______________________________________________________________________

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



                                 FORM 10-Q



      Quarterly report pursuant to Section 13 or 15(d) of the Securities
                           Exchange Act of 1934


For the Quarterly Period Ended February 26, 1999   Commission File No. 0-12867

                                    or

            Transition report pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

         For the transition period from                to  
                               ____________  

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

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

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


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

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

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

As of March 26, 1999, 361,875,595 shares of the Registrant's Common 
Stock were outstanding.

______________________________________________________________________


                             3Com Corporation

                             Table of Contents



PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

            Condensed Consolidated Statements of Operations
            Three and Nine Months Ended February 26, 1999 and March 1, 1998

            Condensed Consolidated Balance Sheets
            February 26, 1999 and May 31, 1998      

            Condensed Consolidated Statements of Cash Flows
            Nine Months Ended February 26, 1999 and March 1, 1998   

            Notes to Condensed Consolidated Financial Statements    

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk    

	
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings       

Item 2.   Changes in Securities   

Item 3.   Defaults Upon Senior Securities and Use of Proceeds

Item 4.   Submission of Matters to a Vote of Security Holders
        
Item 5.   Other Information      

Item 6.   Exhibits and Reports on Form 8-K       


Signatures             


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






                      PART I.   FINANCIAL INFORMATION

Item 1.	Financial Statements

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

                             Three Months Ended         Nine Months Ended
                           -----------------------   -----------------------
                           February 26,   March 1,   February 26,   March 1,  
                               1999        1998        1999         1998
                               ----        ----        ----         ----

Sales                      $1,410,529   $1,250,191   $4,356,577   $4,044,896

Cost of sales                 743,019      707,188    2,336,297    2,183,961
                           ----------   ----------   ----------   ----------

Gross margin                  667,510      543,003    2,020,280    1,860,935
                           ----------   ----------   ----------   ----------

Operating expenses:
  Sales and marketing         324,711      315,174      949,982      955,886
  Research and development    162,114      144,237      468,706      432,013
  General and administrative   69,157       67,775      193,151      201,905
  Purchased in-process
    technology                  7,115           -         7,115           -
  Merger-related charges
    (credits)and other         (7,315)      (9,926)     (16,895)     258,632
                           ----------   ----------   ----------   ----------
      Total operating
        expenses              555,782      517,260    1,602,059    1,848,436
                           ----------   ----------   ----------   ----------

Operating income              111,728       25,743      418,221       12,499
Interest and other income 
  (expense), net               18,100       (4,423)      40,019        6,175
                           ----------   ----------   ----------   ----------

Income before income taxes    129,828       21,320      458,240       18,674
Income tax provision           40,247        7,462      142,055       52,028
Equity interest in loss of 
  consolidated joint venture     (156)          -          (156)          -
                           ----------   ----------   ----------   ----------

Net income (loss)          $   89,737   $   13,858   $  316,341   $  (33,354)
                           ==========   ==========   ==========   ==========

Net income (loss) per share:
  Basic                    $     0.25   $     0.04   $     0.88   $    (0.10)
  Diluted                  $     0.24   $     0.04   $     0.86   $    (0.10)

Shares used in computing
  per share amounts:
  Basic                       361,766      354,766      359,534      349,028 
  Diluted                     374,699      366,116      369,777      349,028

					

See Notes to Condensed Consolidated Financial Statements.






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


                                                     February 26,    May 31,
                                                         1999         1998
                                                         ----         ----
                                                     (Unaudited) 
ASSETS
Current assets:
  Cash and equivalents                               $  981,520   $  528,981
  Short-term investments                                742,726      547,097
  Accounts receivable, net                              981,017      849,640
  Inventories, net                                      409,216      644,771
  Deferred income taxes                                 368,738      430,182
  Other                                                  99,420      134,001
                                                     ----------   ----------
    Total current assets                              3,582,637    3,134,672

Property and equipment, net                             837,316      858,779
Other long-term assets                                  144,412       87,069
                                                     ----------   ----------

    Total assets                                     $4,564,365   $4,080,520
                                                     ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                   $  366,009   $  332,992
  Accrued liabilities and other                         670,462      673,311
  Income taxes payable                                  171,645      177,612
                                                     ----------   ----------
    Total current liabilities                         1,208,116    1,183,915

Long-term debt                                           30,442       35,878
Deferred income taxes and other long-term obligations    59,515       53,232

Equity interest in consolidated joint venture             5,093           -

Stockholders' equity:
  Common stock, $.01 par value, 990,000 shares 
    authorized; shares issued:  February 26, 1999,
    365,838; May 31, 1998, 358,870                    1,934,004    1,730,676
  Unamortized restricted stock grants                    (5,185)      (4,157)
  Retained earnings                                   1,334,322    1,079,775
  Unrealized gain (loss) on investments, net               (946)         827
  Accumulated translation adjustments                      (996)         374
                                                     ----------   ----------
    Total stockholders' equity                        3,261,199    2,807,495
                                                     ----------   ----------

    Total liabilities and stockholders' equity       $4,564,365   $4,080,520
                                                     ==========   ==========


See Notes to Condensed Consolidated Financial Statements.






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

                                                        Nine Months Ended
                                                     ----------------------
                                                     February 26,  March 1,
                                                         1999        1998
                                                         ----        ----
	
Cash flows from operating activities:
  Net income (loss)                                  $  316,341   $  (33,354)
  Adjustments to reconcile net income (loss) to net
      cash provided by operating activities:   
    Depreciation and amortization                       201,359      198,112
    Deferred income taxes                                62,155      (25,750)
    Adjustment to conform fiscal year of
      pooled entity-U.S. Robotics                            -        15,052
    Purchased in-process technology                       7,115           -
    Merger-related charges (credits) and other          (16,895)     258,632
    Equity interest in loss of consolidated
      joint venture                                        (156)          -
    Changes in assets and liabilities,
        net of effects of acquisitions:
      Accounts receivable                              (128,483)     107,125
      Inventories                                       231,846     (318,320)
      Other current assets                               30,040      (70,673) 
      Accounts payable                                   30,192       97,976   
      Accrued liabilities and other                       7,258      112,221 
      Income taxes payable                               71,534       28,342
                                                     ----------   ----------

Net cash provided by operating activities               812,306      369,363
                                                     ----------   ----------

Cash flows from investing activities:
  Purchase of short-term investments                   (419,336)    (276,556) 
  Proceeds from short-term investments                  216,422      295,735
  Purchase of property and equipment                   (186,542)    (324,426)
  Proceeds from sale of property and equipment           29,347           -
  Businesses acquired in purchase transactions, 
    net of cash acquired                                (39,213)          -   
  Other, net                                            (16,594)     (19,476)
                                                     ----------   ----------

Net cash used for investing activities                 (415,916)    (324,723)
                                                     ----------   ----------

Cash flows from financing activities:
  Issuance of common stock                              189,923      241,401
  Repurchase of common stock                           (130,398)          -    
  Repayments of short-term debt, notes payable     
    and capital lease obligations                            -      (168,066)
  Repayments of long-term borrowings                    (12,000)    (122,880)
  Net proceeds from issuance of debt                      7,723       33,300
  Other, net                                                901        6,396
                                                     ----------   ----------
Net cash provided by (used for) financing activities     56,149       (9,849)
                                                     ----------   ----------
        
Increase in cash and equivalents                        452,539       34,791
Cash and equivalents, beginning of period               528,981      351,237
                                                     ----------   ----------
Cash and equivalents, end of period                  $  981,520   $  386,028
                                                     ==========   ==========


See Notes to Condensed Consolidated Financial Statements.






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


1.	Basis of Presentation

The unaudited condensed consolidated financial statements 
have been prepared by 3Com Corporation (the Company) and include 
the accounts of the Company and its wholly-owned and consolidated 
subsidiaries.  All significant intercompany balances and 
transactions have been eliminated.  In the opinion of management, 
these unaudited condensed consolidated financial statements 
include all adjustments necessary for a fair presentation of the 
Company's financial position as of February 26, 1999, and the 
results of operations for the three and nine months ended 
February 26, 1999 and March 1, 1998 and cash flows for the nine 
months ended February 26, 1999 and March 1, 1998.

On June 1, 1998, the Company adopted a 52-53 week fiscal 
year ending on the Friday nearest to May 31, which for fiscal 
1999 will be May 28, 1999.  Previously, the Company operated on a 
52-53 week fiscal year ending on the Sunday nearest to May 31.  
This change did not have a significant effect on the Company's 
condensed consolidated financial statements for the three and 
nine months ended February 26, 1999 as compared to the three and 
nine months ended March 1, 1998.  The results of operations for 
the three and nine months ended February 26, 1999 may not 
necessarily be indicative of the results to be expected for the 
fiscal year ending May 28, 1999.  These condensed consolidated 
financial statements should be read in conjunction with the 
consolidated financial statements and related notes thereto 
included in the Company's Annual Report on Form 10-K for the 
fiscal year ended May 31, 1998.


2.      Merger-Related Charges (Credits) and Other

On June 12, 1997, the Company completed a merger with U.S. 
Robotics Corporation (U.S. Robotics), which was accounted for as 
a pooling-of-interests.  Through February 26, 1999, the Company 
has recorded aggregate merger-related charges of $244.4 million, 
which included approximately $200.6 million of integration 
expenses and $43.8 million of direct transaction costs 
(consisting primarily of investment banking and other 
professional fees).  Integration expenses included:

- $39.5 million related to the closure and elimination of 
  owned and leased facilities, primarily duplicate corporate 
  headquarters, distribution sites and sales offices;
- $58.4 million for severance and outplacement costs related 
  to the merger, including amounts related to termination 
  benefits associated with employment agreements.  Employee 
  groups impacted by the merger included personnel involved in 
  duplicate corporate services, manufacturing and logistics, 
  product organizations and sales;
- $37.9 million associated with certain long-term assets, 
  primarily including duplicate finance, manufacturing, human 
  resource and other management information systems, and 
  capitalized purchased research and development costs related 
  to a discontinued product; and
- $64.8 million primarily associated with the elimination and 
  phase-out of duplicate wide area networking products (i.e., 
  3Com's AccessBuilder(Registered Trademark) 2000, 4000, 5000 and
  8000 products and U.S. Robotics(Registered Trademark) TOTALswitch,
  ATM switch, LANLinker and related small office, home office products),
  and the discontinuance of U.S. Robotics' telephony products.  The
  charge primarily included inventory write-offs, costs related to
  return of discontinued products, and noncancelable purchase
  commitments.

