EXHIBIT 10.23

	FIRST AMENDMENT TO CREDIT AGREEMENT


	THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the 
"Amendment"), dated as of August 28, 1997, is entered into by 
and among 3COM CORPORATION (the "Company"), BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for itself 
and the Banks (the "Agent"), and the several financial 
institutions party to the Credit Agreement (collectively, the 
"Banks"). 


	RECITALS

	A.  The Company, Banks, and Agent are parties to a Credit 
Agreement dated as of December 20, 1996 (the "Credit 
Agreement"), pursuant to which the Agent and the Banks have 
extended certain credit facilities to the Company and its 
Subsidiaries.

	B.  The Company has requested that the Banks agree to 
certain amendments of the Credit Agreement.

	C.  The Banks are willing to amend the Credit Agreement, 
subject to the terms and conditions of this Amendment.

	NOW, THEREFORE, for valuable consideration, the receipt 
and adequacy of which are hereby acknowledged, the parties 
hereto hereby agree as follows:

	1.  Defined Terms.  Unless otherwise defined herein, 
capitalized terms used herein shall have the meanings, if any, 
assigned to them in the Credit Agreement.

	2.  Amendments to Credit Agreement.

	    (a)  Section 1.01 of the Credit Agreement shall be 
amended at the defined term "Applicable Rate" by amending and 
restating such defined term in its entirety as follows:

	    "'Applicable Rate' means, for any day, with 
respect to any Offshore Rate Loan or Base Rate Loan 
and the commitment and letter of credit fees payable 
hereunder, as the case may be, the lower of the 
applicable rates per annum set forth in the chart 
below under the caption "Base Rate Margin," 
"Offshore Rate Margin," "Commitment Fee," 
"Performance Standby Letter of Credit Fee," and 
"Financial Standby Letter of Credit Fee," as the 
case may be, based upon the respective Performance 
Levels in effect under Test I or Test II; provided, 
however, that Performance Level 1and Performance 
Level 2 shall apply only if both Test I and Test II 
are each met for such Performance Levels.


