<PAGE>
          As filed with the Securities and Exchange Commission on April 13, 2000
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                3COM CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                             ----------------------

           DELAWARE                                            94-2605794
(STATE OR OTHER JURISDICTION OF      3COM CORPORATION       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                               5400 BAYFRONT PLAZA
                           SANTA CLARA, CA 95052-8145
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             ----------------------

                             CALL TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN
                              (FULL TITLE OF PLANS)

                             ----------------------

                                 MARK D. MICHAEL
                        SENIOR VICE PRESIDENT, SECRETARY
                               AND GENERAL COUNSEL
                                3COM CORPORATION
                               5400 BAYFRONT PLAZA
                           SANTA CLARA, CA 95052-8145
                                 (408) 326-5000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                          PROPOSED               PROPOSED
                                                                           MAXIMUM                MAXIMUM
                 TITLE                             AMOUNT                 OFFERING               AGGREGATE            AMOUNT OF
            OF SECURITIES TO                       TO BE                    PRICE                OFFERING           REGISTRATION
             BE REGISTERED                      REGISTERED (1)          PER SHARE (2)            PRICE(2)                FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                      <C>                 <C>                     <C>
 Common  Stock  $0.01  par  value,  to be
 issued  under  the  Call   Technologies,
 Inc. 1998 Stock Incentive Plan........         145,135  shares           $ 3.80                 $ 551,513.00          $145.60

====================================================================================================================================
</TABLE>
  (1) This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable upon exercise of options granted under
      the Call Technologies, Inc. 1998 Stock Incentive Plan by reason of any
      stock dividend, stock split, recapitalization or other similar transaction
      effected without the receipt of consideration which results in an increase
      in the number of the outstanding shares of Common Stock of 3Com
      Corporation.
  (2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended, solely for the purpose of calculating the registration fee.
      Computation based upon the weighted average exercise price per share of
      $3.80.

================================================================================
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      3Com Corporation (the "Company" or "Registrant") hereby incorporates by
reference in this registration statement the following documents:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended May 28, 1999, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's latest fiscal year.

      (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended August 27, 1999, November 26, 1999 and February 25, 2000,
filed pursuant to Section 13(a) of the Exchange Act.

      (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange Act on
September 18, 1984, including any amendment or report filed for the purpose of
updating such description.

      (d)  The description of certain Common Stock Purchase Rights that at the
present time are represented by and may only be transferred with the Company's
Common Stock, which description is contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
September 22, 1989 pursuant to the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such


                                      II-1
<PAGE>

Certificate of Incorporation also provides that no amendment or repeal of such
Certificate shall apply to or have any effect on the right to indemnification
permitted or authorized thereunder for or with respect to claims asserted
before or after such amendment or repeal arising from acts or omissions
occurring in whole or in part before the effective date of such amendment or
repeal.

      The Registrant's Bylaws provide that the Registrant shall indemnify to
the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she was or is a director,
officer or employee of the Registrant or any predecessor of the Registrant or
serves or served any other enterprise as a director, officer or employee at the
request of the Registrant or any predecessor of the Registrant.

      The Registrant has entered into indemnification agreements with its
directors and certain of its officers.

      The Registrant maintains insurance on behalf of any person who is a
director or officer against any loss arising from any claim asserted against
such person and expense incurred by such person in any such capacity, subject
to certain exclusions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

      4.1    Call Technologies, Inc. Amended and Restated 1998 Stock Incentive
             Plan, and forms of agreements used thereunder.

      5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional
             Corporation, as to legality of securities being registered.

      23.1   Consent of Deloitte & Touche LLP, Independent Auditors.

      23.2   Consent of Wilson Sonsini Goodrich & Rosati, Professional
             Corporation (contained in Exhibit 5.1).

      24.1   Power of Attorney (see page II-5).

ITEM 9. UNDERTAKINGS

      (a)    Rule 415 Offering

      The undersigned registrant hereby undertakes:

      (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.


                                      II-2
<PAGE>

      (2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (3)    To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

      (b)    Filings incorporating subsequent Exchange Act documents by
reference

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

      (h)    Request for acceleration of effective date or filing of
registration statement on Form S-8

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, 3Com Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on the 13th day of April, 2000.