During the third quarter of fiscal 1999, the Company recorded 
adjustments to previously recorded merger and restructuring 
charges, which totaled a net credit of $7.3 million.  This net 
amount reflects a $7.6 million reduction in the estimated costs 
for duplicate facilities, a $2.4 million gain on the sale of 
excess real estate realized in the third quarter, a $2.1 million 
charge reflecting a change in the estimated net realizable value  
of a closed manufacturing plant in Chicago, and a charge of $0.6
million for costs associated with employment agreements.

The remaining U.S. Robotics merger-related accrual at 
February 26, 1999 was approximately $13.0 million.  Remaining 
cash expenditures relating to the U.S. Robotics merger charge are 
estimated to be approximately $4.0 million.


3.      Business Combinations and Joint Venture

During the third quarter of fiscal 1999, the Company completed 
the following transactions:

- Acquired certain assets of ICS Networking, Inc. (ICS), a 
  wholly-owned subsidiary of Integrated Circuit Systems, Inc.  
  The Company purchased customer-owned tooling (COT) technology 
  and other intellectual property for approximately $16.1 
  million in cash.  Approximately $5.0 million of the total 
  purchase price represented purchased in-process technology 
  that had not yet reached technological feasibility, had no 
  alternative future use and was charged to the Company's 
  operations in the third quarter of fiscal 1999.
- Acquired Smartcode Technologie (Smartcode), a provider of 
  wireless data communications and Internet access software 
  technology, based in France.  The transaction, valued at $17.4 
  million, included cash for all outstanding shares and was 
  accounted for as a purchase. Approximately $2.1 million of the 
  total purchase price represented purchased in-process 
  technology that had not yet reached technological feasibility, 
  had no alternative future use and was charged to the Company's 
  operations in the third quarter of fiscal 1999.
- Entered into a joint venture agreement with a Taiwanese 
  networking company.  The Company contributed approximately 
  $5.3 million in cash for a 44 percent interest in the joint 
  venture.  Under the terms of the joint venture agreement, the 
  Company has certain rights to increase its ownership of the 
  joint venture.  The financial statements of the joint venture 
  have been consolidated since the date of the investment.

During the second quarter of fiscal 1999, the Company 
acquired EuPhonics, Inc. (EuPhonics), a developer of DSP-based 
audio software that drives integrated circuits, sound cards, 
consumer electronics, and other hardware.  The transaction, 
valued at $8.3 million and accounted for as a purchase, included 
cash for all outstanding shares and the exchange of EuPhonics 
stock options for 3Com stock options.  The charge for purchased 
in-process technology associated with the acquisition was not 
material, and was included in research and development expenses 
in the second quarter of fiscal 1999.


4.	Comprehensive Income (Loss)

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

                             Three Months Ended         Nine Months Ended
                           -----------------------   -----------------------
                           February 26,   March 1,   February 26,   March 1, 
                              1999         1998         1999         1998
                              ----         ----         ----         ----

Net income (loss)          $   89,737   $   13,858   $  316,341   $  (33,354) 
Other comprehensive gain
  (loss):
Unrealized gain (loss) on 
  investments, net             (2,656)       1,009       (1,773)        (775) 
Accumulated translation 
  adjustments                     923        1,497       (1,370)       2,291
                           ----------   ----------   ----------   ----------
Total comprehensive income
  (loss)                   $   88,004   $   16,364   $  313,198   $  (31,838)
                           ==========   ==========   ==========   ==========


5.	Net Income (Loss) Per Share

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

                             Three Months Ended         Nine Months Ended
                           -----------------------   -----------------------
                           February 26,   March 1,   February 26,   March 1, 
                              1999         1998         1999         1998
                              ----         ----         ----         ----

Net income (loss)          $   89,737   $   13,858   $  316,341   $  (33,354)
                           ==========   ==========   ==========   ==========
Weighted average shares-
  Basic                       361,766      354,766      359,534      349,028 
Effect of dilutive securities:
  Employee stock options       12,732       11,157       10,041           - 
  Restricted stock                201          193          202           - 
Weighted average shares-
  Diluted                     374,699      366,116      369,777      349,028
                           ==========   ==========   ==========   ==========

Net income (loss) per
  share-Basic              $     0.25   $     0.04   $     0.88   $    (0.10)
Net income (loss) per
  share-Diluted            $     0.24   $     0.04   $     0.86   $    (0.10)

Dilutive securities are excluded from the calculation of diluted
earnings per share, as they were antidilutive for the nine months
ended March 1, 1998.


6.	Inventories

Inventories, net consisted of (in thousands):

                                                     February 26,   May 31,
                                                        1999         1998
                                                        ----         ----
Finished goods                                       $  272,208   $  457,726
Work-in-process                                          52,104       51,510
Raw materials                                            84,904      135,535
                                                     ----------   ----------
    Total                                            $  409,216   $  644,771
                                                     ==========   ==========

7.      Subsequent Events

During the third quarter of fiscal 1999, the Company 
announced a definitive agreement to acquire NBX Corporation 
(NBX), a developer of network-based telephony systems that 
integrate voice and data communications over small business LANs 
and WANs.  The transaction was completed on March 5, 1999 and was 
valued at approximately $90 million in cash and assumed stock 
options.  The acquisition will be accounted for as a purchase in 
the Company's fiscal fourth quarter results.

In the fourth quarter of fiscal 1999, the Board of Directors 
authorized the repurchase of up to 10 million shares of the 
Company's common stock.  Such purchases will be made in the open 
market from time to time.


8.	Litigation

The Company is a party to lawsuits in the normal course of 
its business.  Litigation in general, and intellectual property 
and securities litigation in particular, can be expensive and 
disruptive to normal business operations. Moreover, the results 
of complex legal proceedings are difficult to predict.  The 
Company believes that it has defenses in each of the cases set 
forth below and is vigorously contesting each of these matters.  
An unfavorable resolution of one or more of the following 
lawsuits could have a material adverse affect on the business, 
results of operations or financial condition of the Company.

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

On February 10, 1998, a putative securities class action, 
captioned Euredjian v. 3Com Corporation, et al., Civil Action No. 
C-98-00508CRB (Euredjian), was filed against 3Com and several of 
its present and former officers and directors in United States 
District Court for the Northern District of California asserting 
the same class period and factual allegations as the Hirsch and 
Kravitz actions.  The complaint alleges violations of the federal 
securities laws, specifically Sections 10(b) and 20(a) of the 
Securities Exchange Act of 1934, and seeks unspecified damages.  
On March 1, 1999, the Court dismissed the complaint.  The Court 
granted leave for plaintiffs to file an amended complaint.

In December 1997, a putative securities class action, captioned 
Reiver v. 3Com Corporation, et al., Civil Action No. C-97-21083JW 
(Reiver), was filed in the United States District Court for the 
Northern District of California.  Several similar actions have 
been consolidated into this action, including Florida State Board 
of Administration and Teachers Retirement System of Louisiana v. 
3Com Corporation, et al., Civil Action No. C-98-1355.  On August 
17, 1998, plaintiffs filed a consolidated amended complaint which 
alleges violations of the federal securities laws, specifically 
Sections 10(b) and 20(a) of the Securities and Exchange Act of 
1934, and which seeks unspecified damages on behalf of a 
purported class of purchasers of 3Com common stock during the 
period from April 23, 1997 through November 5, 1997.  The Company 
has filed a motion to dismiss the complaint. 

In October 1998, a putative securities class action lawsuit, 
captioned Adler v. 3Com Corporation, et al., Civil Action No. 
CV777368 (Adler), was filed against the Company and certain of 
its officers and directors in the California Superior Court, 
Santa Clara County, asserting the same class period and factual 
allegations as the Reiver action.  The complaint alleges 
violations of Sections 25400 and 25500 of the California 
Corporations Code and seeks unspecified damages.  The Company 
plans to file a motion to dismiss this action.

In January 1998, two purported shareholder complaints relating to 
the Company's June 1997 merger with U.S. Robotics, captioned 
Stanley Grossman v. 3Com Corporation, et al., Civil Action No. 
CV771335, and Jason v. 3Com Corporation, et al., Civil Action No. 
CV771713, were filed in California Superior Court, Santa Clara 
County.  The actions allege that 3Com, several of its officers 
and directors, and several former U.S. Robotics officers violated 
Sections 11 and 15 of the Securities Act of 1933 by making 
alleged misrepresentations and omissions in a May 8, 1997 
registration statement.  The complaints seek damages in an 
unspecified amount on behalf of a purported class of persons who 
received the Company's stock during the merger pursuant to the 
registration statement.  On September 25, 1998, the Delaware 
Chancery Court issued an injunction preventing plaintiffs from 
proceeding with these actions, finding that plaintiffs' claims 
are barred by a settlement in a prior action.  On March 15, 1999, 
the Delaware Chancery Court issued an order denying a motion by 
plaintiffs to set aside the settlement in the prior action.

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

In October 1998, two shareholder derivative actions 
purportedly on behalf of the Company, captioned Shaev v. 
Barksdale, et al., Civil Action No. 16721-NC, and Blum v. 
Barksdale, et al., Civil Action No. 16733-NC, were filed in 
Delaware Chancery Court.  The complaints allege that the 
Company's directors breached their fiduciary duties to the 
Company through the issuance of and disclosures concerning stock 
options.  The Company is named solely as a nominal defendant, 
against whom the plaintiffs seek no recovery.  The Company and 
the individual defendants have filed a motion to dismiss these 
actions.

Intellectual Property Litigation
On April 28, 1997, Xerox Corporation filed suit against U.S. 
Robotics Corporation and U.S. Robotics Access Corp. in the United 
States District Court for the Western District of New York.  The 
case is now entitled: Xerox Corporation v. U.S. Robotics 
Corporation, U.S. Robotics Access Corp., Palm Computing, Inc. and 
3Com Corporation, Civil Action No. 97-CV-6182T.  The complaint 
alleges willful infringement of a United States patent relating 
to computerized interpretation of handwriting.  The complaint 
further prays for unspecified damages and injunctive relief.  
Xerox has asserted that Graffiti(Registered Trademark) software and
certain products of Palm Computing, Inc. infringe the patent.  

