Registration No. 333-               , Filed              , 1996

    	      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)

            		  3Com Corporation 1994 Stock Option Plan and
		               Certain Individual Employee Stock Options
		                  Assumed by 3Com Corporation and
		                 Granted by OnStream Networks, Inc.
    	      Under the OnStream Networks, Inc. 1990 Stock Option 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 (1)          registered   share (2)     price          fee


3Com Corporation 1994 Stock Option Plan
---------------------------------------
Common Stock            6,320,000    $67.75     $428,180,000.00   $129,751.39
Par value $0.01
		      
Options Assumed by 3Com Corporation (OnStream Networks, Inc. 1990 Stock Option
Plan)
------------------------------------------------------------------------------
Common Stock              398,715    $ 1.41     $    562,188.15   $    170.36
Par value $0.01
 
TOTAL                   6,718,715               $428,742,188.15    $129,921.75

(1)     Includes options to acquire such Common Stock.

(2)     Estimated pursuant to Rule 457 solely for purposes of calculating the 
registration fee.  With respect to the 3Com Corporation 1994 Stock Option Plan, 
the price is based upon the average of the high and low prices of the Common
Stock on November 4, 1996, as reported on the National Association of 
Securities Dealers Automated Quotations System.  With respect to options 
granted under the OnStream Networks, Inc. 1990 Stock Option Plan, the price
is based on the weighted average exercise price.  
	           	---------------------------------------------------
				                             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 with the Commission 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 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 may be transferred with the Company's Common 
Stock, which description is contained in the Company's 
Registration Statement on Form 8-A filed which 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

	As of November 6, 1996 certain attorneys of Gray Cary 
Ware & Freidenrich, A Professional Corporation, which passed 
upon the validity of the shares of Common Stock to be offered 
hereunder, owned 1,233 shares of the Common Stock of the 
Company.

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 November 6, 1996.

		          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 November 6, 1996.


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          Senior 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     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)



4.2     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)



4.3     Certificate of 
Amendment of the Amended and 
Restated Articles of 
Incorporation is incorporated by 
reference to Exhibit 4.1 to the 
Company's Form S-8 filed with 
the Securities and Exchange 
Commission on October 19, 1995 
(File No. 33-63547)



4.4     Certificate of 
Amendment of the Amended and 
Restated Articles of 
Incorporation dated October 4, 
1996



4.5     Bylaws of the Company, 
as amended and restated, 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     Agreement and Plan of 
Reorganization, dated October 5, 
1996, by and among the Company, 
OnStream Acquisition Corporation 
and OnStream Networks, Inc. is 
incorporated by reference to 
Exhibit 2.1 to the Company's 
Form S-4 filed with the 
Securities and Exchange 
Commission, effective October 
21, 1996 (File No. 333-13993)



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


23.4    Consent of Price Waterhouse LLP


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




                       			     EXHIBIT 4.4

                 		      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 400,000,000 and the 
number of shares of Preferred Stock which this corporation is 
authorized to issue is 3,000,000.  All the authorized shares 
of Common Stock shall have a par value of $0.01.

	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.
	
	4.      The foregoing amendment of the Amended and Restated 

Articles of Incorporation has been duly approved by the 

required vote of the shareholders of the Corporation in 

accordance with Section 902 and 903 of the California 

Corporations Code.
	
	The total number of outstanding shares of the Corporation 
entitled to vote with respect to the foregoing amendment was 
169,570,302 shares of Common Stock.  The number of shares 
voting in favor of the amendment equaled or exceeded the vote 
required, such required vote being more than a majority of the 
outstanding shares of Common Stock.


	Executed at Santa Clara, California, on the 4th day of 
October 1996.


			       /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 4th day of 
October 1996.


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



Attorneys at Law
400 Hamilton Avenue 
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699

http://www.gcwf.com


                                               							   EXHIBIT 5
							                                                  Our File No.
							                                                  1200217-901600



                    			      November 7, 1996



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

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 6,718,715 shares of the Common 
Stock, par value $0.01, of the Company which may be issued 
pursuant to the exercise of options granted under the 3Com 
Corporation 1994 Stock Option Plan (the "3Com Plan") and 
individual stock option agreements granted under the OnStream 
Networks, Inc. 1990 Stock Option Plan and assumed by the 
Company (the "OnStream Options").  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 6,718,715 shares of Common Stock which 
may be issued upon the exercise of options pursuant to the 
3Com Plan and the exercise of the OnStream Options are duly 
authorized shares of the Company's Common Stock, and, when 
issued against receipt of the consideration therefor in 
accordance with the provisions of the 3Com Plan and the 
OnStream Options, will be validly issued, fully paid and 
nonassessable.  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 
reports dated June 24, 1996 and August 22, 1996 appearing in 
the Annual Report on Form 10-K of 3Com Corporation for the 
year ended May 31, 1996.