Performance Level 1
-------------------

Test I
Adjusted Leverage Ratio
< 0.10 to 1.00 and

Test II
Rating of A or A2 or better

Interest Margin
Base Rate Margin
0.00000%

Interest Margin
Offshore Rate Margin
0.20000%

Commitment Fee
0.06500%

Performance Standby Letter of Credit Fee
0.10000%

Financial Standby Letter of Credit Fee
0.20000%


Performance Level 2
-------------------

Test I
Adjusted Leverage Ratio
< 0.10 to 1.00 and

Test II
Rating of A- or A3

Interest Margin
Base Rate Margin
0.00000%

Interest Margin
Offshore Rate Margin
0.22500%

Commitment Fee
0.07500%

Performance Standby Letter of Credit Fee
0.11250%

Financial Standby Letter of Credit Fee
0.22500%


Performance Level 3
-------------------

Test I
Adjusted Leverage Ratio
< 0.10 to 1.00 or

Test II
Rating of BBB+ or Baa1

Interest Margin
Base Rate Margin
0.00000%

Interest Margin
Offshore Rate Margin
0.25000%

Commitment Fee
0.08500%

Performance Standby Letter of Credit Fee
0.12500%

Financial Standby Letter of Credit Fee
0.25000%


Performance Level 4
-------------------

Test I
Adjusted Leverage Ratio
< 0.25 to 1.00 but >= .10 to 1.00 or
                  
Test II
Rating of BBB or Baa2

Interest Margin
Base Rate Margin
0.00000%

Interest Margin
Offshore Rate Margin
0.31250%

Commitment Fee
0.10000%

Performance Standby Letter of Credit Fee
0.15625%

Financial Standby Letter of Credit Fee
0.31250%


Performance Level 5
-------------------

Test I
Adjusted Leverage Ratio
< 0.30 to 1.00 but >= 0.25 to 1.00 or
              
Test II
Rating of BBB- or Baa3

Interest Margin
Base Rate Margin
0.00000%

Interest Margin
Offshore Rate Margin
0.37500%

Commitment Fee
0.12500%

Performance Standby Letter of Credit Fee
0.18750%

Financial Standby Letter of Credit Fee
0.37500%


Performance Level 6
-------------------

Test I
Adjusted Leverage Ratio
>= 0.30 to 1.00 or

Test II
Rating of BB+ or Ba1 or lower

Interest Margin
Base Rate Margin
0.00000%

Interest Margin
Offshore Rate Margin
0.50000%

Commitment Fee
0.17500%

Performance Standby Letter of Credit Fee
0.25000%

Financial Standby Letter of Credit Fee
0.50000%

	The applicable Performance Level under Test I 
as of any day shall be determined by reference to 
the Adjusted Leverage Ratio as of the last day of 
the fiscal quarter most recently ended on or prior 
to such day, and any change in the Test I 
Performance Level shall become effective upon the 
delivery to the Agent of the Compliance Certificate 
required to accompany the financial statements 
delivered pursuant to Section 7.01 upon which such 
change is based, which Compliance Certificate shall 
set forth in reasonable detail the calculation of 
the Adjusted Leverage Ratio.  In the event the 
financial statements required to be delivered under 
Section 7.01 (or the Compliance Certificate required 
to accompany such statements) are not delivered on 
or prior to the date due, the Adjusted Leverage 
Ratio shall be deemed to be at Performance Level 6 
for purposes of Test I during the period from the 
applicable due date to the date when such financial 
statements and the accompanying Compliance 
Certificate are delivered.

	The applicable Performance Level under Test II 
as of any day shall be determined by reference to 
the Ratings by Moody's and S&P, respectively, 
applicable on such day to the Index Debt.  For 
purposes of determining such Performance Level, 
(a) if either Moody's or S&P shall not have in 
effect a Rating for the Index Debt, then the 
Applicable Rates shall be determined solely with 
reference to the available Rating; (b) if the 
Ratings established or deemed to have been 
established by Moody's and S&P for the Index Debt 
shall indicate different Performance Levels, the 
Applicable Rate shall be based on the higher of the 
two Ratings; and (c) if the Rating established or 
deemed to have been established by Moody's or S&P 
for the Index Debt shall be changed (other than as a 
result of a change in the rating system of Moody's 
or S&P), such change shall be effective as of the 
date on which it is first announced by the 
applicable rating agency.  If the rating system of 
Moody's or S&P shall change, or if both such rating 
agencies shall cease to be in the business of rating 
corporate debt obligations, the Company and the 
Banks shall negotiate in good faith to amend this 
definition to reflect such changed rating system or 
the unavailability of Ratings from such rating 
agencies and, pending the effectiveness of any such 
amendment, the Applicable Rate shall be determined 
at any time solely by reference to the Test I 
Performance Level in effect at such time.

	Each change in the Applicable Rate shall apply 
during the period commencing on the effective date 
of such change and ending on the date immediately 
preceding the effective date of the next such 
change.  Notwithstanding the foregoing, at any time 
prior to the time the first delivery of financial 
statements under Section 7.01 after the Effective 
Date, as defined in the First Amendment to Credit 
Agreement among the Company, the Agent and the 
Banks, the Applicable Rate shall be determined as if 
the Adjusted Leverage Ratio were at Performance 
Level 4." 

	    (b)  Section 8.16 of the Credit Agreement shall be 
amended and restated in its entirety so as to read as follows:

"8.16  Tangible Net Worth.  The Company shall not 
permit its Tangible Net Worth, on a consolidated 
basis, at the end of any fiscal quarter to be less 
than the sum of (i) $1,800,000,000, plus (ii) 50% of 
the Company's consolidated net income (but without 
deducting any net losses for any period) earned in 
each fiscal quarter, starting with the quarter ending 
August 31, 1997, and ending with the quarter which, 
at such time, is the most recently ended fiscal 
quarter, less (iii) (without duplication) 100% of 
restructuring and acquisition charges related to 
Acquisitions permitted hereunder (if they are 
expensed in the same fiscal quarter as such 
Acquisition is completed) from and after the Closing 
Date."

	    (c) Schedule 2 to the Compliance Certificate
shall be amended and restated in its entirety so as to read
as set forth in Schedule 2 attached hereto.

