<PAGE>

                                                 Registration No. ____________

                   UNITED STATES 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)

              CALIFORNIA                              94-2605794
  ---------------------------------       -----------------------------------
  (State or other jurisdiction            (I.R.S. employer identification no.)
  of incorporation or organization)

                                 5400 BAYFRONT PLAZA
                          SANTA CLARA, CALIFORNIA 95052-8145
                 ----------------------------------------------------
                 (Address of principal executive offices)  (Zip code)

                                   3COM CORPORATION
                              OPTIONS GRANTED UNDER THE
              U.S. ROBOTICS CORPORATION KEY EMPLOYEE STOCK OPTION PLAN,
                              U.S. ROBOTICS CORPORATION
                 EXECUTIVE OFFICERS AND DIRECTORS STOCK OPTION PLAN,
                            AND U.S. ROBOTICS CORPORATION
                     1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES
                           AND ASSUMED BY 3COM CORPORATION 
           AND THE U.S. ROBOTICS CORPORATION 401(K) RETIREMENT SAVINGS PLAN
           ----------------------------------------------------------------
                               (Full title of the plan)

                                   ERIC A. BENHAMOU
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   3COM CORPORATION
                                 5400 BAYFRONT PLAZA
                          SANTA CLARA, CALIFORNIA 95052-8145
                       ---------------------------------------
                       (Name and address of agent for service)

Telephone number, including area code, of agent for service:  408/764-5000


This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------

                                                            Proposed      Proposed
Title of                                                    maximum       maximum
securities                                  Amount          offering      aggregate          Amount of
to be                                       to be           price per     offering           registration
registered(1)                               registered      share(1)      price(1)           fee
----------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>           <C>                <C>
U.S. ROBOTICS CORPORATION KEY EMPLOYEE 
STOCK OPTION PLAN                           14,021,184      $21.6843      $304,039,354.49    


U.S. ROBOTICS CORPORATION EXECUTIVE 
OFFICERS AND DIRECTORS STOCK OPTION PLAN    16,577,344      $11.0302      $182,851,893.43

U.S. ROBOTICS CORPORATION 1996 STOCK 
OPTION PLAN FOR ISRAELI EMPLOYEES              375,821      $29.554       $ 11,107,021.22 

U.S. ROBOTICS CORPORATION 401(k) 
RETIREMENT SAVINGS PLAN                        500,000      $46.00        $ 23,000,000

TOTAL                                       31,474,349                    $520,998,269.14    $157,878.26

</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the U.S. Robotics Corporation 401(k) Retirement
Savings Plan. 
_______________________________

    (1)  The securities to be registered are shares of Common Stock, par 
value $0.01, of the Company issuable under (a) options granted under the 
specified equity compensation plan, which have been assumed by the Company, 
and include the options to acquire such Common Stock and (b) the U.S. 
Robotics Corporation 401(k) Retirement Savings Plan.  The U.S. Robotics 
Corporation stock options were assumed pursuant to the Amended and Restated 
Agreement and Plan of Merger dated February 26, 1997 and amended as of March 
14, 1997 by and among the Company, TR Acquisitions Corporation, a Delaware 
corporation and a wholly-owned subsidiary of the Company, 3Com (Delaware) 
Corporation, a Delaware corporation and a wholly-owned subsidiary of the 
Company, and U.S. Robotics Corporation, a Delaware corporation.  The offering 
price is estimated pursuant to Rule 457 solely for purposes of calculating 
the registration fee.  As to shares issuable pursuant to the assumed U.S. 
Robotics Corporation stock options, the offering price is computed on the 
basis of the weighted average exercise prices.  As to shares issuable pursuant 
to the U.S. Robotics Corporation 401(k) Retirement Savings Plan, the offering 
price is based upon the average of the high and low prices of the Common Stock 
on June 10, 1997 as reported on the National Association of Securities Dealers 
Automated Quotations system.

<PAGE>
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

    (a)  The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended May 31, 1996.

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

    (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act on
September 28, 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 which indicates that 
all securities offered hereby have been sold or which deregisters all 
securities 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

    The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 204 of the General Corporation Law of the State of California
authorizes a corporation to adopt a provision in its articles of incorporation
eliminating the personal liability of directors to corporations and their
shareholders for monetary damages for breach 
<PAGE>

or alleged breach of directors' "duty of care."  Following a California 
corporation's adoption of such a provision, its directors are not accountable 
to corporations and their shareholders for monetary damages for conduct 
constituting negligence (or gross negligence) in the exercise of their 
fiduciary duties; directors continue to be subject to the equitable remedies 
such as injunction or recession.  Under California law, a director also 
continues to be liable for:  (1) a breach of his or her duty of loyalty; (2) 
acts or omissions not in good faith or involving intentional misconduct or 
knowing violations of law; (3) illegal payments of dividends and (4) approval 
of any transaction from which a director derives an improper personal 
benefit.  The adoption of such a provision in the articles of incorporation 
also does not limit directors' liability for violations of the federal 
securities laws.