Consumer Litigation
A putative consumer class action pending against the Company and 
U.S. Robotics in the California Superior Court, Marin County, 
Bendall, et al. v. U.S. Robotics Corporation, et al., Civil 
Action No. 170441, arising out of the purchase of x2(Trademark)
products and products upgradeable to x2 technology, was coordinated
with a previously filed individual action in the California Superior 
Court, San Francisco County, Intervention Inc. v. U.S. Robotics 
Corporation, Civil Action No. 984352.  The coordinated proceeding 
(Case number CV769903) is pending in the California Superior 
Court, Santa Clara County.  Two putative consumer class action 
lawsuits pending against the Company and U.S. Robotics in Cook 
County, Illinois arising out of the same facts as those alleged 
in the California cases are stayed, Lippman, et al. v. 3Com, 
Civil Action No. 97 CH 09773, and Michaels, et al. v. U.S. 
Robotics Access Corporation, et al., Civil Action No. 97 CH 14417.
A class has not been certified, and discovery is under way. 


9.	Effects of Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board (FASB) 
issued SFAS 131, "Disclosures About Segments of an Enterprise and 
Related Information."  This Statement requires that financial 
information be reported on the basis used internally for 
evaluating segment performance and deciding how to allocate 
resources to segments.  SFAS 131 will be effective for the 
Company's fiscal year ended May 28, 1999 and requires disclosure 
of historical information for comparative purposes.  Management 
of the Company is currently evaluating the effects of this 
Statement on its reporting of segment information. 

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


                              3Com Corporation

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

Results of Operations

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

                                Three months ended      Nine months ended
                              ----------------------  ----------------------
                              February 26,  March 1,  February 26,  March 1,
                                  1999       1998         1999       1998
                                  ----       ----         ----       ----
								
Sales                            100.0 %    100.0 %      100.0 %    100.0 %
Cost of sales                     52.7       56.6         53.6       54.0
                                 -----      -----        -----      -----
Gross margin                      47.3       43.4         46.4       46.0 
Operating expenses:								
  Sales and marketing             23.0       25.2         21.8       23.6 
  Research and development        11.5       11.5         10.8       10.7 
  General and administrative       4.9        5.4          4.4        5.0 
  Non-recurring charges (credits):                                      
  Purchased in-process
      technology                   0.5         -           0.2         - 
    Merger-related charges
      (credits) and other         (0.5)      (0.8)        (0.4)       6.4
                                 -----      -----        -----      -----
    Total operating
      expenses                    39.4       41.3         36.8       45.7
                                 -----      -----        -----      -----
Operating income                   7.9        2.1          9.6        0.3 
Interest and other income
  (expense), net                   1.3       (0.4)         0.9        0.2
                                 -----      -----        -----      -----
Income before income taxes         9.2        1.7         10.5        0.5 
Income tax provision               2.8        0.6          3.2        1.3 
Equity interest in loss of
  consolidated joint venture        -          -            -          -
                                 -----      -----        -----      -----
Net income (loss)                  6.4 %      1.1 %        7.3 %     (0.8)%
                                 =====      =====        =====      =====
								
Excluding non-recurring charges (credits):                               
  Total operating expenses        39.4 %     42.1 %       37.0 %     39.3 %
  Operating income                 7.9 %      1.3 %        9.4 %      6.7 %
  Net income                       6.4 %      0.6 %        7.1 %      4.5 %


Sales
-----
Sales in the third quarter of fiscal 1999 totaled $1.4 billion, an 
increase of $160.3 million or 13 percent from the corresponding 
quarter a year ago and a decrease of $130.0 million or eight percent 
from the second quarter of fiscal 1999.  Sales in the first nine 
months of fiscal 1999 totaled $4.4 billion, an increase of $311.7 
million or eight percent compared to the first nine months of fiscal 
1998. 

Client Access.  Sales of client access products (e.g., desktop network 
interface cards (NICs), desktop modems, mobile personal computer (PC) 
cards and a pro-rata allocation of handheld computer products) in the 
third quarter of fiscal 1999 increased one percent from the same 
quarter a year ago and decreased 11 percent from the second quarter of 
fiscal 1999.  Sequentially lower sales of client access products were 
primarily due to lower sales of mobile PC Cards, desktop modems, and 
10 megabits per second (Mbps) Ethernet NICs.  Sales of client access 
products in the third quarter of fiscal 1999 represented 50 percent of 
total sales, compared to 52 percent in the second quarter of fiscal 
1999 and 56 percent in the third quarter of fiscal 1998.  

Sales of client access products in the first nine months of fiscal 
1999 increased two percent compared to the first nine months of fiscal 
1998.  Sales of client access products in the first nine months of 
fiscal 1999 represented 51 percent of total sales compared to 54 
percent in the first nine months of fiscal 1998.  Excluding sales of 
handheld computer products, sales for client access products declined 
three percent in the first nine months of fiscal 1999 when compared to 
the first nine months of fiscal 1998.

Systems.  Sales of network systems products (e.g., switches, hubs, 
remote access concentrators, routers and a pro-rata allocation of 
handheld computer products) in the third quarter of fiscal 1999 
increased 28 percent compared to the same quarter a year ago and 
decreased five percent compared to the second quarter of fiscal 1999.  
Sequentially lower sales of systems products were primarily due to 
lower sales of hubs and switches to enterprise customers, whereas 
carrier system product sales increased.  Sales of network systems 
products in the third quarter of fiscal 1999 represented 50 percent of 
total sales, compared to 48 percent in the second quarter of fiscal 
1999 and 44 percent in the third quarter of fiscal 1998. 

Sales of network systems products in the first nine months of fiscal 
1999 increased 15 percent compared to the first nine months of fiscal 
1998.  Sales of network systems products in the first nine months of 
fiscal 1999 represented 49 percent of total sales compared to 46 
percent in the first nine months of fiscal 1998.  Excluding sales of 
handheld computer products, sales of network systems products 
increased nine percent in the first nine months of fiscal 1999 when 
compared to the first nine months of fiscal 1998.

Geographic.  International sales represented 52 percent of total sales 
for the third quarter of fiscal 1999 and increased 28 percent over the 
same period a year ago and five percent sequentially.  U.S. sales were 
flat compared to the same period a year ago and decreased 20 percent 
sequentially. 

Sales in the U.S. represented 53 percent of total sales for the first 
nine months of fiscal 1999.  U.S. sales increased three percent when 
compared to the first nine months of fiscal 1998.  International sales 
increased 13 percent when compared to the first nine months of fiscal 
1998.

The Company believes sales for the third quarter and the first nine 
months of fiscal 1999 were affected by the following factors:

Seasonality.  The Company's sales are subject to seasonality, 
reflecting spending patterns in different geographies and customer 
segments. Sales in the third quarter, which consists of the winter 
months of December, January and February, decreased eight percent 
compared to the second fiscal quarter, due in part to the impact of 
seasonally slower sales from consumer-related products.  Historically, 
sales in the first quarter, which includes the summer months of June, 
July and August, have exhibited little or no sequential growth, in 
part due to slower sales in the European region.  The second quarter 
of the fiscal year has historically been the strongest sales quarter, 
due in part to seasonal strength in international regions and holiday 
spending patterns.  Third quarter sales have historically been either 
sequentially lower, or only slightly up as compared to sales from the 
prior quarter.  In the third quarter of fiscal 1999, sales were down 
eight percent sequentially, a more pronounced seasonal pattern due in 
part to the increasing mix of consumer-related products, such as 
handheld computers and modems, which tend to have strong growth in the 
second quarter and decline sequentially in the third quarter.  The 
fourth quarter of the fiscal year has typically been a growth quarter 
for 3Com.  However, given the fiscal third quarter results and the 
current market environment, the Company expects sequential sales 
growth for the fourth quarter of fiscal 1999 to be modest. 

End-User Demand and Distribution Partners.  Beyond traditional winter 
seasonality, third quarter sales were impacted by other factors.  The 
Company believes that a slowdown in end-user demand for networking 
products within the enterprise market, particularly in the Americas 
region, negatively impacted the Company's sales.  In addition, several 
of the Company's large distributors reported disappointing earnings, 
primarily related to weaker than expected sales of PC-related 
products.  The Company believes that distributors' weakness in PC-
related sales negatively impacted sales of networking products as 
well.

Industry Growth Rates.  The networking industry continues to grow, but 
at a slower pace than in previous years.  Industry reports indicate 
that the networking industry worldwide grew by less than 20 percent 
during 1997 and less than 15 percent during 1998.  A recent market 
analyst research report states that the networking industry growth 
rate will continue to decline as the industry matures and as companies 
faced with the costs associated with Year 2000 issues delay network 
equipment purchases. 

Global Economic Trends. Historically, the Asia Pacific and Latin 
American regions have been high growth regions for the networking 
industry and the Company.  During the first quarter of fiscal 1999, 
the Asia Pacific and Latin American regions experienced a weakening of 
their local currencies and turmoil in their financial markets and 
institutions.  In the second quarter of fiscal 1999, sales in the 
Latin American and Asia Pacific regions improved sequentially.  In the 
third quarter of fiscal 1999, sales in the Asia Pacific region 
increased 16 percent sequentially, while sales in the Latin American 
region declined 37 percent sequentially and 25 percent when compared 
to the third quarter of the prior year.  Sales in the Asia Pacific and 
Latin American regions decreased three percent and seven percent, 
respectively during the first nine months of fiscal 1999 compared to 
the first nine months of fiscal 1998.

Gross Margin
------------
Gross margin as a percentage of sales was 47.3 percent in the third 
quarter of fiscal 1999, compared to 43.4 percent in the third quarter 
of fiscal 1998 and 46.9 percent in the second quarter of fiscal 1999.  
The gross margin increase from the same quarter a year ago is 
primarily due to an increased mix of higher margin products, 
specifically workgroup switches and remote access equipment; a more 
stable pricing environment, particularly for desktop modems and 
workgroup switches; and cost reductions on NICs.  The gross margin 
improvement from the second quarter of fiscal 1999 was due to 
favorable product mix and improved inventory management, including 
lower requirements for warranty and excess and obsolete inventory 
provisions.  Gross margin as a percentage of sales was 46.4 percent in 
the first nine months of fiscal 1999, compared to 46.0 percent in the 
first nine months of fiscal 1998.