	3.  Representations and Warranties.  The Company hereby 
represents and warrants to the Agent and the Banks as follows:

	    (a)  No Default or Event of Default has occurred and 
is continuing. 

	    (b)  The execution, delivery and performance by the 
Company of this Amendment have been duly authorized by all 
necessary corporate and other action and do not and will not 
require any registration with, consent or approval of, notice 
to or action by, any Person (including any Governmental 
Authority) in order to be effective and enforceable.  The 
Credit Agreement as amended by this Amendment constitutes the 
legal, valid and binding obligations of the Company, 
enforceable against it in accordance with its respective 
terms, without defense, counterclaim or offset.  

	    (c)  All representations and warranties of the 
Company contained in the Credit Agreement, as amended hereby, 
are true and correct.

	    (d)  The Company is entering into this Amendment on 
the basis of its own investigation and for its own reasons, 
without reliance upon the Agent, the Banks or any other 
Person.

	4.  Effective Date.  This Amendment will become 
effective as of the date first above written (the "Effective 
Date"), provided that the Agent has received from the Company 
and each of the Banks a duly executed original (or, if elected 
by the Agent, an executed facsimile copy) of this Amendment.

	5.  Reservation of Rights.  The Company acknowledges and 
agrees that the execution and delivery by the Agent and the 
Banks of this Amendment shall not be deemed to create a course 
of dealing or otherwise obligate the Agent or the Banks to 
execute similar amendments under the same or similar 
circumstances in the future.

	6.  Miscellaneous.

	    (a)  Except as herein expressly amended, all terms, 
covenants and provisions of the Credit Agreement are and shall 
remain in full force and effect and all references therein to 
such Credit Agreement shall henceforth refer to the Credit 
Agreement as amended by this Amendment.  This Amendment shall 
be deemed incorporated into, and a part of, the Credit 
Agreement.

	    (b)  This Amendment shall be binding upon and inure 
to the benefit of the parties hereto and thereto and their 
respective successors and assigns.  No third party 
beneficiaries are intended in connection with this Amendment.

	    (c)  This Amendment shall be governed by and 
construed in accordance with the law of the State of 
California.

	    (d)  This Amendment may be executed in any number of 
counterparts, each of which shall be deemed an original, but 
all such counterparts together shall constitute but one and 
the same instrument.  Each of the parties hereto understands 
and agrees that this document (and any other document required 
herein) may be delivered by any party thereto either in the 
form of an executed original or an executed original sent by 
facsimile transmission to be followed promptly by mailing of a 
hard copy original, and that receipt by the Agent of a 
facsimile transmitted document purportedly bearing the 
signature of a Bank or the Company shall bind such Bank or the 
Company, respectively, with the same force and effect as the 
delivery of a hard copy original.  Any failure by the Agent to 
receive the hard copy executed original of such document shall 
not diminish the binding effect of receipt of the facsimile 
transmitted executed original of such document of the party 
whose hard copy page was not received by the Agent.

	    (e)  This Amendment, together with the Credit 
Agreement, contains the entire and exclusive agreement of the 
parties hereto with reference to the matters discussed herein 
and therein.  This Amendment supersedes all prior drafts and 
communications with respect thereto.  This Amendment may not 
be amended except in accordance with the provisions of 
Section 11.01 of the Credit Agreement.

	    (f)  If any term or provision of this Amendment 
shall be deemed prohibited by or invalid under any applicable 
law, such provision shall be invalidated without affecting the 
remaining provisions of this Amendment or the Credit 
Agreement, respectively.

	    (g)  The Company covenants to pay to or reimburse 
the Agent, upon demand, for all costs and expenses (including 
reasonable Attorney Costs) incurred in connection with the 
development, preparation, negotiation, execution and delivery 
of this Amendment.

		IN WITNESS WHEREOF, the parties hereto have executed 
and delivered this Amendment as of the date first above 
written.


