, or 35.1 percent of sales.

	Sales and marketing expenses in the second quarter of 
fiscal 1997 increased $45.2 million or 38 percent compared to 
the second quarter of fiscal 1996.  As a percentage of sales, 
sales and marketing expenses decreased to 20.0 percent in the 
second quarter of fiscal 1997, from 21.1 percent in the 
corresponding fiscal 1996 period.  The decrease as a 
percentage of sales is due in part to gains in efficiency 
following assimilation of the separate sales, marketing and 
support organizations initially present as a result of the 
fiscal 1996 acquisition of Chipcom.  One of the Company's 
initiatives is to increase personnel in field sales, service 
and support organizations to further serve its customers and 
channel partners, which the Company anticipates may result in 
an increase in sales and marketing expense as a percentage of 
sales in future periods.

	Research and development expenses in the second quarter 
of fiscal 1997 increased $24.1 million or 43 percent from the 
year-ago period.  The increase in research and development 
expenses was primarily attributable to the cost of developing 
3Com's new products, primarily switching and network 
management, and the Company's expansion into new technologies 
and markets.  As a percentage of sales, research and 
development expenses decreased to 9.8 percent in the second 
quarter of fiscal 1997, from 10.0 percent in the same period a 
year ago.  The Company believes the timely introduction of new 
technologies and products is crucial to its success, and plans 
to continue to make acquisitions to accelerate time to market 
where appropriate.   Most of the in-process research and 
development projects acquired in connection with the Company's
business acquisitions have been completed.  The Company estimates that 
the remaining costs in connection with the completion of 
outstanding acquired research and development projects are not 
significant, and are primarily made up of labor costs for 
design, prototype development and testing.

	General and administrative expenses in the second quarter 
of fiscal 1997 increased $12.7 million or 55 percent from the 
same period a year ago.  The increase in general and 
administrative expenses reflected expansion of the Company's 
infrastructure and higher provisions for bad debts as a result 
of the increased volume of sales.  As a percentage of sales, 
such expenses increased to 4.3 percent in the second quarter 
of fiscal 1997 from 4.1 percent the same period a year ago.

	Other income (net) was $4.8 million in the second quarter 
of fiscal 1997, compared to $1.9 million in the second quarter 
of fiscal 1996.  The increase was due primarily to interest 
income, which increased due to larger cash and investment balances.

	The Company's effective income tax rate was 36.9 percent 
in the second quarter of fiscal 1997, compared to 48.7 percent 
in the second quarter of 1996. Excluding the merger costs 
associated with the OnStream acquisition, which were not tax 
deductible, the effective tax rate was 35.5 percent in the 
second quarter of fiscal 1997.  Excluding the merger costs 
associated with the Chipcom acquisition, which were not fully 
tax deductible, the effective tax rate was 35.0 percent in the 
second quarter of fiscal 1996.

	Net income for the second quarter of fiscal 1997 was 
$105.6 million, or $.56 per share, compared to net income of 
$16.3 million, or $.09 per share, for the second quarter of 
fiscal 1996.  Excluding the merger costs associated with the 
OnStream acquisition, net income was $112.2 million, or $.60 
per share for the quarter ended November 30, 1996.  Excluding 
the merger costs associated with the Chipcom acquisition, net 
income was $65.6 million, or $.37 per share for the quarter 
ended November 30, 1995.

Six Months Ended November 30, 1996 and 1995

	The Company achieved record sales for the first six 
months of fiscal 1997 totaling $1,530.4 million, an increase 
of $469.6 million or 44 percent from the corresponding period 
a year ago.  Sales of network systems products in the first 
six months of fiscal 1997 represented 58 percent of total 
sales and increased 40 percent from the same period one year 
ago.  Sales of network adapters in the first six months of 
fiscal 1997 represented 42 percent of total sales and 
increased 54 percent from the same period last year.  
International sales comprised 51 percent of total sales and 
increased 38 percent from the first six months of fiscal 1996, 
while sales in the United States increased 51 percent from the 
first six months of fiscal 1996.

