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, CA 95052-8145              
       (Address of principal executive offices)  (Zip code)

	      Certain Individual Employee Stock Options
		     Assumed by 3Com Corporation and
	  Granted Under the Chipcom Corporation 1983 Stock Option Plan,
	    1991 Stock Option Plan and 1991 Director Option Plan and
	Under the Artel Communications Corporation Stock Option Plan 
		     Assumed by Chipcom Corporation 

		  3Com Corporation Restricted Stock Plan

3Com Corporation First Amended and Restated 1984 Employee Stock Purchase Plan 
		     (Full title of the plan)

	Mark D. Michael
	Vice President, Secretary and General Counsel
	3Com Corporation
	5400 Bayfront Plaza
	Santa Clara, CA 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      registered   share          price             fee



Assumed Individual Chipcom Employee Stock Option Agreements
Common Stock    2,368,971    $22.83        $54,083,607.93     $18,649.65
Par Value $0.001

3Com Corporation Restricted Stock Plan
Common Stock    500,000      $45.00        $22,500,000.00     $7,758.68

3Com Corporation 1984 Employee Stock Purchase Plan      
Common Stock    6,000,000    $38.25       $229,500,000.00     $79,138.49


TOTAL           8,868,971                 $306,083,607.93     $105,546.82  


    Estimated pursuant to Rule 457 solely for purposes of calculating the 
registration fee.  As to shares subject to outstanding but unexercised 
options, the price is computed on the basis of the exercise price.  As to 
the remaining shares under the Restricted Stock Plan, the price is based 
upon the average of the high and low prices of the Common Stock on October 
12, 1995, as reported on the National Association of Securities Dealers 
Automated Quotations System.  The 1984 Employee Stock Purchase Plan 
establishes a purchase price equal to 85% of the fair market value of the 
Company's Common Stock and, therefore, the price for purchase rights under 
this plan is based upon 85% of the average of the high and low prices 
of the Common Stock on October 12, 1995, 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 prospectus filed pursuant 
to Rule 424(b) under the Securities Act of 1933, as amended (the 
"Securities Act of 1933") containing audited financial statements for the 
Company's latest fiscal year.  The prospectus is included in the Company's 
Registration Statement on Form S-4 (No. 33-62297, effective September 11, 
1995).

		(b)     All other reports filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act of 1934, as amended (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 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.  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 of 1933;

		(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 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)     Filing 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 (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 of 1933 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 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.

			   SIGNATURE
      
	Pursuant to the requirements of the Securities Act of 1933, 
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 October 16, 1995.

				 3Com Corporation


				    /s/ Mark D. Michael
				 By:____________________  
				     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, this 
registration statement has been signed by the following persons in the 
capacities indicated on October 16, 1995.


Signature                           Title



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



__________________________
David W. Dorman                     Director



__________________________
Jean-Louis Gassee                   Director




/s/ Stephen C. Johnson 
__________________________
Stephen C. Johnson                  Director




/s/ Philip C. Kantz 
__________________________
Philip C. Kantz                     Director


 
__________________________
William F. Zuendt                   Director


			 EXHIBIT INDEX

    4.1       Certificate of Amendment of the Amended and Restated 
	      Articles of Incorporation

    4.2       Certificate of Amendment of the Amended and Restated
	      Articles of Incorporation are 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)

    4.3       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 1, 1991 (File No. 0-12867)
    
    4.4       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)
			   
    4.5       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)
	      
    4.6       Agreement and Plan of Merger dated as of July 26,1995 among 
	      3Com Corporation, Chipcom Acquisition Corporation 
	      and Chipcom Corporation is incorporated by reference to 
	      Exhibit 2.1 to the Company's Form S-8 filed with the 
	      Securities and Exchange Commission on August 31, 1995
	      (File No. 33-62297).
	 