Operating Expenses
------------------
Operating expenses in the third quarter of fiscal 1999 were $555.8 
million, or 39.4 percent of sales, compared to $517.3 million, or 41.3 
percent of sales in the third quarter of fiscal 1998 and $544.7 
million, or 35.3 percent of sales in the second quarter of fiscal 
1999.  Excluding the net pre-tax charge for purchased in-process 
technology and the net pre-tax merger-related charges (credits) and 
other, operating expenses for the third quarter of fiscal 1999 were 
$556.0 million, or 39.4 percent of sales, compared to $527.2 million, 
or 42.1 percent of sales in the third quarter of fiscal 1998 and 
$544.0 million, or 35.3 percent of sales for the second quarter of 
fiscal 1999.

Operating expenses for the first nine months of fiscal 1999 were $1.6 
billion, or 36.8 percent of sales, compared to $1.8 billion, or 45.7 
percent in the first nine months of fiscal 1998.  Excluding the net 
pre-tax charge for purchased in-process technology and the net pre-tax 
merger-related charges (credits) and other, operating expenses for the 
first nine months of fiscal 1999 were $1.6 billion, or 37.0 percent of 
sales compared to $1.6 billion, or 39.3 percent of sales for the first 
nine months of fiscal 1998.

The Company expects operating expenses to increase in the fourth 
quarter of fiscal 1999 due largely to the incremental employee and 
asset costs associated with the March 1999 acquisition of NBX 
Corporation as well as the February 1999 acquisitions of Smartcode 
Technologie and certain assets of ICS Networking, Inc.

Sales and Marketing.  Sales and marketing expenses in the third 
quarter of fiscal 1999 increased $9.5 million or three percent from 
the same quarter a year ago, but decreased to 23.0 percent of sales in 
the third quarter of fiscal 1999, compared to 25.2 percent in the 
third quarter of fiscal 1998.  The decrease as a percentage of sales 
reflected the Company's growth of expenses at a slower rate than 
sales.  Sales and marketing expenses in the third quarter of fiscal 
1999 increased $3.0 million or one percent from the second quarter of 
fiscal 1999 and increased as a percentage of sales to 23.0 percent in 
the third quarter of fiscal 1999, compared to 20.9 percent in the 
second quarter of fiscal 1999.  The increase as a percentage of sales 
was primarily the result of reduced sales in the third quarter.  In 
addition, the Company increased advertising and marketing program 
spending, particularly for consumer products. Sales and marketing 
expenses for the first nine months of fiscal 1999 decreased $5.9 
million, or one percent compared to the first nine months of fiscal 1998,
and decreased as a percentage of sales to 21.8 percent for the first nine 
months of fiscal 1999 compared to 23.6 percent for the first nine 
months of fiscal 1998.

Research and Development.  Research and development expenses in the 
third quarter of fiscal 1999 increased $17.9 million or 12 percent 
from the year-ago period, and remained flat as a percentage 
of sales.  The increase in absolute dollars was mainly a result of 
increased spending on client access and handheld computer products.  
Research and development expenses increased $4.4 million, or three 
percent when compared to the second quarter of fiscal 1999 and 
increased to 11.5 percent of sales in the third quarter of fiscal 1999 
from 10.2 percent of sales in the second quarter of fiscal 1999.  The 
increase as a percentage of sales was primarily the result of reduced 
sales in the third quarter.  Research and development expenses for the 
first nine months of fiscal 1999 increased $36.7 million compared to 
the first nine months of fiscal 1998, but as a percentage of sales, 
remained relatively flat. 

General and Administrative.  General and administrative expenses in 
the third quarter of fiscal 1999 increased $1.4 million or two percent 
from the same quarter a year ago, but decreased to 4.9 percent of 
sales in the third quarter of fiscal 1999, compared to 5.4 
percent in the third quarter of fiscal 1998.  The decrease as a 
percentage of sales reflected the growth of expenses at a slower rate 
than sales.  General and administrative expenses increased $4.6 
million or seven percent from the second quarter of fiscal 1999, and 
increased as a percentage of sales to 4.9 percent in the third 
quarter of fiscal 1999, compared to 4.2 percent in the second quarter 
of fiscal 1999.  The increase as a percentage of sales resulted 
primarily from reduced sales in the third quarter.  In addition, the 
Company increased the allowance for doubtful accounts due to economic 
instability in Asia and Latin America.  General and administrative 
expenses for the first nine months of fiscal 1999 decreased $8.8 
million, or four percent compared to the first nine months of fiscal 1998,
and decreased as a percentage of sales to 4.4 percent for the first 
nine months of fiscal 1999 compared to 5.0 percent for the first nine 
months of fiscal 1998.

Purchased In-Process Technology.  In the third quarter of fiscal 1999, 
the Company recorded a charge for purchased in-process technology of 
approximately $7.1 million associated with the acquisitions of 
Smartcode Technologie and certain assets of ICS Networking, Inc.

Merger-Related Charges (Credits) and Other.  During the third quarter 
of fiscal 1999, the Company recorded adjustments to previously 
recorded merger and restructuring charges, which totaled a net pre-tax 
credit of approximately $7.3 million.  This net amount reflects a $7.6 
million reduction in the estimated costs for duplicate facilities, a 
$2.4 million gain on the sale of excess real estate realized in the 
third quarter, a $2.1 million charge reflecting a change in the 
estimated net realizable value of a closed manufacturing plant
in Chicago, and an incremental $0.6 million of costs associated with 
employment contracts.  During the third quarter of fiscal 1998, the 
Company recorded a net pre-tax credit of $9.9 million which included 
reductions in the estimates for remaining charges associated with 
duplicate facilities and information systems, partially offset by 
costs incurred for a product swap-out program associated with certain 
discontinued products.  During the second quarter of fiscal 1999, the 
Company recorded a net pre-tax charge of approximately $0.6 million, which 
represented $4.8 million of expenses recognized due to revisions in 
the estimated sales prices for duplicate facilities reflecting current 
market conditions, and a $4.2 million gain on the sale of land.

Interest and Other Income (Expense), Net
----------------------------------------
Interest and other income (expense), net in the third quarter of 
fiscal 1999 increased $22.5 million compared to the third quarter of 
fiscal 1998 primarily due to improved foreign currency results, 
increased interest income due to higher cash and investment balances, 
and reduced interest expense.  In the third quarter of fiscal
1998, the Company had approximately $8.5 million of foreign
currency losses, primarily related to Korean operations, where
foreign exchange hedges were not available, or were available only to 
a limited extent.  In addition, in the third quarter of fiscal 1998,
the Company recorded a charge of approximately $4.7 million related to
an early call premium and write-off of unamortized issuance fees
associated with the redemption of convertible notes.  Interest and
other income (expense), net in the third quarter of fiscal 1999
increased $5.8 million compared to thesecond quarter of fiscal 1999
primarily due to improved foreign currency results and increased
interest income as a result of higher cash and investment balances.
Interest and other income (expense), net increased $33.8 million in
the first nine months of fiscal 1999compared to the first nine months
of fiscal 1998.

The majority of the Company's sales are denominated in U.S. Dollars.  
Where available, the Company enters into foreign exchange forward 
contracts to hedge significant balance sheet exposures and 
intercompany balances against future movements in foreign exchange 
rates. 

Income Tax Provision
--------------------
The Company's effective income tax rate was 31.0 percent in the third 
quarter of fiscal 1999 compared to 35.0 percent in the third quarter 
of fiscal 1998 and 30.3 percent in the second quarter of fiscal 1999. 
The decrease in the tax rate from the third quarter of fiscal 1998 
relates to increased offshore manufacturing in countries with tax 
rates significantly below the U.S. statutory rate.  The increase in 
the tax rate from the second quarter of fiscal 1999 was due to the 
cumulative benefit of the Tax and Trade Relief Extension Act of 1998, 
which retroactively extended the research and development tax credit 
to the beginning of the Company's fiscal year.

The effective tax rate for the first nine months of fiscal 1999 was 
31.0 percent.  The Company recorded a tax provision of $142.1 million 
for the first nine months of fiscal 1999 compared to $52.0 million for 
the first nine months of fiscal 1998.  The provision in the first nine 
months of 1998 reflected the non-deductibility of certain merger 
costs.  Excluding these costs, the pro forma effective income tax rate 
was 35.0 percent for the first nine months of fiscal 1998. 

Equity Interest in Loss of Consolidated Joint Venture
-----------------------------------------------------
Equity interest in loss of consolidated joint venture was $0.2 
million for the third quarter of fiscal 1999.  This amount represents 
the pro-rata share of the joint venture's loss allocated to the other 
investors for the period between the date of investment and the end of the 
Company's third fiscal quarter of 1999.  The Company entered into this 
joint venture in the third quarter of fiscal 1999.  See Note 3 of 
Notes to Condensed Consolidated Financial Statements, "Business 
Combinations and Joint Venture."

Net Income (Loss) and Net Income (Loss) Per Share
-------------------------------------------------
Net income for the third quarter of fiscal 1999 was $89.7 million, or 
$0.24 per share, compared to net income of $13.9 million, or $0.04 per 
share, for the third quarter of fiscal 1998, and net income of $132.9 
million, or $0.36 per share, for the second quarter of fiscal 1999.  
Excluding the net pre-tax charge for purchased in-process technology 
and the net pre-tax merger-related charges (credits) and other, net 
income was $89.6 million, or $0.24 per share, for the third quarter of 
fiscal 1999 compared to $7.4 million, or $0.02 per share, for the 
third quarter of fiscal 1998 and $133.4 million, or $0.36 per share, 
for the second quarter of fiscal 1999. 

Net income for the first nine months of fiscal 1999 was $316.3 
million, or $0.86 per share, compared to a net loss of $33.4 million, 
or $0.10 per share, for the first nine months of fiscal 1998.  
Excluding the net pre-tax charge for purchased in-process technology 
and the net pre-tax merger-related charges (credits) and other, net 
income was $309.7 million, or $0.84 per share, for the first nine 
months of fiscal 1999 compared to $180.2 million, or $0.49 per share, 
for the first nine months of fiscal 1998.