	Cost of sales as a percentage of sales was 45.6 percent 
for the first six months of fiscal 1997, compared to 47.3 
percent for the corresponding fiscal 1996 period.  The 
resulting improvement in gross margin in the first six months 
of fiscal 1997 primarily reflected an increased shipment mix 
of higher margin workgroup switching and stackable hub system 
products, and lower product material costs of certain adapter 
products.  Factors causing the increase in gross margin were 
partially offset by a higher mix of certain lower margin 
adapter products and increased provisions for excess and 
obsolete inventories.

	Total operating expenses in the first six months of 
fiscal 1997 were $530.1 million compared to $441.6 million in 
the first six months of fiscal 1996.  Excluding the $6.6 
million charge associated with the OnStream acquisition, total 
operating expenses in the first six months of fiscal 1997 were 
$523.5 million, or 34.2 percent of sales.  Excluding the $69.0 
million charge associated with the Chipcom acquisition, total 
operating expenses in the first six months of fiscal 1996 were 
$372.6 million, or 35.1 percent of sales.  The increase in 
recurring operating expenses of $150.9 million, or 40 percent, 
reflected increased selling costs related to higher sales 
volume, the cost of developing and promoting the Company's 
products and an increase in personnel when compared to the 
corresponding period in fiscal 1996.

	In the first six months of fiscal 1997, sales and 
marketing expenses increased $85.6 million or 39 percent from 
the prior year and decreased to 20.0 percent of sales, 
compared to 20.8 percent of sales in fiscal 1996.  The 
decrease as a percentage of sales is due in part to gains in 
efficiency following assimilation of the separate sales, 
marketing and support organizations initially present as a 
result of the fiscal 1996 acquisition of Chipcom.  Research 
and development expenses increased $43.5 million in the first 
six months of fiscal 1997, but decreased as a percentage of 
sales to 9.9 percent compared to 10.1 percent in fiscal 1996.  
General and administrative expenses increased $21.8 million in 
the first six months of fiscal 1997, and increased as a 
percentage of sales to 4.3 percent compared to 4.1 percent in 
the first six months of fiscal 1996.

	Other income (net) was $7.7 million for the first six 
months of fiscal 1997, compared to $3.2 million in the 
corresponding period one year ago.  The increase in other 
income was due primarily to higher interest income, which 
increased due to larger cash and investment balances.

	The Company's effective income tax rate was approximately 
36.4 percent in the first six months of fiscal 1997 compared 
to approximately 38.6 percent in the first six months of 
fiscal 1996.  Excluding the merger costs associated with the 
OnStream acquisition, which were not tax deductible, the 
effective tax rate was 35.7 percent for the first six months 
of fiscal 1997.  Excluding the merger costs associated with 
the Chipcom acquisition, which were not fully tax deductible, 
the effective tax rate was 35.0 percent for the first six 
months of fiscal 1996.

	Net income for the first six months of fiscal 1997 was 
$197.1 million, or $1.06 per share, compared to net income of 
$73.8 million, or $.42 per share, for the first six months of 
fiscal 1996.  Excluding the aforementioned $6.6 million charge 
associated with the acquisition of OnStream, net income was 
$203.7 million, or $1.10 per share, for the first six months 
of fiscal 1997.  Excluding the merger costs associated with 
the acquisition of Chipcom, net income was $123.0 million, or 
$.70 per share, for the first six months of fiscal 1996.

Business Environment and Risk Factors

	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 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, 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 could result in aggressive pricing practices and growing 
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.

	The market for the Company's products is 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 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, 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, it could 
have an adverse impact on the Company's adapter business.

	A Company initiative is to increase the Company's direct 
sales force and other skilled personnel, such as system and 
development engineers.  Should the Company's growth rate 
continue at levels commensurate with historical trends, the 
Company will need to further expand the recruitment of 
qualified personnel.  Recruiting and retaining skilled 
personnel, especially in certain locations in which the 
Company operates, is highly competitive.  Unless the Company 
can successfully recruit such personnel, the Company's ability 
to achieve continued growth in sales and earnings may be 
adversely affected.