    5         Opinion re legality
	
     
    23.1      Consent of Counsel (included in Exhibit 5)
	  
	
    23.2      Consent of Deloitte & Touche LLP
	

    23.3      Consent of KPMG Peat Marwick LLP
	
    24        Power of Attorney (included in signature pages to 
	      this registration statement)
	      
				    
			 EXHIBIT 4.1

(A464416                            
Endorsed Filed
in the office of the Secretary of State                     
of the State of California
Aug. 4, 1995
Bill Jones, Secretary of State)

		     CERTIFICATE OF AMENDMENT
		     OF THE AMENDED AND RESTATED
		     ARTICLES OF INCORPORATION
		     OF 3COM CORPORATION

	 The undersigned, Mark D. Michael, hereby certifies that:
	 
	 1.  He is both a duly elected and acting Vice President and the
duly elected and acting Secretary of 3Com Corporation, a California 
corporation (the "Corporation").

	 2.  Article III of the Amended and Restated Articles of 
Incorporation of the Corporation is hereby amended to read in full as 
follows:
			    "ARTICLE III
			       STOCK
			       _____
  
	This corporation is authorized to issue two classes of shares,
designated respectively "Common Stock" and "Preferred Stock".  Upon
amendment of this Article to read as herein set forth, the number of shares
of Common Stock which this corporation is authorized to issue is 4,000,000, 
the number of shares of Preferred Stock which this corporation is authorized
to issue is 3,000,000, and each share of outstanding Common Stock is
converted into and reconstituted as two (2) shares of Common Stock.

	The Preferred Stock may be issued from time to time in one or
more series.  The Board of Directors of this corporation is authorized
to determine the designation of any series, to fix the number of shares
of any series, to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued series
of Preferred Stock, and within the limits or restrictions stated in
any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase
or decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any such series subsequent to the
issue of shares of that series."

	3.  The foregoing amendment of the Amended and Restated Articles 
of Incorporation has been duly approved by the Board of Directors of         
the Corporation in accordance with section 902(c) of the California
Corporations Code.  The Corporation has only one class of shares
outstanding.

     Executed at Santa Clara, California, on the 3rd day of August 1995.

				/s/ Mark D. Michael
				___________________
				Mark D. Michael, Vice President and
				Secretary

	The undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct of
his own knowledge.

     Executed at Santa Clara, California, on the 3rd day of August 1995.


				/s/ Mark D. Michael
				___________________
				Mark D. Michael, Vice President and
				Secretary



			     EXHIBIT 5
			      
			   October 17, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

	Re:     Registration Statement on Form S-8 Registering Shares 
		Issuable Under the 3Com Corporation Restricted Stock Plan, 
		Under the 3Com Corporation First Amended and Restated 1984 
		Employee Stock Purchase Plan and Under Certain Individual 
		Employee Stock Options Assumed by 3Com Corporation and 
		Granted Under the Chipcom Corporation 1983 Stock Option 
		Plan, 1991 Stock Option Plan and 1991 Director Option Plan 
		and Under the Artel Communications Corporation 
		Stock Option Plan

Ladies and Gentlemen:

		As legal counsel for 3Com Corporation, a California 
corporation (the "Company"), we are rendering this opinion in connection 
with the registration under the Securities Act of 1933, as amended, of up 
to 8,868,971 shares of the Common Stock, without par value, of the 
Company which may be issued pursuant to the exercise of options and 
purchase rights granted under the 3Com Corporation Restricted Stock Plan 
and First Amended and Restated 1984 Employee Stock Purchase Plan 
(the "Plans") and under certain individual employee stock options assumed 
by 3Com Corporation and granted under the Chipcom Corporation 1983 Stock 
Option Plan, 1991 Stock Option Plan and 1991 Director Option Plan and 
under the Artel Communications Corporation Stock Option Plan 
(the "Agreements").

		We have examined all instruments, documents and 
records which we deemed relevant and necessary for the basis of our opinion 
hereinafter expressed.  In such examination, we have assumed the 
genuineness of all signatures and the authenticity of all documents 
submitted to us as originals and the conformity to the originals of all 
documents submitted to us as copies.