		    3COM CORPORATION


                    By: /s/ Mark D. Michael
                    ----------------------------
                            Mark D. Michael
                   
                    Title:  SVP, General Counsel & Secretary


		    By:     

		    Title:  



		    BANK OF AMERICA NATIONAL 
		    TRUST AND SAVINGS ASSOCIATION, 
		    as Agent


                    By: /s/ Roger J. Fleischmann
                    -------------------------------
                            Roger J. Fleischmann

                    Title:  Vice President



		    BANK OF AMERICA NATIONAL 
		    TRUST AND SAVINGS ASSOCIATION, 
		    as a Bank


                    By: /s/ Roger J. Fleischmann
                    -------------------------------
                            Roger J. Fleischmann

                    Title:  Vice President



		    ALLIED IRISH BANKS, p.l.c.


                    By: /s/ Martin Slattery
                    ----------------------------
                            Martin Slattery

                    Title:  Senior Manager



		    CITICORP USA, INC.


                    By: /s/ Steven R. Victorin
                    ----------------------------
                            Steven R. Victorin

                    Title:  Attorney-in-Fact



		    MARINE MIDLAND BANK


                    By: /s/ William Holland
                    ----------------------------
                            William Holland

                    Title:  Vice President



		    MORGAN GUARANTY TRUST 
		    COMPANY OF NEW YORK


                    By: /s/ Kathryn Sayko-Yanes
                    ----------------------------
                            Kathryn Sayko-Yanes

                    Title:  Vice President



		    THE CHASE MANHATTAN BANK


                    By: /s/ Joan F. Garvin
                    ----------------------------
                            Joan F. Garvin

                    Title:  Managing Director




				       Date:                ,
				       For the fiscal quarter/year
				       ended                ,

			      Schedule 2
		    to the Compliance Certificate
			     ($ in 000's) 1/

					     Actual     Required/Permitted

1.  Section 8.15 Adjusted Leverage Ratio.    
    The ratio of:
    A.  Adjusted Total Debt:
	the difference of:
	(i)    Indebtedness 2/
                 plus                       _______
	(ii)   Guaranty Obligations 2/
                 plus                       _______
	(iii)  Synthetic Lease
	       Obligations
                 plus                       _______
	(iv)   L/C Obligations
                 less                       _______
	(v)    Existing Subordinated
               Debt                         _______

        (i)+(ii)+(iii)+(iv)-(v) =           _______

    B.  Total Capital:
	the sum of:
	(i)    Adjusted Total Debt
               (from A above)               _______
                 plus          
	(ii)   Existing Subordinated
               Debt                         _______
		 plus
        (iii)  Shareholders' Equity         _______

        (i)+(ii)+(iii)          =           _______
		  A
                _____           =           _______     Not greater than 0.35

		  B

2.  Section 8.16 Tangible Net Worth.
    Tangible Net Worth                     Not to be less than the sum of:
    The difference of:                     A.                $1,800,000,000

    A.  gross book value of assets                     plus
            less                     ____  B.  50% of consolidated net
                                               income, commencing with
    B.  goodwill, licensing                    the fiscal quarter ending
        agreements, patents,                   8/31/97 and thereafter (not
        trademarks, trade names,               reduced by any quarterly
        organization expense,                  loss)                       ____
	treasury stock, unamortized
        debt discount and premium,                     less
	deferred charges, and other
        like intangibles             ____  C.  (without duplication) all
                                               restructuring and
            less                               acquisition charges
                                               related to permitted
    C.  applicable reserves          ____      Acquisitions and
                                               expended in same fiscal
            less                               quarter as related
                                               Acquisitions from and
    D.  liabilities (including                 after the Closing Date      ____
        accrued and deferred income
        taxes and the Existing                 A + B - C            =      ____
        Subordinated Debt)           _______

    =   A - B - C - D           =    _______

3.  Company to report on compliance
    with Sections 8.01(j), 8.01(k),
    8.01(q), 8.01(r), 8.02(c),
    8.02(d), 8.02(e), 8.03, 8.04(e)
    and 8.10(f) in such reasonable
    detail as the Agent, at the
    request of any Bank, may request
    from time to time
____________
1/  All items determined on a consolidated basis and in accordance with
    GAAP, consistently applied.
2/  See definition of Adjusted Total Debt for certain items excluded.