    Section 317 of the General Corporation Law of the State of California 
makes provision for the indemnification of officers, directors and other 
corporate agents in terms sufficiently broad to indemnify such persons, under 
certain circumstances, for liabilities (including reimbursement for expenses 
incurred) arising under the Securities Act of 1933, as amended (the 
"Securities Act").  A recent amendment to Section 317 provides that the 
indemnification provided by this section is not exclusive to the extent 
additional rights are authorized in a corporation's articles of incorporation.

    The Company has adopted provisions in its Articles of Incorporation which 
eliminate the personal liability of its directors to the Company and its 
shareholders for monetary damages for breach of the directors' fiduciary 
duties in certain circumstances and authorize the Company to indemnify its 
officers, directors and other agents, by bylaw, agreements or otherwise, to 
the full extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Inapplicable.

ITEM 8.  EXHIBITS

    See Exhibit Index.  No opinion of counsel as to the legality of shares 
being registered under the U.S. Robotics Corporation 401(k) Retirement 
Savings Plan (the "Plan") is required because no original issuance securities 
will be issued pursuant to the Plan.  The undersigned registrant hereby 
undertakes to submit the Plan and any amendments thereto to the Internal 
Revenue Service (the "IRS") in a timely manner and will make all changes 
required by the IRS in order to qualify the Plan.

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:

              (i)  To include any prospectus required by Section 10(a)(3) of 
the Securities Act; 
<PAGE>

              (ii) To reflect in the prospectus any 
facts or events arising after the effective date of the registration 
statement (or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement;

              (iii)     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;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if 
the registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by reference in 
the registration statement.

         (2)  That, for the purpose of determining any liability under the 
Securities Act, 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)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to 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 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, 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 Securities 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 Securities Act and will be governed by the 
final adjudication of such issue.
<PAGE>

                                   SIGNATURE

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant 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 June 11, 1997.

                                      3Com Corporation



                                      By: /s/ Eric A. Benhamou
                                         ------------------------------------
                                         Eric A. Benhamou, Chairman, President
                                         and Chief Executive Officer
<PAGE>

                                  POWER OF ATTORNEY

    The officers and directors of 3Com Corporation whose signatures appear 
below, hereby constitute and appoint Eric A. Benhamou and Christopher B. 
Paisley, and each of them, their true and lawful attorneys and agents, with 
full power of substitution, each with power to act alone, to sign and execute 
on behalf of the undersigned any amendment or amendments to this registration 
statement on Form S-8, and each of the undersigned does hereby ratify and 
confirm all that each of said attorney and agent, or their or his 
substitutes, shall do or cause to be done by virtue hereof.  Pursuant to the 
requirements of the Securities Act of 1933, as amended, this registration 
statement has been signed by the following persons in the capacities 
indicated on June 11, 1997.


Signature                      Title
-----------------------------------------------------------------------------

/s/ Eric A. Benhamou 
---------------------------
Eric A. Benhamou               Chairman of the Board, President, and Chief 
                               Executive Officer (Principal Executive Officer)

/s/ Christopher B. Paisley 
---------------------------
Christopher B. Paisley         Vice President, Finance and Chief Financial 
                               Officer (Principal Financial and Accounting 
                               Officer)

/s/ James L. Barksdale 
---------------------------
James L. Barksdale             Director

/s/ Gordon A. Campbell 
---------------------------
Gordon A. Campbell             Director

/s/ David W. Dorman 
---------------------------
David W. Dorman                Director

/s/ Jean-Louis Gassee  
---------------------------
Jean-Louis Gassee              Director

/s/ Stephen C. Johnson 
---------------------------
Stephen C. Johnson             Director

/s/ Philip C. Kantz 
---------------------------
Philip C. Kantz                Director

/s/ William F. Zuendt 
---------------------------
William F. Zuendt              Director

<PAGE>

                                    EXHIBIT INDEX


    4.1  Certificate of Amendment of the Amended and Restated Articles of 
         Incorporation is incorporated by reference to Exhibit 3.5 to the 
         Company's Form 10-Q filed with the Securities and Exchange 
         Commission on January 13, 1997 (File No. 0-12867)