Business Environment and Industry Trends 

The forward-looking statements of 3Com Corporation (including those in 
this report on Form 10-Q concerning fourth quarter of fiscal 1999 
growth, pricing, and growth of emerging markets) are subject to risks 
and uncertainties.  Some of the factors that could cause future 
results to materially differ from the Company's recent results or 
those projected in the forward-looking statements include, but are not 
limited to, the factors set forth below.

Industry Growth Rates.  The Company's success is dependent, in part, 
on the overall growth rate of the networking industry.  In 1997 and 
1998, industry growth was below historical rates.  Industry reports 
indicate that the networking industry worldwide grew by less than 20 
percent during 1997 and less than 15 percent during 1998.  A recent 
market analyst research report states that the networking industry 
growth rate will continue to decline as the industry matures and as 
companies faced with the costs associated with Year 2000 issues delay 
network equipment purchases.  For example, in the third quarter of 
fiscal 1999, the Company believes that a slowdown in end-user demand 
for networking products in the enterprise market, particularly in the 
Americas region, negatively impacted the Company's sales.  

The Company's success is also impacted by the growth of related 
industries such as the personal computer (PC) market.  During the 
third quarter of fiscal 1999, several of the Company's large 
distributors reported disappointing earnings, primarily related to 
weaker than expected sales of PC-related products.  The Company 
believes that distributors' weakness in PC-related sales negatively 
impacted sales of networking products as well.  The Company's 
business, operating results or financial condition may be adversely 
affected by any further decrease in growth rates of networking or 
related industries.  In addition, there can be no assurance that the 
Company's results in any particular period will be consistent with the 
future growth rate of the industry.
 
Industry Consolidation.  The networking industry continues to 
experience significant consolidation, both among networking companies 
and between networking and telecommunications equipment providers. For 
example, from January 1998 through March 1999:

- 3Com acquired Lanworks Technologies, Inc., EuPhonics, Inc., 
  Smartcode Technologie, NBX Corporation and certain assets of ICS 
  Networking, Inc.;
- Lucent Technologies acquired ten companies, and 
  announced plans to acquire Ascend Communications;
- Cisco Systems acquired ten companies; 
- Nortel Networks acquired four companies, including Bay Networks;
- Alcatel announced plans to acquire Xylan;
- Siemens A.G. announced plans to acquire Argon Networks, 
  Castle Networks, and Redstone Communications.

Consolidation is also occurring between networking companies and 
networking components suppliers.  Examples of this trend include the 
Company's acquisition of certain assets of ICS Networking, Inc. and 
Intel's planned acquisition of Level One Communications, Inc. 
Future business combinations in the networking industry may result in 
companies with greater resources and stronger competitive positions 
and products than the Company's.  Continued industry consolidation may 
have a material adverse effect on the Company's operating results or 
financial condition. 

Changes in the Distribution Channels.  Like many suppliers of computer 
and computer communications equipment, the Company distributes its 
products primarily through a two-tier distribution channel.  The first 
tier includes large distributors that aggregate products from 
suppliers and distribute those products to the second tier, which is a 
broader group of distributors and value-added resellers that sell 
networking products directly to end-users.  In recent 
months, several large first-tier distributors have experienced 
financial pressure, which the Company believes reflects new or 
heightened competition from non-traditional competitors, including 
Internet-based suppliers and PC manufacturers that distribute directly 
to end-users.  With the emergence of new channels, there can be no 
assurance that large distributors will be able to generate sales of 
networking products at historic levels.  Changes in the pattern of 
distribution of networking products could have a material adverse 
affect on 3Com's sales.

Shift to PC Original Equipment Manufacturer Distribution.  
Distribution of PC-related networking products, such as modems and 
network interface cards (NICs), is shifting from the distribution channel 
to the PC original equipment manufacturer (OEM) channel.  Products 
sold through the PC OEM channel typically have a lower average selling 
price and lower margins than those sold through the distribution 
channel or through retailers.  The Company derives a significant 
portion of its sales from PC OEMs such as Dell Computer, Toshiba, 
Hewlett-Packard and IBM that bundle 3Com NICs and modems and 
incorporate 3Com chipsets into their products.  As a result, the 
Company's future operating results are dependent, in part, on the 
Company's ability to establish, maintain and strengthen relationships 
with PC OEMs.  The Company's sales and gross margins may be adversely 
impacted as PC OEMs continue to become a larger percentage of the 
business. 

In addition, certain PC OEMs have, from time to time, chosen to 
integrate NIC and modem functions on the PC motherboard.  For example, 
the Company currently sells networking chipsets to Dell Computer that 
are integrated directly onto the PC motherboard of Dell's high-end 
Optiplex line of PCs.  Further, competitors who are able to integrate 
networking and other computer processing functions onto a single chip 
might offer PC OEMs an alternative to traditional networking chip 
solutions.  Should the shift to the integration of networking and 
computer processing functionality on a reduced number of components 
increase, the Company's ability to become and/or continue to be a 
supplier of the integrated components could impact future sales growth 
and profitability.  

Competition and Pricing.  The Company participates in a highly 
volatile industry characterized by vigorous competition for market 
share, rapid product and technology development, uncertainty over 
adoption of industry standards and declining prices.  For example, 
during the third quarter of fiscal 1999, Cisco Systems began shipping 
a new multi-gigabit enterprise switch, which competes directly with 
the Company's CoreBuilder(Registered Trademark) 9000 family of high-
performance switches. Xircom increased its market share substantially
in the mobile PC Card combination NIC and modem category.  In addition,
competitors in the low-end handheld computer market, such as Olivetti,
Compaq, and Hewlett-Packard introduced new products with aggressive
prices.  Also, in recent months, several competitors have emerged in
the handheld computing market space with products based upon the
Microsoft Windows CE platform.  The Company believes that given the
highly competitive nature of the industry and the recent slowdown in
end-user demand for networking products in the enterprise market,
networking prices will be subject to further price
decreases. There can be no assurance that intense competition in the
industry and particular actions of the Company's competitors will not
have an adverse effect on the Company's business, operating results
or financial condition.   

The Company's competition historically has come from start-up 
companies, well-capitalized computer systems and communications 
companies, and other technology companies focusing on data networking.  
However, the industry within which the Company competes is changing, 
resulting in new and other potential competitors in addition to 
current competitors who have greater financial, marketing and 
technical resources than the Company.  In particular, with the 
convergence of voice, video, and data traffic on a single network 
infrastructure, the Company now competes with much larger companies 
such as Lucent Technologies, Inc., Nortel Networks and other 
telecommunications equipment providers.  The Company's business may be 
adversely impacted by the development by competitors of products and 
technologies that render certain of the Company's products obsolete or 
noncompetitive. 

Strategic Relationships.  In addition to mergers and acquisitions, 
technology companies are continually entering into strategic 
relationships.  For example, in the third quarter of fiscal 1999, the 
Company announced a strategic relationship with Microsoft Corporation, 
a joint venture with Siemens A.G., and expanded its relationship with 
Dell Computer.  In the second quarter of fiscal 1999, the Company 
announced strategic PC OEM relationships with IBM, Hewlett-Packard and 
Toshiba America.  If the Company experiences difficulties managing 
relationships with its partners or if projects with partners are 
unsuccessful, there could be an adverse impact on the Company's 
results of operations or financial condition.  In addition, if the 
Company's competitors enter into successful strategic relationships, 
they could become more competitive in the market than 3Com.

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

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

For example, during the first nine months of fiscal 1999, the Company 
experienced lower sales in the Latin American and Asia Pacific regions 
compared to the first nine months of fiscal 1998, due in large part to 
economic and political instability and currency fluctuations.  The 
instability in the Latin American and Asia Pacific financial markets 
negatively impacted the Company's sales in those markets by, among 
other things, decreasing end-user purchases, increasing competition 
from local competitors, and reducing access to sources of capital 
needed by customers to make purchases.  In addition to reducing sales, 
difficulties in the Latin American and Asia Pacific regions subject 
the Company's resellers to financial hardships, which may increase the 
Company's credit risk as customers become insolvent or otherwise have 
their ability to meet obligations impaired.  There can be no assurance 
that other regions will not experience similar economic or political 
instability, which would have an adverse effect on the Company's 
operating results or financial condition. 

Euro-Currency.  The Single European Currency (Euro) was introduced on 
January 1, 1999 with complete transition to this new currency required 
by January 2002.  The Company has made and expects to continue to make 
changes to its internal systems in order to accommodate doing business 
in the Euro.  The transition to the Euro could result in increased 
fluctuations in foreign currency hedging results.  Any delays in the 
Company's ability to be Euro-compliant could have an adverse impact on 
the Company's operating results or financial condition. 

Public Policy.  

Telecommunications. Significant changes in telecommunication 
regulations, particularly in the U.S., are anticipated in the near 
future, which could impact the rate of expansion of service providers' 
network infrastructures.  Future changes by regulatory agencies or 
application of new requirements could affect sales of the Company's 
products for certain classes of customers.  Additionally, the 
Company's products must comply with various telecommunications 
requirements and regulations of the U.S. Federal Communications 
Commission and countries in which the Company's products are used.  
Changes in regulations, or failure by the Company to obtain timely 
approval of products, could have a material adverse effect on the 
Company's results of operations or financial condition.

Internet. The application of laws and regulations with respect to 
access to, or commerce on, the Internet is unsettled.  Changes in laws 
or interpretation of laws which govern the development of the 
Internet, commerce over the Internet, voice transmissions over the 
Internet and access charges for Internet service providers, as well as 
the continuing deregulation of the telecommunications industry, could 
have a material adverse impact on the Company's operating results or 
financial condition.  

Accounting For Business Combinations. The Financial Accounting 
Standards Board (FASB) began deliberation of revisions to the rules 
for business combinations in 1996.  Some of these deliberations have 
included accounting rule-making bodies from other nations as the 
financial communities attempt to develop global consistency, where 
possible.  Business combination rules govern the accounting for 
acquisitions used in either a purchase or a pooling-of-interests 
combination.  Tentative conclusions of the FASB severely restrict the 
use of pooling-of-interests and prohibit the immediate write-off of 
purchased in-process technology.  The FASB expects to reach a 
conclusion on some of the business combination revisions in calendar 
1999.  Changes to the current accounting rules for business 
combinations will not preclude acquisitions but may increase the 
earnings dilution associated with future transactions. 