		We are admitted to practice only in the State of 
California and we express no opinion concerning any law other than the 
law of the State of California, and the federal law of the United States.

		Based on such examination, we are of the opinion 
that the 8,868,971 shares of Common Stock which may be issued upon 
exercise of options, the grant of restricted stock and the exercise 
of purchase rights pursuant to the Plans and the Agreements are duly 
authorized shares of the Company's Common Stock, and, when issued against 
payment of the purchase price therefor or otherwise in accordance with 
the provisions of the Plans and the Agreements, will be validly issued, 
fully paid and non-assessable.

		We hereby consent to the filing of this opinion as 
an exhibit to the Registration Statement referred to above and the use of 
our name wherever it appears in said Registration Statement.
	
			    Respectfully submitted,

			    /s/ Gray Cary Ware & Freidenrich
	
			    GRAY CARY WARE & FREIDENRICH
			    A Professional Corporation


			    EXHIBIT 23.2

		   CONSENT OF DELOITTE & TOUCHE LLP



We consent to the incorporation by reference in this Registration 
Statement of 3Com Corporation on Form S-8 of our report dated June 28, 
1995 (August 25, 1995 as to the first paragraph of Note 9), appearing 
in the Registration Statement No. 33-62297 of 3Com Corporation on Form S-4.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

San Jose, California
October 17, 1995


			    EXHIBIT 23.3

		  CONSENT OF KPMG PEAT MARWICK LLP



The Board of Directors
Primary Access Corporation:

We consent to the incorporation by reference of our report 
appearing in the Registration Statement No. 33-62297 of 3Com 
Corporation on Form S-4 and relating to the balance sheet of 
Primary Access Corporation as of October 3, 1993, and the 
related statements of operations, stockholders' equity 
(deficit), and cash flows for the fifty-three weeks ended 
October 3, 1993 and the fifty-two weeks ended September 27, 
1992.

	
			    /s/ KPMG Peat Marwick LLP


San Diego, California
October 17, 1995
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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, CA 95052-8145              
       (Address of principal executive offices)  (Zip code)

	      Certain Individual Employee Stock Options
		     Assumed by 3Com Corporation and
	  Granted Under the Chipcom Corporation 1983 Stock Option Plan,
	    1991 Stock Option Plan and 1991 Director Option Plan and
	Under the Artel Communications Corporation Stock Option Plan 
		     Assumed by Chipcom Corporation 

		  3Com Corporation Restricted Stock Plan

3Com Corporation First Amended and Restated 1984 Employee Stock Purchase Plan 
		     (Full title of the plan)

	Mark D. Michael
	Vice President, Secretary and General Counsel
	3Com Corporation
	5400 Bayfront Plaza
	Santa Clara, CA 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      registered   share          price             fee

Assumed Individual Chipcom Employee Stock Option Agreements
Common Stock    2,368,971    $22.83        $54,083,607.93     $18,649.65
Par Value $0.001

3Com Corporation Restricted Stock Plan
Common Stock    500,000      $45.00        $22,500,000.00     $7,758.68

3Com Corporation 1984 Employee Stock Purchase Plan      
Common Stock    6,000,000    $38.25       $229,500,000.00     $79,138.49

TOTAL           8,868,971                 $306,083,607.93     $105,546.82  

    Estimated pursuant to Rule 457 solely for purposes of calculating the 
registration fee.  As to shares subject to outstanding but unexercised 
options, the price is computed on the basis of the exercise price.  As to 
the remaining shares under the Restricted Stock Plan, the price is based 
upon the average of the high and low prices of the Common Stock on October 
12, 1995, as reported on the National Association of Securities Dealers 
Automated Quotations System.  The 1984 Employee Stock Purchase Plan 
establishes a purchase price equal to 85% of the fair market value of the 
Company's Common Stock and, therefore, the price for purchase rights under 
this plan is based upon 85% of the average of the high and low prices 
of the Common Stock on October 12, 1995, 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 prospectus filed pursuant 
to Rule 424(b) under the Securities Act of 1933, as amended (the 
"Securities Act of 1933") containing audited financial statements for the 
Company's latest fiscal year.  The prospectus is included in the Company's 
Registration Statement on Form S-4 (No. 33-62297, effective September 11, 
1995).