    4.2  Certificate of Amendment of the Amended and Restated Articles of
         Incorporation is incorporated by reference to Exhibit 4.1 to the
         Company's Registration Statement on Form S-8 filed with the Securities
         and Exchange Commission on October 19, 1995 (File No. 033-63547)

    4.3  Certificate of Amendment of the Amended and Restated Articles of
         Incorporation is incorporated by reference to Exhibit 3.2 to the
         Company's Form 10-K filed with the Securities and Exchange Commission
         on August 31, 1994 (File No. 0-12867)

    4.4  Amended and Restated Articles of Incorporation are incorporated by
         reference to Exhibit 19.1 to the Company's Form 10-Q filed with the
         Securities and Exchange Commission on January 2, 1991 (File No. 
         0-12867)

    4.5  Bylaws of the Company are incorporated by reference to Exhibit 4.2 to
         the Company's registration statement on Form S-8 filed with the
         Securities and Exchange Commission on November 24, 1993 (File No. 
         33-72158)

    4.6  Amended and Restated Rights Agreement is incorporated by reference to
         Exhibit 10.27 to the Company's Form 10-Q filed with the Securities and
         Exchange Commission on January 13, 1995 (File No. 0-12867) 

    4.7  Amended and Restated Agreement and Plan of Merger, dated as of
         February 26, 1997 and amended as of March 14, 1997 by and among the
         Company, TR Acquisition Corporation, 3Com (Delaware) Corporation and
         U.S. Robotics Corporation is incorporated by reference to Exhibit 2.1
         to the Company's Registration Statement on Form S-4 filed with the
         Securities and Exchange Commission effective May 8, 1997 (File No.
         333-23465)

    5    Opinion re legality

    23.1 Consent of Counsel (included in Exhibit 5)

    23.2 Consent of Deloitte & Touche LLP

    23.3 Independent Auditors' Report on Schedule and Consent

    23.4 Consent of Independent Accountants

    24   Power of Attorney (included in signature pages to this registration
         statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19902}]
{"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": "333-29099", "film-number": "97623329"}, "business-address": {"street1": "5400 BAYFRONT PLZ", "city": "SANTA CLARA", "state": "CA", "zip": "95052", "phone": "4087645000"}}
Registration No. ____________

                   UNITED STATES 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)

              CALIFORNIA                              94-2605794
  ---------------------------------       -----------------------------------
  (State or other jurisdiction            (I.R.S. employer identification no.)
  of incorporation or organization)

                                 5400 BAYFRONT PLAZA
                          SANTA CLARA, CALIFORNIA 95052-8145
                 ----------------------------------------------------
                 (Address of principal executive offices)  (Zip code)

                                   3COM CORPORATION
                              OPTIONS GRANTED UNDER THE
              U.S. ROBOTICS CORPORATION KEY EMPLOYEE STOCK OPTION PLAN,
                              U.S. ROBOTICS CORPORATION
                 EXECUTIVE OFFICERS AND DIRECTORS STOCK OPTION PLAN,
                            AND U.S. ROBOTICS CORPORATION
                     1996 STOCK OPTION PLAN FOR ISRAELI EMPLOYEES
                           AND ASSUMED BY 3COM CORPORATION 
           AND THE U.S. ROBOTICS CORPORATION 401(K) RETIREMENT SAVINGS PLAN
           ----------------------------------------------------------------
                               (Full title of the plan)

                                   ERIC A. BENHAMOU
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   3COM CORPORATION
                                 5400 BAYFRONT PLAZA
                          SANTA CLARA, CALIFORNIA 95052-8145
                       ---------------------------------------
                       (Name and address of agent for service)

Telephone number, including area code, of agent for service:  408/764-5000

This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
----------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------

                                                            Proposed      Proposed
Title of                                                    maximum       maximum
securities                                  Amount          offering      aggregate          Amount of
to be                                       to be           price per     offering           registration
registered(1)                               registered      share(1)      price(1)           fee
----------------------------------------------------------------------------------------------------------
U.S. ROBOTICS CORPORATION KEY EMPLOYEE 
STOCK OPTION PLAN                           14,021,184      $21.6843      $304,039,354.49    

U.S. ROBOTICS CORPORATION EXECUTIVE 
OFFICERS AND DIRECTORS STOCK OPTION PLAN    16,577,344      $11.0302      $182,851,893.43