During this period of deliberation and rule change, the Securities and 
Exchange Commission has heightened its review of transactions intended 
to qualify for pooling-of-interests accounting, transactions in which 
a large percentage of the purchase price is associated with purchased 
in-process technology and restructuring and impairment charges 
recorded at the time of a merger.  If the Commission issues new 
guidance or interpretation of existing rules, previously filed 
financial statements of the Company may require restatement and future 
results may be adversely impacted.


Company-Specific Trends and Risks

Transition of Sales Base to Include Additional High-Growth 
Businesses.  A significant portion of the Company's sales are 
derived from products such as NICs and analog modems.  The market for 
these products is slowing and is particularly sensitive to price 
competition, resulting in lower sales growth. Consequently, the 
Company believes that sales growth attributable to these products 
will likely decline.  Other markets in which the Company participates, 
such as carrier-class switching and access products, are expected to 
grow.  In recent months, 3Com has entered several emerging markets for 
networking products that are forecasted to grow significantly.  In 
particular, the Company has announced its focus on the following high 
growth and/or emerging markets: 

- Handheld Computing
- IP and LAN Telephony (VoIP and LAN Telephony) 
- Broadband Access (primarily cable and DSL)
- Wireless Access
- Home Networking

The transition of the Company's focus to these high growth and 
emerging markets may cause disruption in the Company's research and 
development efforts, sales, profits, distribution channels, 
organization and market position.  There can be no assurance that 
these emerging markets will materialize in the timeframes expected by 
the Company, that the Company will introduce products for these 
markets in a timely manner or that the market will accept these products,
or that the Company will successfully generate significant revenues from
these markets.  Additionally, the implementation of this transition could 
result in changes in the Company's utilization of resources such as 
its manufacturing capabilities, fixed assets and the nature and 
location of its workforce.  

Development and Introduction of New Products.  The Company is actively 
engaged in the research and development of new technologies and 
products.  Products in the networking industry have short life cycles.  
Therefore, the Company's success depends, in substantial part, on the 
identification of new market and product opportunities and the timely 
development, introduction, and market acceptance of new products, 
particularly in the emerging markets described above.

Industry Standards.  The Company's success also depends, in part, on 
the timely adoption of industry standards, resolution of conflicting 
U.S. and international standards requirements created by the 
convergence of technology such as voice onto data networks, the timely 
introduction of new standards-compliant products, and market 
acceptance of these products.  Slow market acceptance of new 
technologies and industry standards could have an adverse impact on 
the Company's results of operations or financial condition.  Failure 
to achieve timely certification of compliance to industry standards 
for its products could have an adverse impact on sales of such 
products and on the Company's results of operations or financial 
condition. 

Reliance on Distributors, Resellers and OEMs.  The Company sells a 
significant portion of its products to distributors, resellers and PC 
OEMs.  The Company's reliance on these channels subjects the Company 
to many risks, including inventory, credit and business concentration. 
In particular, the Company's distributors and resellers maintain 
significant levels of the Company's products in their inventories.  
The Company attempts to ensure that appropriate levels of products are 
available to end-users by working closely with distributors and 
resellers to monitor inventory levels.  There can be no assurance that 
the Company will be successful in efforts to operate within its 
desired channel inventory business model. 

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

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

Gross margin                      46.5  -  48.0%   
Operating expenses                30.0  -  31.5%   
Operating income                  15.0  -  18.0%   

The Company currently is not operating within some ranges of the model 
and does not expect to achieve performance within all of the ranges in 
calendar 1999. 

Fluctuations in Quarterly Results.  The Company's operating results 
for any particular quarter are difficult to predict and may be subject 
to significant fluctuations.  These fluctuations can be caused by a 
wide variety of factors, including seasonality with respect to the 
volume and timing of orders (see Seasonality in Results of 
Operations), the introduction and acceptance of new products and 
technologies, price competition, general conditions and trends in the 
networking industry and technology sector, disruption in international 
markets, general economic conditions, and extraordinary events such as 
industry consolidation, acquisitions, or litigation.  For example, the 
first quarter of the fiscal year is a seasonally slower quarter and 
has historically had either sequentially flat or only slightly 
increased sales.  In addition, as the portion of the Company's 
consumer-related business grows, for example with products such as the 
Palm(Trademark) line of handheld computers, seasonality will likely
become more pronounced.  These factors, and accompanying fluctuations
in periodic operating results, could have a significant adverse impact
on the market price of the Company's common stock.  

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

Shipment Linearity.  In the third quarter of fiscal 1999, the Company 
recorded over half of its sales in the last five weeks of the quarter.  
Non-linear sales patterns make business planning difficult and subject 
the Company to increased risk of fluctuation in quarterly results from 
disruptions in functions including manufacturing, order management, 
information systems and shipping.  Such disruptions to the Company's 
operations could adversely affect the Company's results of operations 
or financial condition. 

Product Warranties and International Homologation.  The Company's 
products are often covered by legal and contractual warranties, and 
the Company may be subject to contractual and/or legal commitments to 
perform under such warranties.  In addition, as the Company's products 
are sold and marketed in many countries, the Company's products are 
required to function in many different telecommunications environments 
and in connection with various telecommunications systems and 
products.  If circumstances arise such that certain of the Company's 
products fail to perform as intended and the Company is not successful 
in timely resolution of such product quality or performance issues, 
such failure could have a material adverse impact on the operating 
results or financial condition of the Company.  Likewise, failure to 
meet commitments related to installation of enterprise networks may 
subject the Company to claims for business disruption or consequential 
damages if a network cutover is not successfully or timely completed. 

Reliance on Suppliers.  Some key components of the Company's products 
are currently available only from single or limited sources.  
Likewise, certain services on which the Company relies are furnished 
from single or limited service providers.  In addition, certain of the 
Company's suppliers are competitors of the Company.  While the Company 
has generally been able to obtain adequate supplies of components from 
existing sources, there can be no assurance that in the future the 
Company's suppliers will be able to meet the Company's demand for 
components in a timely and cost-effective manner.  The Company's 
business, operating results, financial condition or customer 
relationships could be adversely affected by either an increase in 
prices for, or an interruption or reduction in supply of, key 
components, or a similar disruption in the availability of key 
services.

Commercial Commitments.  The Company sometimes enters into minimum or 
other non-cancelable commitments.  Should sales volumes fluctuate 
significantly or product delivery schedules slip, the obligation to 
meet commitments could adversely affect the Company's results of 
operations or financial condition. 

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

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

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

Information Systems.  The Company is in the process of transitioning 
its manufacturing, distribution, order administration, and finance 
functions to the Company's primary transaction processing application 
systems.  In particular, during the fourth quarter of fiscal 1999, the 
Company plans to convert a large number of U.S. and international 
locations to the Company's primary transaction processing systems.  As 
a result of these transitions, the Company may experience system 
disruptions in the areas of manufacturing, distribution, and 
transaction processing, which could have an adverse effect on the 
Company's results of operations or financial condition. 

In addition, the Company is dependent on its information systems and 
software to capture, process and store data.  Should the Company 
experience technical difficulties with any of its critical information 
systems or software applications, there could be an adverse effect on 
the Company's results of operations or financial condition.

Key Personnel and Recruiting.  The success of the Company will depend 
to a significant extent upon a number of key employees and management.  
During the third quarter of fiscal 1999, the Company made significant 
changes in executive management positions.  The loss of the services 
of key employees could have a material adverse effect on the Company's 
business, operating results or financial condition. 

Recruiting and retaining skilled personnel, including engineers, is 
highly competitive.  If the Company cannot successfully recruit and 
retain skilled personnel, the Company's financial results may be 
adversely affected.  In addition, the Company must carefully manage 
the growth in employees commensurate with anticipated growth in the 
Company.  Should the Company's sales growth or attrition levels vary 
significantly, there could be an adverse effect on results of 
operations or financial condition.  Further, the market price of the 
Company's common stock has been, and may continue to be extremely 
volatile.  If the market price of the Company's common stock is less 
than the exercise price of stock options granted to employees, 
turnover may increase, which could have an adverse effect on the Company's
results of operations or financial condition.  


Year 2000 Readiness Disclosure 

As is true for most companies, the Year 2000 issue creates a risk for 
3Com.  If systems do not correctly recognize date information when the 
year changes to 2000, there could be an adverse impact on the 
Company's operations.  The Year 2000 issue not only impacts the 
Company at the end of the calendar year 1999, but also, in certain 
instances, the Company's fiscal year 2000, which for 3Com begins on 
May 29, 1999.  The risk for 3Com exists primarily in the following 
areas:  systems used by the Company to run its business including 
information systems, equipment and facilities; systems used by the 
Company's suppliers; potential warranty or other claims from 3Com 
customers; and the potential for reduced spending by other companies 
on networking solutions as a result of significant information systems 
spending on Year 2000 remediation.  The Company is continuing to 
evaluate and mitigate its exposure in these areas where appropriate. 
Certain of the Company's disclosures and announcements concerning its 
products and Year 2000 programs, including those in this report on 
Form 10-Q, are intended to constitute "Year 2000 Readiness 
Disclosures" as defined in the recently enacted Year 2000 Information 
and Readiness Disclosure Act.

State of Readiness and Risks.  The Company has identified four key 
exposure areas within the Company with respect to the Year 2000 issue, 
namely:  key transaction processing applications, equipment and 
facilities, 3Com products, and key suppliers.  

Key transaction processing applications. Key transaction processing 
applications include those used to run the Company's business, such as 
finance, manufacturing, order processing and distribution.  The 
Company has completed its evaluation of these applications for Year 
2000 compliance, and has begun remediation or replacement of systems, 
where necessary, and is conducting integration tests for fiscal and 
calendar year readiness.  The Company expects to complete testing and 
achieve fiscal year 2000 readiness by the end of the Company's fiscal 
year in May 1999, and to complete testing and achieve calendar year 
2000 readiness by the end of September 1999.  In the event that 
implementation of replacement systems is delayed, or if significant 
new non-compliance issues are identified, the Company's ability to 
conduct its business or record transactions could be disrupted, which 
could adversely affect results of operations or financial condition.