	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 during fiscal 1997 in 
expanding its sales, marketing, service, logistics and 
manufacturing operations worldwide.  The Company's ability to 
achieve continued sales and earnings growth may be adversely 
affected unless the Company can successfully and timely 
implement several projects, including the continued expansion 
of the Company's direct sales force and the establishment of a 
new manufacturing and distribution facility in the Asia 
Pacific region.

	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.

	The Company has recently consummated the acquisition of 
OnStream and has completed several other acquisitions in 
recent years.  There can be no assurance that products, 
technologies, distribution channels, key personnel and 
businesses of 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 such acquisitions and the 
requirements of coordinating geographically separated 
organizations.  There can be no assurance that any acquired 
products, technologies or businesses will contribute at 
anticipated levels to the Company's sales or earnings, 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 of 
the Company.  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 
acquisition cost of 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 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.

	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 
November 30, 1996 were $742.4 million, increasing $243.0 
million from May 31, 1996.

	For the six months ended November 30, 1996, net cash 
generated from operating activities was $341.6 million. Trade 
receivables at November 30, 1996 increased $103.8 million from 
May 31, 1996.  Days sales outstanding in receivables was 51 
days at November 30, 1996, compared to 49 days at May 31, 
1996.  Inventory levels at November 30, 1996 decreased $5.7 
million from the prior fiscal year-end.  Inventory turnover 
increased to 6.4 turns at November 30, 1996, compared to 5.4 
turns at May 31, 1996.  

	During the six months ended November 30, 1996, the 
Company made approximately $118.2 million in capital 
expenditures.  Major capital expenditures included a purchase 
of land in Santa Clara, California, upgrades and additions to 
product manufacturing lines and facilities in Ireland, 
purchases and upgrades of desktop systems, and the continuing 
development of the Company's worldwide information systems.

	During the first six months of fiscal 1997, the Company 
received cash of $37.4 million from the sale of its common 
stock to employees through its employee stock purchase and 
option plans.  In the second quarter of fiscal 1997, the 
Company's board of directors voted to rescind the Company's 
previously announced share repurchase program, as a result of 
uncertainties regarding the SEC's Interpretation of Staff 
Accounting Bulletin No. 96 (SAB 96).  SAB 96 raises the 
possibility that under certain circumstances, companies which 
have announced share repurchase programs will not have the 
flexibility to employ the pooling-of-interests method when 
making acquisitions.

	During the second quarter of fiscal 1997, 3Com 
Technologies, a wholly-owned subsidiary of the Company, signed 
a lease for 7 acres of land in Changi, Republic of Singapore.  
The Company began construction of 325,000 square feet of 
office and manufacturing space in December of 1996, and plans 
to occupy the manufacturing facility in the third quarter of 
fiscal 1998.

	During the second quarter of fiscal 1997, the Company 
purchased a 14.25 acre parcel of land and signed a two-year 
lease for a 57.75 acre parcel of adjacent land near its 
existing headquarters in Santa Clara.  The lease arrangement 
provides the Company with an option to purchase the related 
property or at the end of the lease arrange for the sale of 
the property to a third party with a maximum obligation of the 
Company of up to $42.1 million to the seller of the property.  
The Company plans to enter into a building lease and begin 
construction of a research and development campus in July 
1997, and expects to commence occupancy and begin lease 
payments in the second quarter of fiscal 1999.

	During the second quarter of 1997, the Company signed a 
new lease for 495,000 square feet of office and manufacturing 
space on its Santa Clara headquarters, which were initially 
occupied in the first quarter of fiscal 1991.  The new lease 
term extends through November, 2001, with the option to extend 
for up to two 5-year terms.  This arrangement also provides 
the Company with an option to purchase the related property or 
at the end of the lease arrange for the sale of the property 
to a third party with a maximum obligation of the Company of 
up to $63.6 million to the seller of the property.