U.S. ROBOTICS CORPORATION 1996 STOCK 
OPTION PLAN FOR ISRAELI EMPLOYEES              375,821      $29.554       $ 11,107,021.22 

U.S. ROBOTICS CORPORATION 401(k) 
RETIREMENT SAVINGS PLAN                        500,000      $46.00        $ 23,000,000

TOTAL                                       31,474,349                    $520,998,269.14    $157,878.26
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the U.S. Robotics Corporation 401(k) Retirement
Savings Plan. 
_______________________________

    (1)  The securities to be registered are shares of Common Stock, par 
value $0.01, of the Company issuable under (a) options granted under the 
specified equity compensation plan, which have been assumed by the Company, 
and include the options to acquire such Common Stock and (b) the U.S. 
Robotics Corporation 401(k) Retirement Savings Plan.  The U.S. Robotics 
Corporation stock options were assumed pursuant to the Amended and Restated 
Agreement and Plan of Merger dated February 26, 1997 and amended as of March 
14, 1997 by and among the Company, TR Acquisitions Corporation, a Delaware 
corporation and a wholly-owned subsidiary of the Company, 3Com (Delaware) 
Corporation, a Delaware corporation and a wholly-owned subsidiary of the 
Company, and U.S. Robotics Corporation, a Delaware corporation.  The offering 
price is estimated pursuant to Rule 457 solely for purposes of calculating 
the registration fee.  As to shares issuable pursuant to the assumed U.S. 
Robotics Corporation stock options, the offering price is computed on the 
basis of the weighted average exercise prices.  As to shares issuable pursuant 
to the U.S. Robotics Corporation 401(k) Retirement Savings Plan, the offering 
price is based upon the average of the high and low prices of the Common Stock 
on June 10, 1997 as reported on the National Association of Securities Dealers 
Automated Quotations system.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

    (a)  The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended May 31, 1996.

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

    (c)  The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act on
September 28, 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 which indicates that 
all securities offered hereby have been sold or which deregisters all 
securities 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

    The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 204 of the General Corporation Law of the State of California
authorizes a corporation to adopt a provision in its articles of incorporation
eliminating the personal liability of directors to corporations and their
shareholders for monetary damages for breach
or alleged breach of directors' "duty of care."  Following a California 
corporation's adoption of such a provision, its directors are not accountable 
to corporations and their shareholders for monetary damages for conduct 
constituting negligence (or gross negligence) in the exercise of their 
fiduciary duties; directors continue to be subject to the equitable remedies 
such as injunction or recession.  Under California law, a director also 
continues to be liable for:  (1) a breach of his or her duty of loyalty; (2) 
acts or omissions not in good faith or involving intentional misconduct or 
knowing violations of law; (3) illegal payments of dividends and (4) approval 
of any transaction from which a director derives an improper personal 
benefit.  The adoption of such a provision in the articles of incorporation 
also does not limit directors' liability for violations of the federal 
securities laws.

    Section 317 of the General Corporation Law of the State of California 
makes provision for the indemnification of officers, directors and other 
corporate agents in terms sufficiently broad to indemnify such persons, under 
certain circumstances, for liabilities (including reimbursement for expenses 
incurred) arising under the Securities Act of 1933, as amended (the 
"Securities Act").  A recent amendment to Section 317 provides that the 
indemnification provided by this section is not exclusive to the extent 
additional rights are authorized in a corporation's articles of incorporation.

    The Company has adopted provisions in its Articles of Incorporation which 
eliminate the personal liability of its directors to the Company and its 
shareholders for monetary damages for breach of the directors' fiduciary 
duties in certain circumstances and authorize the Company to indemnify its 
officers, directors and other agents, by bylaw, agreements or otherwise, to 
the full extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

    Inapplicable.

ITEM 8.  EXHIBITS

    See Exhibit Index.  No opinion of counsel as to the legality of shares 
being registered under the U.S. Robotics Corporation 401(k) Retirement 
Savings Plan (the "Plan") is required because no original issuance securities 
will be issued pursuant to the Plan.  The undersigned registrant hereby 
undertakes to submit the Plan and any amendments thereto to the Internal 
Revenue Service (the "IRS") in a timely manner and will make all changes 
required by the IRS in order to qualify the Plan.

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:

              (i)  To include any prospectus required by Section 10(a)(3) of 
the Securities Act;
(ii) To reflect in the prospectus any 
facts or events arising after the effective date of the registration 
statement (or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement;

              (iii)     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;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if 
the registration statement is on Form S-3 or Form S-8, and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by reference in 
the registration statement.