Equipment and facilities. The Company is evaluating Year 2000 
compliance of its equipment and facilities.  The Company is in the 
final stage of contacting the suppliers to ascertain Year 2000 
compliance of its critical equipment.  The Company expects to achieve 
Year 2000 readiness for critical equipment by the end of September 
1999.  If identification of non-compliant equipment and any upgrade or 
replacement of equipment is delayed, the Company's design, production 
and shipping capabilities could be disrupted, which could adversely 
affect the Company's results of operations or financial condition.

3Com is also evaluating each PC in use at 3Com worldwide, assessing 
its Year 2000 readiness, and upgrading as required.  Because not all 
of the Company's PCs can be upgraded, a certain number will need to be 
replaced.  The Company is currently expecting replacements to be 
required for less than 10% of the PCs deployed worldwide and has 
included the cost of these replacements in its total Year 2000 cost 
estimates.  The Company expects that the upgrade or replacement of PCs 
will be completed by the end of the calendar year.

The Company is assessing the Year 2000 readiness of its owned and 
leased facilities worldwide.  Priority is being placed on the 3Com 
owned facilities and other critical facilities that house large 
numbers of employees or significant operations.  The Company expects 
to complete its assessment activities by the end of April 1999 and expects 
to complete remediation efforts by September 1999.  The function of 
these facilities is critical to operations, and as such, any delays in 
achieving Year 2000 compliance with respect to these facilities could 
adversely affect the Company's results of operations or financial 
condition.

Products. The Company has conducted extensive evaluation of its 
currently available and installed base of products.  The Company 
believes that products on its current price list are Year 2000 
compliant.  The Company has identified certain obsolete products that 
are not Year 2000 compliant.  While the Company still supports some of 
these obsolete products, all can be upgraded or replaced with a 3Com 
Year 2000 compliant product.  There can be no assurance that certain 
previous releases of the Company's products will prove to be Year 2000 
compliant with customers' systems or within existing networks.  To 
assist customers in evaluating Year 2000 readiness of 3Com's products, 
the Company has developed a list that indicates the capability of its 
products.  The list is located on the Company's website (www.3Com.com) 
and is periodically updated as assessment of additional products is 
completed.  The inability of any of the Company's products to operate 
properly in the year 2000 could result in increased warranty costs, 
customer satisfaction issues, litigation or other material costs and 
liabilities, which could adversely affect the Company's results of 
operations or financial condition.  

Key suppliers. The Company is currently contacting its critical 
suppliers of products and services to determine that the suppliers' 
operations and the products and services they provide are Year 2000 
compliant.  Follow-up efforts are underway to obtain feedback from 
these suppliers.  The Company expects that all critical non-compliant 
suppliers will be identified (along with an appropriate remediation or 
contingency plan) by the end of April 1999.  As needed, the Company 
will identify alternative sources of supply.  The Company expects to 
complete confirmation of supplier Year 2000 readiness by the end of 
September 1999.  If key suppliers fail to adequately address the Year 
2000 issue for the products or services they provide to the Company, 
critical materials, products and services may not be delivered in a 
timely manner, which could adversely affect the Company's results of 
operations or financial condition.  

Contingency Plans. As the Company is still assessing its Year 2000 
compliance in all areas, a full contingency plan has not yet been 
finalized.  As the assessments are completed, contingency plans have 
been or will be developed for each area, as needed.  For example, 
contingency plans for production facilities could include shifting 
production and distribution to other Company facilities or engaging 
subcontractors.  

Costs to Address Year 2000 Issues.  Based on the Company's current 
assessments, it is expected that the total cost, including currently 
estimated contingency costs, of these programs will range between $25 
million and $35 million.  Approximately $3 million has been spent on 
the programs to date.  All expected costs are based on the Company's 
current evaluation of the Year 2000 programs and are subject to change 
as the programs progress.  It is anticipated that the majority of the 
Year 2000 costs incurred will include consultant fees and internal 
hardware and software upgrades or replacements.  The Company does not 
separately track the internal labor costs associated with the Year 
2000 project unless it is an individual's primary focus.  These costs, 
including employee efforts involved in assessing the Company's Year 
2000 exposures, testing, and remediating non-compliant Year 2000 
systems, communicating with customers, and various other employee-
related tasks, have not been included in the total estimated costs.  
Any costs associated with potential Year 2000 litigation exposure are 
not estimable and are not included in the total cost estimate above.

The majority of the Company's Year 2000 costs relate to the Company's 
key transaction processing applications and products.  The Company has 
adequate funds to pay for the expected costs of Year 2000 programs.  
As of the end of the third quarter of fiscal 1999, no significant 
internal information technology projects have been deferred due to the 
Company's Year 2000 efforts.  

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


Liquidity and Capital Resources

Cash and equivalents and short-term investments at February 26, 1999 
were $1.7 billion, an increase of $648.2 million or 60 percent from 
May 31, 1998.

For the nine months ended February 26, 1999, net cash generated from 
operating activities was $812.3 million.  Accounts receivable at 
February 26, 1999 increased $131.4 million from May 31, 1998 to $981.0 
million.  Days sales outstanding in receivables increased to 63 days 
at February 26, 1999, compared to 56 days at May 31, 1998 primarily 
due to a higher concentration of sales in the third month of the 
quarter ended February 26, 1999, compared to the third month of the 
quarter ended May 31, 1998.  Inventory levels at February 26, 1999 
decreased $235.6 million, of which $185.5 million was finished goods, 
from the prior fiscal year-end to $409.2 million.  Average inventory 
turnover was 7.0 turns for the quarter ended February 26, 1999, 
compared to 4.4 turns for the quarter ended May 31, 1998, primarily as 
a result of the decrease in inventory balances.

In the first nine months of fiscal 1999, the Company acquired two 
companies and certain assets of a third for a combined total of $39.2 
million in cash, net of cash acquired.  The cost to complete products 
under development at the time of these acquisitions is not expected to 
be material to the Company's financial results.

During the nine months ended February 26, 1999, the Company made 
$186.5 million in capital expenditures.  Major capital expenditures 
included upgrades and expansion of the Company's facilities in the 
U.S. and purchases and upgrades of systems and other equipment.  
Additionally, in the first nine months of fiscal 1999, the Company 
sold three facilities in the Chicago and Boxborough areas and 
equipment in the Chicago area for total net proceeds of $29.3 million.  
As of February 26, 1999, the Company had approximately $33.6 million 
in capital expenditure commitments outstanding, primarily associated 
with the consolidation of facilities in the Chicago area.  In 
addition, the Company has commitments related to operating lease 
arrangements in the U.S., under which the Company has an option to 
purchase the properties for an aggregate of $322.2 million, or arrange 
for the sale of the properties to a third party.  If the properties 
are sold to a third party at less than the option price, the Company 
retains an obligation for the difference, subject to certain 
provisions of the lease.

In June 1998 and March 1999, the Company's Board of Directors 
authorized the repurchase of up to a total of 20 million shares of the 
Company's common stock.  Such purchases are made in the open market 
from time to time.  During the first nine months of fiscal 1999, the 
Company repurchased 4.3 million shares of common stock at a total cost 
of $130.4 million.  During the first nine months of fiscal 1999, the 
Company received net cash of $189.9 million from the sale of shares of 
its common stock to employees through its employee stock purchase and 
option plans.

The Company has a $100 million revolving bank credit agreement, which 
expires December 20, 1999.  Payment of cash dividends are permitted 
under the credit agreement, subject to certain limitations based on 
net income levels of the Company.  The Company has not paid and does 
not anticipate it will pay cash dividends on its common stock.  The 
credit agreement requires the Company to maintain specified financial 
covenants.  As of February 26, 1999, there were no outstanding 
borrowings under the credit agreement, and the Company was in 
compliance with all required covenants. 

During the first nine months of fiscal 1999, the Company repaid $12.0 
million of borrowings under the 7.52% Unsecured Senior Notes 
agreement.  As of February 26, 1999, $36.0 million of this debt 
remained outstanding, of which $12.0 million is classified as current, 
and is included in accrued liabilities and other.

During the first nine months of fiscal 1999, the Company  
increased borrowings by approximately $9.5 million compared to May 31,
1998 primarily related to a $7.7 million equipment financing transaction, 
debt acquired in the Smartcode Technologie acquisition and debt 
acquired as a result of a consolidation of a joint venture. 

During the first nine months of fiscal 1999, the Company recorded a 
non-cash tax benefit on stock option transactions of $77.8 million.  
During the same period a year ago, the Company recorded a tax benefit 
on stock option transactions totaling $153.1 million. 

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


Effects of Recent Accounting Pronouncements

In June 1997, the FASB issued SFAS 131, "Disclosures About Segments of 
an Enterprise and Related Information."  This Statement requires that 
financial information be reported on the basis used internally for 
evaluating segment performance and deciding how to allocate resources 
to segments.  SFAS 131 will be effective for the Company's fiscal year 
ended May 28, 1999 and requires disclosure of historical information 
for comparative purposes.  Management of the Company is currently 
evaluating the effects of this Statement on its reporting of segment 
information. 

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


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

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


                       PART II.    OTHER INFORMATION

Item 1.	Legal Proceedings

The Company is a party to lawsuits in the normal course of its 
business.  Litigation in general, and intellectual property and 
securities litigation in particular, can be expensive and disruptive 
to normal business operations. Moreover, the results of complex legal 
proceedings are difficult to predict.  The Company believes that it 
has defenses in each of the cases set forth below and is vigorously 
contesting each of these matters.  An unfavorable resolution of one or 
more of the following lawsuits could have a material adverse affect on 
the business, results of operations or financial condition of the 
Company.

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

On February 10, 1998, a putative securities class action, captioned 
Euredjian v. 3Com Corporation, et al., Civil Action No. C-98-00508CRB 
(Euredjian), was filed against 3Com and several of its present and 
former officers and directors in United States District Court for the 
Northern District of California asserting the same class period and 
factual allegations as the Hirsch and Kravitz actions.  The complaint 
alleges violations of the federal securities laws, specifically 
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and 
seeks unspecified damages.  On March 1, 1999, the Court dismissed the 
complaint.  The Court granted leave for plaintiffs to file an amended 
complaint.