	The Company leases and occupies 225,000 square feet of 
office and manufacturing space adjacent to its existing 
headquarters in Santa Clara (Phase I).  The Company amended 
this lease agreement on February 1, 1996 to add 150,000 square 
feet of office and manufacturing space and a parking garage 
(Phase II) to be built on adjacent land.  The amended lease 
expires in five years and provides the Company with an option 
to purchase both Phase I and II properties, or at the end of 
the lease arrange for the sale of the properties to a third 
party with a maximum obligation of the Company of up to $57.8 
million to the seller of the properties.  The Company 
anticipates that it will commence occupancy of and begin lease 
payments on a significant portion of the Phase II property in 
the fourth quarter of fiscal 1997.

	The three aforementioned leases require the Company to 
maintain specified financial covenants, all of which the 
Company was in compliance with as of November 30, 1996.

	As of November 30, 1996, the Company had outstanding 
approximately $47 million in commitments primarily associated 
with the purchase of land, construction and expansion of 
office and manufacturing space in Singapore, Ireland and 
Israel.

	The Company had a $40 million revolving bank credit 
agreement which expired December 31, 1996. In December 1996, 
the Company renegotiated the revolving bank credit agreement, 
which now provides for borrowings of up to $100 million, and 
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 
November 30, 1996, no amount was outstanding under the credit 
agreement and the Company was in compliance with all required 
covenants.

	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.


PART II.      OTHER INFORMATION

Item 1. Legal Proceedings

	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 or 
financial position.  Pursuant to the contemplated 
settlement, which would be subject to the approval of the 
District Court, it is intended that all claims of all 
persons which are related to the subject matter of the 
Consolidated Complaint would be settled and released.

Item 2. Changes in Securities

		On September 26, 1996, the shareholders 
approved the amendment of the Articles of Incorporation 
to designate a par value of $.01 for each share of Common 
stock.

Item 3. Defaults Upon Senior Securities

		None.

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

		(a)     The Annual Meeting of 
Shareholders was held on September 26, 1996.

		(b)     Each of the persons named in the 
Proxy Statement as a nominee for director was 
elected and the proposals listed below were 
approved.  The following are the voting results 
on each of the proposals:

	    Proposal I
	    ----------
	Election of Directors     In Favor        Withheld
	---------------------     --------        --------
	James L. Barksdale       147,202,309      1,493,215
	Eric A. Benhamou         147,209,801      1,485,723
	Gordon A. Campbell       147,193,365      1,502,159
	Philip C. Kantz          147,193,377      1,502,147

	
	    Proposal II
	    -----------
	    To establish a par value of $.01 per
	    share for the Company's Common Stock
	    
				  In Favor     Opposed  Abstain   No Vote
				  --------     -------  -------   -------
				 147,087,983   148,160  323,956  1,135,425


	    Proposal III
	    ------------
	    1983 Stock Option Plan limiting the
	    number of shares that may be granted
	    to any employee in any fiscal year.
	
				 139,214,018 7,990,989  355,092  1,135,425


	    Proposal IV
	    -----------
	    Ratification of appointment of 
	    Deloitte & Touche LLP as the 
	    Company's independent auditors for 
	    fiscal 1997.
				 148,383,399    95,243  216,882       --

		
Item 5. Other Information

		None.