                                        3COM CORPORATION



                                        By: /s/ ERIC A. BENHAMOU
                                            ---------------------------------
                                            Eric A. Benhamou
                                            Chairman of the Board and
                                            Chief Executive Officer





                                      II-4
<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric A. Benhamou and Christopher B.
Paisley, and each of them, acting individually, as his attorney-in-fact, with
full power of substitution, for him and in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments) on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming his signature as it may be signed
by said attorney to any and all amendments to the Registration Statement.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                   Signature                                         Title                                Date
------------------------------------------------  -------------------------------------------    ------------------------
<S>                                              <C>                                                <C>
/s/ ERIC A. BENHAMOU                              Chairman of the Board and Chief Executive          April 13, 2000
------------------------------------------------  Officer (Principal Executive Officer)
                 Eric A. Benhamou


/s/ CHRISTOPHER B. PAISLEY                        Senior Vice President, Finance and Chief           April 13, 2000
------------------------------------------------  Financial Officer (Principal Financial and
             Christopher B. Paisley               Accounting Officer)


/s/ CASEY G. COWELL                               Director                                           April 13, 2000
------------------------------------------------
                Casey G. Cowell


/s/ JAMES E. COWIE                                Director                                           April 13, 2000
------------------------------------------------
                 James E. Cowie


/s/ DAVID W. DORMAN                               Director                                           April 13, 2000
------------------------------------------------
                David W. Dorman


/s/ JEAN-LOUIS GASSEE                             Director                                           April 13, 2000
------------------------------------------------
               Jean-Louis Gassee


/s/ PHILIP C. KANTZ                               Director                                           April 13, 2000
------------------------------------------------
                Philip C. Kantz


                                                  Director                                           April 13, 2000
------------------------------------------------
                Paul G. Yovovich


                                                  Director                                           April 13, 2000
------------------------------------------------
               William F. Zuendt
</TABLE>

                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
         Exhibit
         Number                                                      Description
    -----------------  ----------------------------------------------------------------------------------------------------
    <S>               <C>
          4.1           Call Technologies, Inc. Amended and Restated 1998 Stock Incentive Plan, and forms
                        of agreements used thereunder.

          5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality
                        of securities being registered.

         23.1           Consent of Deloitte & Touche LLP, Independent Auditors.

         23.2           Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in
                        Exhibit 5.1).

         24.1           Power of Attorney (see page II-5).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17117}]
{"company-data": {"conformed-name": "3COM CORP", "cik": "0000738076", "assigned-sic": "3576", "irs-number": "942605794", "state-of-incorporation": "CA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34726", "film-number": "600591"}, "business-address": {"street1": "5400 BAYFRONT PLZ", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8145", "phone": "4087645000"}, "mail-address": {"street1": "5400 BAYFRONT PLAZA", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8145"}}
As filed with the Securities and Exchange Commission on April 13, 2000
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                                3COM CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                             ----------------------

           DELAWARE                                            94-2605794
(STATE OR OTHER JURISDICTION OF      3COM CORPORATION       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                               5400 BAYFRONT PLAZA
                           SANTA CLARA, CA 95052-8145
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             ----------------------

                             CALL TECHNOLOGIES, INC.
                            1998 STOCK INCENTIVE PLAN
                              (FULL TITLE OF PLANS)

                             ----------------------

                                 MARK D. MICHAEL
                        SENIOR VICE PRESIDENT, SECRETARY
                               AND GENERAL COUNSEL
                                3COM CORPORATION
                               5400 BAYFRONT PLAZA
                           SANTA CLARA, CA 95052-8145
                                 (408) 326-5000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          PROPOSED               PROPOSED
                                                                           MAXIMUM                MAXIMUM
                 TITLE                             AMOUNT                 OFFERING               AGGREGATE            AMOUNT OF
            OF SECURITIES TO                       TO BE                    PRICE                OFFERING           REGISTRATION
             BE REGISTERED                      REGISTERED (1)          PER SHARE (2)            PRICE(2)                FEE
------------------------------------------------------------------------------------------------------------------------------------
Common  Stock  $0.01  par  value,  to be
 issued  under  the  Call   Technologies,
 Inc. 1998 Stock Incentive Plan........         145,135  shares           $ 3.80                 $ 551,513.00          $145.60

====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable upon exercise of options granted under
      the Call Technologies, Inc. 1998 Stock Incentive Plan by reason of any
      stock dividend, stock split, recapitalization or other similar transaction
      effected without the receipt of consideration which results in an increase
      in the number of the outstanding shares of Common Stock of 3Com
      Corporation.
  (2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
      as amended, solely for the purpose of calculating the registration fee.
      Computation based upon the weighted average exercise price per share of
      $3.80.

================================================================================
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      3Com Corporation (the "Company" or "Registrant") hereby incorporates by
reference in this registration statement the following documents:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended May 28, 1999, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's latest fiscal year.

      (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended August 27, 1999, November 26, 1999 and February 25, 2000,
filed pursuant to Section 13(a) of the Exchange Act.

