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                                                                    EXHIBIT 10.5

                            SECOND AMENDMENT TO THE
                           U.S. ROBOTICS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     The U.S. Robotics Corporation Employee Stock Purchase Plan (the "Plan") is
hereby amended, effective October 1, 1995, as follows:

      1. Section 3(b) of the Plan shall be amended to read as follows:

           "An employee who is subject to Section 16 of the Securities Exchange
      Act of 1934 and is a highly compensated employee (within the meaning of
      Section 414(q) of the Code) shall not be eligible to participate in the
      Plan; and"

      2. Section 6(a) of the Plan shall be amended to read as follows:

           "A Participant shall pay for the shares of Common Stock authorized
      for in his Subscription Agreement by electing to authorize payroll
      deductions for the purchase price of said shares, to be made beginning
      the first pay period following the Subscription Date and ending the last
      pay period of the Subscription Period.  Such payroll deduction shall be
      any percentage equal to a whole number equal to or less than ten (10)
      multiplied by one percent (1%) of the Compensation of the Participant
      (but not less than $30.00 per biweekly payroll or $15.00 per weekly
      payroll, whichever is applicable), or any specified even dollar amount,
      up to but not more than ten percent (10%) of his Compensation for the
      Subscription Period.  In addition to the foregoing, if a Participant is
      employed by a subsidiary of the Company that has been formed under the
      laws of any foreign country, or if the Participant's employment is based
      in Canada, the Participant may, in lieu of the foregoing, elect to to
      make, on or before ten (10) days prior to the Price Date (as defined in
      subsection 6(b)), a lump sum payment for the purchase price of said
      shares, of not more than ten percent (10%) of the Participant's
      Compensation for the period between the next preceding Subscription Date
      and the Price Date."

     3. The Plan shall be amended in its entirety, including in Section 6(b),
7, 8, 9, 11, 16, and 17 (but excluding Section 21 which permits a lump sum
payment upon a Participant's death, which may continue to be made as provided
therein), to clarify that any references therein to "lump sum payments" or
"lump sum deposits" shall have the meaning necessary to effectuate the purposes
of the amendment so Section 6(a) of the Plan as set forth above.

     IN WITNESS WHEREOF, U.S. Robotics Corporation has caused this Amendment to
be executed by its officer hereto duly authorized this 10th day of August,
1995.
                              
                               U.S. ROBOTICS CORPORATION,
                               a Delaware corporation
                               
                               
                               By:      /s/ Mark Remissong                     
                                     ------------------------------------------
                                                                               
                               Its:  Vice President and Chief Financial Officer