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

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

	3.1     Amended and Restated Articles of 
Incorporation (Exhibit 19.1 to Form 10-Q) 
(6)
	3.2     Certificate of Amendment of the 
Amended and Restated Articles of 
Incorporation (Exhibit 3.2 to Form 10-K) 
(15)
	3.3     Bylaws, as amended and restated 
(Exhibit 4.2 to Form S-8) (10)
	3.4     Certificate of Amendment of the 
Amended and Restated Articles of 
Incorporation (Exhibit 4.1 to Form S-8) 
(23)
	3.5     Certificate of Amendment of the 
Amended and Restated Articles of 
Incorporation, dated October 4, 1996, as 
filed on October 9, 1996
	4.1     Reference is made to Exhibit 3.1 
(Exhibit 4.1 to Form 10-K) (15)
	4.2     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) 
(18)
	4.3     Placement Agreement for the 
private placement of convertible 
subordinated notes dated November 8, 1994 
(Exhibit 5.1 to Form 8-K) (18) 
	4.4     Amended and Restated Rights 
Agreement dated December 31, 1994 (Exhibit 
10.27 to Form 10-Q) (19)
	10.1    1983 Stock Option Plan, as 
amended (Exhibit 10.1 to Form 10-K) (7)*
	10.2    Amended and Restated Incentive 
Stock Option Plan (4)*
	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) (8)*
	10.5    Second Amended and Restated 1984 
Employee Stock Purchase Plan (Exhibit 10.5 
to Form 10-Q)(24)*
	10.6    License Agreement dated as of 
June 1, 1986 (Exhibit 10.16 to Form 10-K) 
(3)
	10.7    3Com Corporation Director Stock 
Option Plan, as amended (Exhibit 19.3 to 
Form 10-Q) (8)*
	10.8    Amended 3Com Corporation 
Director Stock Option Plan (Exhibit 10.8 
to Form 10-Q)(24)*
	10.9    Bridge Communications, Inc. 1983 
Stock Option Plan, as amended (Exhibit 4.7 
to Form S-8) (2)*
	10.10   3Com Headquarters Lease 
dated December 1, 1988, as amended 
(Exhibit 10.14 to Form 10-K) (7)
	10.11   Ground Lease dated July 5, 
1989 (Exhibit 10.19 to Form 10-K) (5)
	10.12   Sublease Agreement dated 
February 9, 1989 (Exhibit 10.20 to Form 
10-K) (5)
	10.13   Credit Agreement dated 
April 21, 1993 (Exhibit 10.11 to Form 10-
K) (9)
	10.14   Amendment to Credit 
Agreement (Exhibit 10.20 to Form 10-Q) 
(14)
	10.15   Second Amendment to Credit 
Agreement (Exhibit 10.21 to Form 10-Q) 
(14)
	10.16   3Com Corporation Restricted 
Stock Plan dated July 9, 1991 (Exhibit 
19.2 to Form 10-Q) (8)*
	10.17   Amended 3Com Corporation 
Restricted Stock Plan (Exhibit 10.17 to 
Form 10-Q)(24)*
	10.18   Form of Escrow and 
Indemnification Agreement for Directors 
and Officers (Exhibit 10.15 to Form 10-Q) 
(11)
	10.19   Agreement and Plan of 
Reorganization dated December 16, 1993 
among 3Com Corporation, 3Sub Corporation 
and Synernetics, Inc. (Exhibit 7.1 to Form 
8-K) (12)
	10.20   Side Agreement Regarding 
Agreement and Plan of Reorganization dated 
January 14, 1993 among 3Com Corporation, 
3Sub Corporation and Synernetics, Inc. 
(Exhibit 7.2 to Form 8-K) (12)
	10.21   Agreement and Plan of 
Reorganization dated January 18, 1994 
(Exhibit 7.2 to Form 8-K) (13)
	10.22   Indemnification and Escrow 
Agreement dated February 2, 1994 (Exhibit 
7.3 to Form 8-K) (13)
	10.23   1994 Stock Option Plan 
(Exhibit 10.22 to Form 10-K) (15)*
	10.24   Lease Agreement between BNP 
Leasing Corporation, as Landlord, and 3Com 
Corporation, as Tenant, effective as of 
July 14, 1994 (Exhibit 10.23 to Form 10-Q) 
(16)
	10.25   Second amendment to Lease 
Agreement between BNP Leasing Corporation, 
as Landlord, and 3Com Corporation, as 
Tenant, dated February 1, 1996 (25)
	10.26   Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, dated July 14, 1994 (Exhibit 
10.24 to Form 10-Q) (16)
	10.27   First amendment to Purchase 
Agreement between BNP Leasing Corporation 
and 3Com Corporation, dated February 1, 
1996 (27)
	10.28   Asset Purchase Agreement 
dated September 18, 1994 among 3Com 
Corporation, NiceCom, Ltd., and Nice 
Systems, Ltd. (Exhibit 7.1 to Form 8-K) 
(17)
	10.29   First Amendment to Asset 
Purchase Agreement dated October 17, 1994 
among 3Com Corporation, NiceCom, Ltd., and 
Nice Systems, Ltd. (Exhibit 7.2 to Form 8-
K) (17)
	10.30   Acquisition and Exchange 
Agreement dated March 22, 1995 among 3Com 
Corporation and Shareholders of Sonix 
Communications Limited (Exhibit 7.1 to 
Form 8-K) (20)
	10.31   Agreement and Plan of 
Reorganization, dated March 21, 1995, by 
and among 3Com Corporation, Anuinui 
Acquisition Corporation and Primary Access 
Corporation (Appendix A to prospectus 
included in Form S-4) (21) 
	10.32   Amendment to Agreement and 
Plan of Reorganization, dated May 30, 1995 
by and among 3Com Corporation, Anuinui 
Acquisition Corporation and Primary Access 
Corporation (Appendix A-1 to prospectus 
included in Form S-4) (21)
	10.33   Escrow Agreement, dated 
June 9, 1995 by and among 3Com 
Corporation, The First National Bank of 
Boston and Tench Coxe, Kathryn C. Gould 
and William R. Stensrud as Shareholders' 
Agents (Exhibit 10.27 to Form S-4) (21)
	10.34   Agreement and Plan of 
Merger dated as of July 26, 1995 among 
3Com Corporation, Chipcom Acquisition 
Corporation and Chipcom Corporation 
(Exhibit 2.1 to Form S-4) (22)
	10.35   Lease Agreement between BNP 
Leasing Corporation, as Landlord, and 3Com 
Corporation, as Tenant, effective as of 
October 4, 1996
	10.36   Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, effective as of October 4, 
1996
	10.37   Lease Agreement between BNP 
Leasing Corporation, as Landlord, and 3Com 
Corporation, as Tenant, effective as of 
November 20, 1996
	10.38   Purchase Agreement between 
BNP Leasing Corporation and 3Com 
Corporation, effective as of November 20, 
1996


