EXHIBIT 10.8

3Com CORPORATION

DIRECTOR STOCK OPTION PLAN

(As Amended September 28, 1995)

	1.    Purpose.  It is the purpose of this Director 
Stock Option Plan (the "Plan") to enable 3Com CORPORATION 
(the "Company") and its subsidiaries to retain and 
provide incentives to outside directors by offering them 
an opportunity to acquire a proprietary interest in the 
Company.

	2.    Eligibility and Administration.  Eligible 
participants shall be limited to outside directors of the 
Company and its subsidiaries.  The Plan shall be 
administered by a committee of the Company's Board of 
Directors (the "Board") consisting of its directors who 
are also employees of the Company.  The Board and such 
committee are both referred to as the Board and the 
committee shall have all the powers of the Board 
hereunder, including, without limitation, the authority 
to, from time to time, establish guidelines (the 
"Guidelines") that determine the number of shares to be 
subject to the options granted under the Plan, subject to 
the per option limits set forth in  Sections 4(b) and 
4(c) and the restriction on amendment of the Guidelines 
set forth in Section 9.  The Guidelines must (i) provide 
that on each grant date,  the number of shares of Common 
Stock subject to each option automatically granted 
pursuant to Section 4(b) or 4(c), as the case may be, 
shall be equal for each eligible participant, subject to 
distinctions based on the outside director's position as 
Chairman of the Board, designation as the "lead" outside 
director, and service on Board committees, and (ii) not 
cause an outside director who receives an option under 
the Plan to cease to be a "disinterested person" for 
purposes of Rule 16b-3 under the Securities Exchange Act 
of 1934, as amended.  All questions of interpretation of 
the Plan or of any option shall be determined by the 
Board, and such determinations shall be final and binding 
upon all persons having an interest in the Plan or such 
option.

	3.    Shares Subject to Plan.

	      (a)    Subject to adjustment as provided in 
Section 3(b), the maximum number of shares of the 
Company's common stock ("Common Stock") and rights to 
acquire Common Stock that may be issued pursuant to this 
Plan shall be 2,000,000 shares.  Options or shares that 
are issued to participants under the Plan and terminate 
without being exercised shall revert to the status of 
authorized but unissued options or shares under the Plan.

	      (b)  In the event of any stock dividend, stock 
split, reverse stock split, recapitalization, 
combination, reclassification or similar change in the 
capital structure of the Company, appropriate adjustments 
shall be made in the number and class of shares subject 
to the Plan, the Guidelines and the per option limits set 
forth in Section 4, and to any outstanding options 
granted under the Plan, and in the exercise price of such 
outstanding options.

	4.    Rights Issuable Under the Plan.

	       (a)  During the term of the Plan, eligible 
participants shall be granted options to acquire shares 
of the Common Stock of the Company ("Options") as 
provided in this Section 4.  Each Option shall be 
exercisable immediately as to all shares of Common Stock 
subject to the Option and shall vest in 24 monthly 
increments.  All Options shall be subject to the terms 
and conditions set forth in the form of Nonqualified 
Stock Option Agreement attached hereto as Exhibit 1; 
provided, however, that the Board may at the time of 
grant of any Option make such modifications to such terms 
and conditions as are otherwise in compliance with the 
restrictions contained in the Plan.

	      (b)  The Board shall grant an Option to 
purchase that number of shares as may be specified in the 
Guidelines then currently in effect (the "Guideline 
Amount") for service on the Board, not to exceed 60,000 
shares of Common Stock (or 80,000 shares if the 
participant is the Chairman of the Board on the date of 
grant), to each eligible participant at the first Board 
meeting following the date upon which he or she first 
becomes eligible.  Thereafter, the Board shall grant an 
additional Option to purchase that number of shares equal 
to the Guideline Amount for service on the Board, not to 
exceed 60,000 shares of Common Stock (or 80,000 shares if 
the participant is the Chairman of the Board on the date 
of grant), to an eligible participant following the 
vesting in full of the Option of that eligible 
participant most recently granted under this Section 4(b) 
for service on the Board.  Such additional grant shall be 
made at the first Board meeting following the vesting in 
full of such most recently granted Option.

	      (c)  In addition to the Options granted by the 
Board pursuant to Section 4(b), the Board shall grant an 
Option to purchase that number of shares equal to the 
Guideline Amount for service on a Standing Committee, not 
to exceed 24,000 shares of Common Stock, to each eligible 
participant serving on a Standing Committee of the Board 
at the first meeting of the Board occurring on or after 
the date on which he or she begins to serve on a Standing 
Committee.   A Standing Committee shall mean either the 
Audit Committee or the Compensation Committee of the 
Board.  Thereafter, the Board shall grant an additional 
Option to purchase that number of shares equal to the 
Guideline Amount for service on a Standing Committee, not 
to exceed 24,000 shares of Common Stock, to each eligible 
participant who continues to serve on a Standing 
Committee following the vesting in full of the Option of 
that eligible participant most recently granted under 
this Section 4(c).  Such additional grant shall be made 
at the first Board meeting following the vesting in full 
of such most recently granted Option.

	5.    Consideration.  The exercise price for Options 
shall be payable by (i) delivery of cash or check, (ii) 
tender of shares of Common Stock having a fair market 
value equivalent to the purchase or exercise price, or 
(iii) delivery of a promissory note payable to the 
Company; provided, however, that the Board may impose at 
the time of any grant of rights hereunder such 
restrictions on the exchange of Common Stock or delivery 
of a promissory note as the Board may deem appropriate or 
necessary and that any promissory note shall be secured 
by such collateral as is required by the attached form of 
Nonqualified Stock Option Agreement, or as the Board 
shall otherwise determine at the time of grant.

	6.    Exercise Price.  The exercise price payable 
upon exercise of any Option shall be equal to the fair 
market value of a share of Common Stock as determined by 
the Board on the date of grant.

	7.    Limitation on Exercisability.  No right 
granted hereunder shall be exercisable for a period of 
more than five years after the date of grant.

	8.    Restriction on Transfer of Options.  No Option 
may be transferred in any manner whatsoever, other than 
by the laws of descent and distribution.  Options may be 
exercised during the lifetime of the optionee only by the 
optionee.

	9.    Termination or Amendment.  The Board, 
including any duly appointed committee of the Board, may 
terminate or amend the Plan at any time; provided, 
however, that without the approval of the shareholders of 
the Company, there shall be (a) no increase in the total 
number of shares of stock covered by the Plan (except by 
operation of the provision of Section 3, above), and (b) 
no expansion in the class of persons eligible to receive 
Options; and provided, further, that the provisions of 
the Plan addressing eligibility to participate in the 
Plan and the amount, price and timing of grants of 
Options (including changes to the Guidelines) shall not 
be amended more than once every six (6) months, other 
than to comport to changes in the Internal Revenue Code 
of 1986, as amended, or the rules thereunder.  In any 
event, no amendment may adversely affect any then 
outstanding Option, or any unexercised portion thereof, 
without the consent of the optionee.