<PAGE>
                                                                Registration No.

                       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)

                    CERTAIN INDIVIDUAL EMPLOYEE STOCK OPTIONS
              GRANTED UNDER THE PRIMARY ACCESS CORPORATION RESTATED
             1989 STOCK OPTION PLAN AND ASSUMED BY 3COM CORPORATION
             ------------------------------------------------------
                            (Full title of the plan)

                                 Mark D. Michael
                  Vice President, Secretary and General Counsel
                                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>

- --------------------------------------------------------------------------------
                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                        Proposed maximum       Proposed maximum       Amount of
Title of securities     Amount to be    offering price per     aggregate offering     registration
to be registered        registered      share (1)              price (1)              fee (1)
- ---------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                    <C>                    <C>
 Common Stock                 7,033           $49.74           $349,821.42
 (without par                 1,036            26.06             26,998.16
 value)                      38,858            16.29            632,998.82
                             66,275            10.86            719,746.50
                             18,026             8.69            156,645.94
                              8,858             1.74             15,404.22
                              3,044             1.00              3,044.00
                            305,190             0.48            146,491.20
                            -------                             ----------
                            448,315                           2,051,148.26              $707.29



<FN>
(1)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee.  The price is based upon the exercise price of the
     outstanding but unexercised options.
</TABLE>
<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 Sections 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.

            (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 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 with the Securities and
Exchange Commission on September 28, 1984 pursuant to the Exchange Act,
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.
<PAGE>

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 equitable remedies such as injunction or rescission.  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.

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:
<PAGE>

                       (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

<PAGE>

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>

                                   SIGNATURES

     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 May 31, 1995.

                                          3COM CORPORATION




                                          By: /s/ Mark D. Michael
                                             ---------------------------------
                                              Mark D. Michael, Vice President,
                                              Secretary and General Counsel

<PAGE>

                                POWER OF ATTORNEY

     The officers and directors of 3Com Corporation whose signatures appear
below, hereby constitute and appoint Christopher B. Paisley and Mark D. Michael,
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 May 31, 1995.


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/ 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       Amended and Restated Articles of Incorporation are incorporated
               by reference to the Company's Form 10-Q filed with the Securities
               and Exchange Commission on January 2, 1991 (File No. 0-12867) and
               to the Company's Form 10-K filed with the Securities and Exchange
               Commission on August 31, 1994.

     4.2       By-laws are incorporated by reference 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).

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

     5         Opinion regarding legality.

     23.1      Consent of Counsel (included in Exhibit 5).

     23.2      Consent of Deloitte & Touche LLP.

     23.3      Consent of Levine, Zeidman & Daitch, P.C.

     24        Power of Attorney (included in signature pages to this
               registration statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16511}]
{"company-data": {"conformed-name": "3COM CORP", "cik": "0000738076", "assigned-sic": "3577", "irs-number": "942605794", "state-of-incorporation": "CA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60379", "film-number": "95547932"}, "business-address": {"street1": "5400 BAYFRONT PLZ", "city": "SANTA CLARA", "state": "CA", "zip": "95052", "phone": "4087645000"}}
Registration No.

                       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)

                    CERTAIN INDIVIDUAL EMPLOYEE STOCK OPTIONS
              GRANTED UNDER THE PRIMARY ACCESS CORPORATION RESTATED
             1989 STOCK OPTION PLAN AND ASSUMED BY 3COM CORPORATION
             ------------------------------------------------------
                            (Full title of the plan)

                                 Mark D. Michael
                  Vice President, Secretary and General Counsel
                                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 maximum       Proposed maximum       Amount of
Title of securities     Amount to be    offering price per     aggregate offering     registration
to be registered        registered      share (1)              price (1)              fee (1)
- ---------------------------------------------------------------------------------------------------------
Common Stock                 7,033           $49.74           $349,821.42
 (without par                 1,036            26.06             26,998.16
 value)                      38,858            16.29            632,998.82
                             66,275            10.86            719,746.50
                             18,026             8.69            156,645.94
                              8,858             1.74             15,404.22
                              3,044             1.00              3,044.00
                            305,190             0.48            146,491.20
                            -------                             ----------
                            448,315                           2,051,148.26              $707.29
(1)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee.  The price is based upon the exercise price of the
     outstanding but unexercised options.
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 Sections 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.

            (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 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 with the Securities and
Exchange Commission on September 28, 1984 pursuant to the Exchange Act,
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 equitable remedies such as injunction or rescission.  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.

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.
SIGNATURES

     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 May 31, 1995.

                                          3COM CORPORATION

                                          By: /s/ Mark D. Michael
                                             ---------------------------------
                                              Mark D. Michael, Vice President,
                                              Secretary and General Counsel
POWER OF ATTORNEY

     The officers and directors of 3Com Corporation whose signatures appear
below, hereby constitute and appoint Christopher B. Paisley and Mark D. Michael,
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 May 31, 1995.

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/ 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       Amended and Restated Articles of Incorporation are incorporated
               by reference to the Company's Form 10-Q filed with the Securities
               and Exchange Commission on January 2, 1991 (File No. 0-12867) and
               to the Company's Form 10-K filed with the Securities and Exchange
               Commission on August 31, 1994.

     4.2       By-laws are incorporated by reference 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).

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

     5         Opinion regarding legality.

     23.1      Consent of Counsel (included in Exhibit 5).

     23.2      Consent of Deloitte & Touche LLP.

     23.3      Consent of Levine, Zeidman & Daitch, P.C.

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