	*       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 the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Registration Statement on 
Form S-8 filed October 13, 1987 (File No. 
33-17848)
	(3)     Incorporated by reference to the 
corresponding Exhibit or the Exhibit 
identified in parentheses previously filed 
as an Exhibit to Registrant's Form 10-K 
filed August 29, 1987 (File No. 0-12867) 
	(4)     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)
	(5)     Incorporated by reference to the 
corresponding Exhibit or the Exhibit 
identified in parentheses previously filed 
as an Exhibit to Registrant's Form 10-K 
filed on August 28, 1989 (File No. 0-
12867)
	(6)     Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 10-Q filed on January 2, 
1991 (File No. 0-12867)
	(7)     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)
	(8)     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)
	(9)     Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 10-K filed on August 27, 
1993 (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-8, filed on November 24, 1993 (File 
No. 33-72158)
	(11)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 10-Q filed on January 
14, 1994 (File No. 0-12867)
	(12)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 8-K filed on January 31, 
1994 (File No. 0-12867)
	(13)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 8-K filed on February 
11, 1994 (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 April 13, 
1994 (File No. 0-12867)
	(15)    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) 
	(16)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 10-Q filed on October 
16, 1994 (File No. 0-12867)
	(17)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 8-K filed on November 1, 
1994 (File No. 0-12867)
	(18)    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)
	(19)    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)
	(20)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Form 8-K filed on May 16, 
1995 (File No. 0-12867)
	(21)    Incorporated by reference to the 
Exhibit or other item identified in 
parentheses previously filed as an Exhibit 
to or included in Registrant's 
Registration Statement on Form S-4, 
originally filed on March 23, 1995 (File 
No. 33-58203)
	(22)    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 August 31, 
1995 (File No. 33-62297)
	(23)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Registration Statement on 
Form S-8, filed on October 19, 1995 (File 
No. 33-63547)
	(24)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Registration Statement on 
Form 10-Q, filed on January 15, 1996 (File 
No. 0-12867)
	(25)    Incorporated by reference to the 
Exhibit identified in parentheses 
previously filed as an Exhibit to 
Registrant's Registration Statement on 
Form 10-Q, filed on April 12, 1996 (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 November 13, 1996, reporting 
under Item 2 the completion of the 
acquisition of OnStream Networks, Inc. 
effective October 31, 1996.



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