      (c)  The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange Act on
September 18, 1984, including any amendment or report filed for the purpose of
updating such description.

      (d)  The description of certain Common Stock Purchase Rights that at the
present time are represented by and may only be transferred with the Company's
Common Stock, which description is contained in the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
September 22, 1989 pursuant to the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement indicating that all
securities offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      As permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"), the Registrant's Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
Registrant or who had agreed at the request of the Registrant's Board of
Directors or an officer of the Registrant to serve as an employee or agent of
the Registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the Registrant to the full extent permitted by the DGCL or any
other applicable laws. Such

                                      II-1
Certificate of Incorporation also provides that no amendment or repeal of such
Certificate shall apply to or have any effect on the right to indemnification
permitted or authorized thereunder for or with respect to claims asserted
before or after such amendment or repeal arising from acts or omissions
occurring in whole or in part before the effective date of such amendment or
repeal.

      The Registrant's Bylaws provide that the Registrant shall indemnify to
the full extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she was or is a director,
officer or employee of the Registrant or any predecessor of the Registrant or
serves or served any other enterprise as a director, officer or employee at the
request of the Registrant or any predecessor of the Registrant.

      The Registrant has entered into indemnification agreements with its
directors and certain of its officers.

      The Registrant maintains insurance on behalf of any person who is a
director or officer against any loss arising from any claim asserted against
such person and expense incurred by such person in any such capacity, subject
to certain exclusions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

      4.1    Call Technologies, Inc. Amended and Restated 1998 Stock Incentive
             Plan, and forms of agreements used thereunder.

      5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional
             Corporation, as to legality of securities being registered.

      23.1   Consent of Deloitte & Touche LLP, Independent Auditors.

      23.2   Consent of Wilson Sonsini Goodrich & Rosati, Professional
             Corporation (contained in Exhibit 5.1).

      24.1   Power of Attorney (see page II-5).

ITEM 9. UNDERTAKINGS

      (a)    Rule 415 Offering

      The undersigned registrant hereby undertakes:

      (1)    To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                                      II-2
(2)    That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (3)    To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

      (b)    Filings incorporating subsequent Exchange Act documents by
reference

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

      (h)    Request for acceleration of effective date or filing of
registration statement on Form S-8

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, 3Com Corporation, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on the 13th day of April, 2000.

                                        3COM CORPORATION

                                        By: /s/ ERIC A. BENHAMOU
                                            ---------------------------------
                                            Eric A. Benhamou
                                            Chairman of the Board and
                                            Chief Executive Officer

                                      II-4
POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eric A. Benhamou and Christopher B.
Paisley, and each of them, acting individually, as his attorney-in-fact, with
full power of substitution, for him and in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments) on Form S-8, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming his signature as it may be signed
by said attorney to any and all amendments to the Registration Statement.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                         Title                                Date
------------------------------------------------  -------------------------------------------    ------------------------
/s/ ERIC A. BENHAMOU                              Chairman of the Board and Chief Executive          April 13, 2000
------------------------------------------------  Officer (Principal Executive Officer)
                 Eric A. Benhamou

/s/ CHRISTOPHER B. PAISLEY                        Senior Vice President, Finance and Chief           April 13, 2000
------------------------------------------------  Financial Officer (Principal Financial and
             Christopher B. Paisley               Accounting Officer)

/s/ CASEY G. COWELL                               Director                                           April 13, 2000
------------------------------------------------
                Casey G. Cowell

/s/ JAMES E. COWIE                                Director                                           April 13, 2000
------------------------------------------------
                 James E. Cowie

/s/ DAVID W. DORMAN                               Director                                           April 13, 2000
------------------------------------------------
                David W. Dorman

/s/ JEAN-LOUIS GASSEE                             Director                                           April 13, 2000
------------------------------------------------
               Jean-Louis Gassee

/s/ PHILIP C. KANTZ                               Director                                           April 13, 2000
------------------------------------------------
                Philip C. Kantz

                                                  Director                                           April 13, 2000
------------------------------------------------
                Paul G. Yovovich

                                                  Director                                           April 13, 2000
------------------------------------------------
               William F. Zuendt
II-5
INDEX TO EXHIBITS
Exhibit
         Number                                                      Description
    -----------------  ----------------------------------------------------------------------------------------------------
4.1           Call Technologies, Inc. Amended and Restated 1998 Stock Incentive Plan, and forms
                        of agreements used thereunder.

          5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality
                        of securities being registered.

         23.1           Consent of Deloitte & Touche LLP, Independent Auditors.

         23.2           Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in
                        Exhibit 5.1).

         24.1           Power of Attorney (see page II-5).