		(b)     All other reports filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act of 1934, as amended (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 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.  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 of 1933;

		(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 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)     Filing 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 (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 of 1933 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 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.

			   SIGNATURE
      
	Pursuant to the requirements of the Securities Act of 1933, 
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 October 16, 1995.

				 3Com Corporation

				    /s/ Mark D. Michael
				 By:____________________  
				     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, this 
registration statement has been signed by the following persons in the 
capacities indicated on October 16, 1995.

Signature                           Title

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

__________________________
David W. Dorman                     Director

__________________________
Jean-Louis Gassee                   Director

/s/ Stephen C. Johnson 
__________________________
Stephen C. Johnson                  Director

/s/ Philip C. Kantz 
__________________________
Philip C. Kantz                     Director

 
__________________________
William F. Zuendt                   Director

			 EXHIBIT INDEX

    4.1       Certificate of Amendment of the Amended and Restated 
	      Articles of Incorporation

    4.2       Certificate of Amendment of the Amended and Restated
	      Articles of Incorporation are 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)

    4.3       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 1, 1991 (File No. 0-12867)
    
    4.4       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)
			   
    4.5       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)
	      
    4.6       Agreement and Plan of Merger dated as of July 26,1995 among 
	      3Com Corporation, Chipcom Acquisition Corporation 
	      and Chipcom Corporation is incorporated by reference to 
	      Exhibit 2.1 to the Company's Form S-8 filed with the 
	      Securities and Exchange Commission on August 31, 1995
	      (File No. 33-62297).
	 
    5         Opinion re legality
	
     
    23.1      Consent of Counsel (included in Exhibit 5)
	  
	
    23.2      Consent of Deloitte & Touche LLP
	

    23.3      Consent of KPMG Peat Marwick LLP
	
    24        Power of Attorney (included in signature pages to 
	      this registration statement)
	      
				    
			 EXHIBIT 4.1

(A464416                            
Endorsed Filed
in the office of the Secretary of State                     
of the State of California
Aug. 4, 1995
Bill Jones, Secretary of State)

		     CERTIFICATE OF AMENDMENT
		     OF THE AMENDED AND RESTATED
		     ARTICLES OF INCORPORATION
		     OF 3COM CORPORATION

	 The undersigned, Mark D. Michael, hereby certifies that:
	 
	 1.  He is both a duly elected and acting Vice President and the
duly elected and acting Secretary of 3Com Corporation, a California 
corporation (the "Corporation").

	 2.  Article III of the Amended and Restated Articles of 
Incorporation of the Corporation is hereby amended to read in full as 
follows:
			    "ARTICLE III
			       STOCK
			       _____
  
	This corporation is authorized to issue two classes of shares,
designated respectively "Common Stock" and "Preferred Stock".  Upon
amendment of this Article to read as herein set forth, the number of shares
of Common Stock which this corporation is authorized to issue is 4,000,000, 
the number of shares of Preferred Stock which this corporation is authorized
to issue is 3,000,000, and each share of outstanding Common Stock is
converted into and reconstituted as two (2) shares of Common Stock.

	The Preferred Stock may be issued from time to time in one or
more series.  The Board of Directors of this corporation is authorized
to determine the designation of any series, to fix the number of shares
of any series, to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any wholly unissued series
of Preferred Stock, and within the limits or restrictions stated in
any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, to increase
or decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any such series subsequent to the
issue of shares of that series."

	3.  The foregoing amendment of the Amended and Restated Articles 
of Incorporation has been duly approved by the Board of Directors of         
the Corporation in accordance with section 902(c) of the California
Corporations Code.  The Corporation has only one class of shares
outstanding.