In December 1997, a putative securities class action, captioned Reiver 
v. 3Com Corporation, et al., Civil Action No. C-97-21083JW (Reiver), 
was filed in the United States District Court for the Northern 
District of California.  Several similar actions have been 
consolidated into this action, including Florida State Board of 
Administration and Teachers Retirement System of Louisiana v. 3Com 
Corporation, et al., Civil Action No. C-98-1355.  On August 17, 1998, 
plaintiffs filed a consolidated amended complaint which alleges 
violations of the federal securities laws, specifically Sections 10(b) 
and 20(a) of the Securities and Exchange Act of 1934, and which seeks 
unspecified damages on behalf of a purported class of purchasers of 
3Com common stock during the period from April 23, 1997 through 
November 5, 1997.  The Company has filed a motion to dismiss the 
complaint. 

In October 1998, a putative securities class action lawsuit, captioned 
Adler v. 3Com Corporation, et al., Civil Action No. CV777368 (Adler), 
was filed against the Company and certain of its officers and 
directors in the California Superior Court, Santa Clara County, 
asserting the same class period and factual allegations as the Reiver 
action.  The complaint alleges violations of Sections 25400 and 25500 
of the California Corporations Code and seeks unspecified damages.  
The Company plans to file a motion to dismiss this action.

In January 1998, two purported shareholder complaints relating to the 
Company's June 1997 merger with U.S. Robotics, captioned Stanley 
Grossman v. 3Com Corporation, et al., Civil Action No. CV771335, and 
Jason v. 3Com Corporation, et al., Civil Action No. CV771713, were 
filed in California Superior Court, Santa Clara County.  The actions 
allege that 3Com, several of its officers and directors, and several 
former U.S. Robotics officers violated Sections 11 and 15 of the 
Securities Act of 1933 by making alleged misrepresentations and 
omissions in a May 8, 1997 registration statement.  The complaints 
seek damages in an unspecified amount on behalf of a purported class 
of persons who received the Company's stock during the merger pursuant 
to the registration statement.  On September 25, 1998, the Delaware 
Chancery Court issued an injunction preventing plaintiffs from 
proceeding with these actions, finding that plaintiffs' claims are 
barred by a settlement in a prior action.  On March 15, 1999, the 
Delaware Chancery Court issued an order denying a motion by plaintiffs 
to set aside the settlement in the prior action.

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

In October 1998, two shareholder derivative actions purportedly on 
behalf of the Company, captioned Shaev v. Barksdale, et al., Civil 
Action No. 16721-NC, and Blum v. Barksdale, et al., Civil Action No. 
16733-NC, were filed in Delaware Chancery Court.  The complaints 
allege that the Company's directors breached their fiduciary duties to 
the Company through the issuance of and disclosures concerning stock 
options.  The Company is named solely as a nominal defendant, against 
whom the plaintiffs seek no recovery.  The Company and the individual 
defendants have filed a motion to dismiss these actions.

Intellectual Property Litigation
On April 28, 1997, Xerox Corporation filed suit against U.S. Robotics 
Corporation and U.S. Robotics Access Corp. in the United States 
District Court for the Western District of New York.  The case is now 
entitled: Xerox Corporation v. U.S. Robotics Corporation, U.S. 
Robotics Access Corp., Palm Computing, Inc. and 3Com Corporation, 
Civil Action No. 97-CV-6182T.  The complaint alleges willful 
infringement of a United States patent relating to computerized 
interpretation of handwriting.  The complaint further prays for 
unspecified damages and injunctive relief.  Xerox has asserted that 
Graffiti software and certain products of Palm Computing, Inc. 
infringe the patent.  

Consumer Litigation
A putative consumer class action pending against the Company and U.S. 
Robotics in the California Superior Court, Marin County, Bendall, et 
al. v. U.S. Robotics Corporation, et al., Civil Action No. 170441, 
arising out of the purchase of x2 products and products upgradeable to 
x2 technology, was coordinated with a previously filed individual 
action in the California Superior Court, San Francisco County, 
Intervention Inc. v. U.S. Robotics Corporation, Civil Action 
No. 984352.  The coordinated proceeding (Case number CV769903) is 
pending in the California Superior Court, Santa Clara County.  Two 
putative consumer class action lawsuits pending against the Company 
and U.S. Robotics in Cook County, Illinois arising out of the same 
facts as those alleged in the California cases are stayed, Lippman, et 
al. v. 3Com, Civil Action No. 97 CH 09773, and Michaels, et al. v. 
U.S. Robotics Access Corporation, et al., Civil Action 
No. 97 CH 14417.  A class has not been certified, and discovery is 
under way. 


Item 2.	Changes in Securities

	None.

Item 3.	Defaults Upon Senior Securities and Use of Proceeds

	None.

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

	None.

Item 5.	Other Information

	None.


Item 6.	Exhibits and Reports on Form 8-K

	(a)	Exhibits

	Exhibit
        Number  Description
        ------  -----------
	3.1	Certificate of Incorporation (13)
        3.2     Certificate of Correction Filed to Correct a Certain
                Error in the Certificate of Incorporation (13)
	3.3	Certificate of Merger (13)
	3.4	Bylaws of 3Com Corporation, As Amended 
        4.1     Amended and Restated Rights Agreement dated December 31,
                1994 (Exhibit 10.27 to Form 10-Q) (6)
        4.2     Amended and Restated Senior Notes Agreement between U.S.
                Robotics Corporation, Metropolitan Life Insurance Company,
                The Northwestern Mutual Life Insurance Company, and
                Metropolitan Property and Casualty Insurance Company (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    Second Amended and Restated 1984 Employee Stock Purchase
                Plan (Exhibit 10.5 to Form 10-Q) (8)*
        10.5    3Com Corporation Director Stock Option Plan, as amended
                (Exhibit 19.3 to Form 10-Q) (4)*
        10.6    Amended 3Com Corporation Director Stock Option Plan
                (Exhibit 10.8 to Form 10-Q) (8)*
        10.7    3Com Corporation Restricted Stock Plan, as amended
                (Exhibit 10.17 to Form 10-Q) (8)*
	10.8	1994 Stock Option Plan (Exhibit 10.22 to Form 10-K) (5)*
	10.9	Lease Agreement between BNP Leasing Corporation, as Landlord,
                and 3Com Corporation, as Tenant, effective as of November 20,
                1996 (Exhibit 10.37 to Form 10-Q) (10)
        10.10   Purchase Agreement between BNP Leasing Corporation and 3Com
                Corporation, effective as of November 20, 1996 (Exhibit 10.38
                to Form 10-Q) (10)
        10.11   Agreement and Plan of Reorganization among 3Com Corporation,
                OnStream Acquisition Corporation and OnStream Networks, Inc.
                dated as of October 5, 1996 (Exhibit 2.1 to Form S-4) (9)
	10.12	Lease Agreement between BNP Leasing Corporation, as Landlord,
                and 3Com Corporation, as Tenant, effective as of February 3,
                1997 for the Combined Great America Headquarters site
                (Exhibit 10.19 to Form 10-Q) (12)
        10.13   Purchase Agreement between BNP Leasing Corporation and 3Com
                Corporation, effective as of February 3, 1997 for the
                Combined Great America Headquarters site (Exhibit 10.20 to 
                Form 10-Q) (12)
        10.14   Credit Agreement dated as of December 20, 1996 among 3Com
                Corporation, Bank of America National Trust and Savings
                Association, as Agent, and the Other Financial Institutions
                Party Hereto Arranged by BA Securities, Inc. (Exhibit 10.21
                to Form 10-Q) (12)
        10.15   Amended and Restated Agreement and Plan of Merger by and
                among 3Com Corporation, TR Acquisitions Corporation, 3Com
                (Delaware) Corporation, and U.S. Robotics Corporation, dated
                as of February 26, 1997 and amended as of March 14, 1997 (11)
	10.16	Lease Agreement between BNP Leasing Corporation, as Landlord,
                and 3Com Corporation, as Tenant, effective as of July 25,
                1997 for the Great America Phase III (PAL) site (13)
        10.17   Purchase Agreement between BNP Leasing Corporation and 3Com
                Corporation, effective as of July 25, 1997 for the Great 
                America Phase III (PAL) site (13)
	10.18	Lease Agreement between BNP Leasing Corporation, as Landlord,
                and 3Com Corporation, as Tenant, effective as of July 29,
                1997 for the Marlborough site (13)
        10.19   Purchase Agreement between BNP Leasing Corporation and 3Com
                Corporation, effective as of July 29, 1997 for the
                Marlborough site (13)
	10.20	Lease Agreement between BNP Leasing Corporation, as Landlord,
                and 3Com Corporation, as Tenant, effective as of August 11,
                1997 for the Rolling Meadows site (13)
        10.21   Purchase Agreement between BNP Leasing Corporation and 3Com
                Corporation, effective as of August 11, 1997 for the Rolling 
                Meadows site (13)
	10.22	First Amendment to Credit Agreement (13)
-----------------------------------------------------------------------------

	*	Indicates a management contract or compensatory plan.

        (1)     Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to Registrant's Registration Statement on 
Form S-1 filed on  January 25, 1984 (File No. 2-89045)
        (2)     Incorporated by reference to Exhibit 10.2 to Registrant's
Registration Statement on Form S-4 filed on August 31, 1987 (File No. 33-
16850)
        (3)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-K filed
on August 27, 1991 (File No. 0-12867)
        (4)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
January 10, 1992 (File No. 0-12867)
        (5)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-K filed
on August 31, 1994 (File No. 0-12867) 
        (6)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
on January 13, 1995 (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 May 16, 1995 (File No. 0-19550)
        (8)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q, filed
on January 15, 1996 (File No. 0-12867)
        (9)     Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-4, originally filed on October 11, 1996 (File No. 333-
13993)
        (10)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q filed
on January 13, 1997 (File No. 0-12867)
        (11)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Registration
Statement on Form S-4, filed on March 17, 1997 (File No. 333-23465)
        (12)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q, filed
on April 11, 1997 (File No. 0-12867)
        (13)    Incorporated by reference to the Exhibit identified in
parentheses previously filed as an Exhibit to Registrant's Form 10-Q, filed
on October 14, 1997 (File No. 0-12867)

	(b)	Reports on Form 8-K

                None






                                Signatures



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


                                3Com Corporation
                                (Registrant)



Dated: April 7, 1999            By: /s/ Christopher B. Paisley
       -------------                ----------------------------------
                                        Christopher B. Paisley
                                        Senior Vice President, Finance
                                        and Chief Financial Officer
                                        (Principal Financial and
                                        Accounting Officer)