         (2)  That, for the purpose of determining any liability under the 
Securities Act, 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)  FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE

         The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to 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 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, 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 Securities 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 Securities Act and will be governed by the 
final adjudication of such issue.
SIGNATURE

    Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant 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 June 11, 1997.

                                      3Com Corporation

                                      By: /s/ Eric A. Benhamou
                                         ------------------------------------
                                         Eric A. Benhamou, Chairman, President
                                         and Chief Executive Officer
POWER OF ATTORNEY

    The officers and directors of 3Com Corporation whose signatures appear 
below, hereby constitute and appoint Eric A. Benhamou and Christopher B. 
Paisley, and each of them, their true and lawful attorneys and agents, with 
full power of substitution, each with power to act alone, to sign and execute 
on behalf of the undersigned any amendment or amendments to this registration 
statement on Form S-8, and each of the undersigned does hereby ratify and 
confirm all that each of said attorney and agent, or their or his 
substitutes, shall do or cause to be done by virtue hereof.  Pursuant to the 
requirements of the Securities Act of 1933, as amended, this registration 
statement has been signed by the following persons in the capacities 
indicated on June 11, 1997.

Signature                      Title
-----------------------------------------------------------------------------

/s/ Eric A. Benhamou 
---------------------------
Eric A. Benhamou               Chairman of the Board, President, and Chief 
                               Executive Officer (Principal Executive Officer)

/s/ Christopher B. Paisley 
---------------------------
Christopher B. Paisley         Vice President, Finance and Chief Financial 
                               Officer (Principal Financial and Accounting 
                               Officer)

/s/ James L. Barksdale 
---------------------------
James L. Barksdale             Director

/s/ Gordon A. Campbell 
---------------------------
Gordon A. Campbell             Director

/s/ David W. Dorman 
---------------------------
David W. Dorman                Director

/s/ Jean-Louis Gassee  
---------------------------
Jean-Louis Gassee              Director

/s/ Stephen C. Johnson 
---------------------------
Stephen C. Johnson             Director

/s/ Philip C. Kantz 
---------------------------
Philip C. Kantz                Director

/s/ William F. Zuendt 
---------------------------
William F. Zuendt              Director
EXHIBIT INDEX

    4.1  Certificate of Amendment of the Amended and Restated Articles of 
         Incorporation is incorporated by reference to Exhibit 3.5 to the 
         Company's Form 10-Q filed with the Securities and Exchange 
         Commission on January 13, 1997 (File No. 0-12867)

    4.2  Certificate of Amendment of the Amended and Restated Articles of
         Incorporation is incorporated by reference to Exhibit 4.1 to the
         Company's Registration Statement on Form S-8 filed with the Securities
         and Exchange Commission on October 19, 1995 (File No. 033-63547)

    4.3  Certificate of Amendment of the Amended and Restated Articles of
         Incorporation is incorporated by reference to Exhibit 3.2 to the
         Company's Form 10-K filed with the Securities and Exchange Commission
         on August 31, 1994 (File No. 0-12867)

    4.4  Amended and Restated Articles of Incorporation are incorporated by
         reference to Exhibit 19.1 to the Company's Form 10-Q filed with the
         Securities and Exchange Commission on January 2, 1991 (File No. 
         0-12867)

    4.5  Bylaws of the Company are incorporated by reference to Exhibit 4.2 to
         the Company's registration statement on Form S-8 filed with the
         Securities and Exchange Commission on November 24, 1993 (File No. 
         33-72158)

    4.6  Amended and Restated Rights Agreement is incorporated by reference to
         Exhibit 10.27 to the Company's Form 10-Q filed with the Securities and
         Exchange Commission on January 13, 1995 (File No. 0-12867) 

    4.7  Amended and Restated Agreement and Plan of Merger, dated as of
         February 26, 1997 and amended as of March 14, 1997 by and among the
         Company, TR Acquisition Corporation, 3Com (Delaware) Corporation and
         U.S. Robotics Corporation is incorporated by reference to Exhibit 2.1
         to the Company's Registration Statement on Form S-4 filed with the
         Securities and Exchange Commission effective May 8, 1997 (File No.
         333-23465)

    5    Opinion re legality

    23.1 Consent of Counsel (included in Exhibit 5)

    23.2 Consent of Deloitte & Touche LLP

    23.3 Independent Auditors' Report on Schedule and Consent

    23.4 Consent of Independent Accountants

    24   Power of Attorney (included in signature pages to this registration
         statement)