     Executed at Santa Clara, California, on the 3rd day of August 1995.

				/s/ Mark D. Michael
				___________________
				Mark D. Michael, Vice President and
				Secretary

	The undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct of
his own knowledge.

     Executed at Santa Clara, California, on the 3rd day of August 1995.

				/s/ Mark D. Michael
				___________________
				Mark D. Michael, Vice President and
				Secretary

			     EXHIBIT 5
			      
			   October 17, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

	Re:     Registration Statement on Form S-8 Registering Shares 
		Issuable Under the 3Com Corporation Restricted Stock Plan, 
		Under the 3Com Corporation First Amended and Restated 1984 
		Employee Stock Purchase Plan and Under Certain Individual 
		Employee Stock Options Assumed by 3Com Corporation and 
		Granted Under the Chipcom Corporation 1983 Stock Option 
		Plan, 1991 Stock Option Plan and 1991 Director Option Plan 
		and Under the Artel Communications Corporation 
		Stock Option Plan

Ladies and Gentlemen:

		As legal counsel for 3Com Corporation, a California 
corporation (the "Company"), we are rendering this opinion in connection 
with the registration under the Securities Act of 1933, as amended, of up 
to 8,868,971 shares of the Common Stock, without par value, of the 
Company which may be issued pursuant to the exercise of options and 
purchase rights granted under the 3Com Corporation Restricted Stock Plan 
and First Amended and Restated 1984 Employee Stock Purchase Plan 
(the "Plans") and under certain individual employee stock options assumed 
by 3Com Corporation and granted under the Chipcom Corporation 1983 Stock 
Option Plan, 1991 Stock Option Plan and 1991 Director Option Plan and 
under the Artel Communications Corporation Stock Option Plan 
(the "Agreements").

		We have examined all instruments, documents and 
records which we deemed relevant and necessary for the basis of our opinion 
hereinafter expressed.  In such examination, we have assumed the 
genuineness of all signatures and the authenticity of all documents 
submitted to us as originals and the conformity to the originals of all 
documents submitted to us as copies.

		We are admitted to practice only in the State of 
California and we express no opinion concerning any law other than the 
law of the State of California, and the federal law of the United States.

		Based on such examination, we are of the opinion 
that the 8,868,971 shares of Common Stock which may be issued upon 
exercise of options, the grant of restricted stock and the exercise 
of purchase rights pursuant to the Plans and the Agreements are duly 
authorized shares of the Company's Common Stock, and, when issued against 
payment of the purchase price therefor or otherwise in accordance with 
the provisions of the Plans and the Agreements, will be validly issued, 
fully paid and non-assessable.

		We hereby consent to the filing of this opinion as 
an exhibit to the Registration Statement referred to above and the use of 
our name wherever it appears in said Registration Statement.
	
			    Respectfully submitted,

			    /s/ Gray Cary Ware & Freidenrich
	
			    GRAY CARY WARE & FREIDENRICH
			    A Professional Corporation

			    EXHIBIT 23.2

		   CONSENT OF DELOITTE & TOUCHE LLP

We consent to the incorporation by reference in this Registration 
Statement of 3Com Corporation on Form S-8 of our report dated June 28, 
1995 (August 25, 1995 as to the first paragraph of Note 9), appearing 
in the Registration Statement No. 33-62297 of 3Com Corporation on Form S-4.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

San Jose, California
October 17, 1995

			    EXHIBIT 23.3

		  CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
Primary Access Corporation:

We consent to the incorporation by reference of our report 
appearing in the Registration Statement No. 33-62297 of 3Com 
Corporation on Form S-4 and relating to the balance sheet of 
Primary Access Corporation as of October 3, 1993, and the 
related statements of operations, stockholders' equity 
(deficit), and cash flows for the fifty-three weeks ended 
October 3, 1993 and the fifty-two weeks ended September 27, 
1992.

	
			    /s/ KPMG Peat Marwick LLP

San Diego, California
October 17, 1995