/s/ Deloitte & Touche LLP

San Jose, California
November 6, 1996


                        			      EXHIBIT 23.3

          	   INDEPENDENT AUDITORS' REPORT ON SCHEDULE AND CONSENT


The Board of Directors
Primary Access Corporation:


We consent to the incorporation by reference in this 
Registration Statement on Form S-8 of 3Com Corporation of our 
report dated November 5, 1993, relating to the statements of 
operations, stockholders' equity and cash flows of Primary 
Access Corporation for the fifty-three weeks ended October 3, 
1993 and of our report on financial statement schedule dated 
August 22, 1996, which reports appear in the Annual Report on 
Form 10-K of 3Com Corporation for the year ended May 31, 1996.



                                    				   /s/ KPMG Peat Marwick LLP

San Diego, California
November 6, 1996


                             			 EXHIBIT 23.4

              	      CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of 3Com Corporation of our 
report dated February 7, 1995 relating to the financial 
statements of Chipcom Corporation as of December 31, 1994 and 
for each of the two years in the period then ended, appearing 
on page 32 of 3Com Corporation's Annual Report on Form 10-K 
for the year ended May 31, 1996.  We also consent to the 
application of such report to the Financial Statement Schedule 
of Chipcom Corporation for the years ended December 31, 1994 
and 1993 when such schedule is read in conjunction with the 
financial statements referred to in our report.


/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP


Boston, Massachusetts
November 6, 1996
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Registration No. 333-               , Filed              , 1996

    	      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)

            		  3Com Corporation 1994 Stock Option Plan and
		               Certain Individual Employee Stock Options
		                  Assumed by 3Com Corporation and
		                 Granted by OnStream Networks, Inc.
    	      Under the OnStream Networks, Inc. 1990 Stock Option 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 (1)          registered   share (2)     price          fee

3Com Corporation 1994 Stock Option Plan
---------------------------------------
Common Stock            6,320,000    $67.75     $428,180,000.00   $129,751.39
Par value $0.01
		      
Options Assumed by 3Com Corporation (OnStream Networks, Inc. 1990 Stock Option
Plan)
------------------------------------------------------------------------------
Common Stock              398,715    $ 1.41     $    562,188.15   $    170.36
Par value $0.01
 
TOTAL                   6,718,715               $428,742,188.15    $129,921.75

(1)     Includes options to acquire such Common Stock.

(2)     Estimated pursuant to Rule 457 solely for purposes of calculating the 
registration fee.  With respect to the 3Com Corporation 1994 Stock Option Plan, 
the price is based upon the average of the high and low prices of the Common
Stock on November 4, 1996, as reported on the National Association of 
Securities Dealers Automated Quotations System.  With respect to options 
granted under the OnStream Networks, Inc. 1990 Stock Option Plan, the price
is based on the weighted average exercise price.  
	           	---------------------------------------------------
				                             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 with the Commission 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 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 may be transferred with the Company's Common 
Stock, which description is contained in the Company's 
Registration Statement on Form 8-A filed which 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

	As of November 6, 1996 certain attorneys of Gray Cary 
Ware & Freidenrich, A Professional Corporation, which passed 
upon the validity of the shares of Common Stock to be offered 
hereunder, owned 1,233 shares of the Common Stock of the 
Company.

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 November 6, 1996.

		          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 November 6, 1996.

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          Senior 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     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)

4.2     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)

4.3     Certificate of 
Amendment of the Amended and 
Restated Articles of 
Incorporation is incorporated by 
reference to Exhibit 4.1 to the 
Company's Form S-8 filed with 
the Securities and Exchange 
Commission on October 19, 1995 
(File No. 33-63547)

4.4     Certificate of 
Amendment of the Amended and 
Restated Articles of 
Incorporation dated October 4, 
1996

4.5     Bylaws of the Company, 
as amended and restated, 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     Agreement and Plan of 
Reorganization, dated October 5, 
1996, by and among the Company, 
OnStream Acquisition Corporation 
and OnStream Networks, Inc. is 
incorporated by reference to 
Exhibit 2.1 to the Company's 
Form S-4 filed with the 
Securities and Exchange 
Commission, effective October 
21, 1996 (File No. 333-13993)

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

23.4    Consent of Price Waterhouse LLP

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

                       			     EXHIBIT 4.4

                 		      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 400,000,000 and the 
number of shares of Preferred Stock which this corporation is 
authorized to issue is 3,000,000.  All the authorized shares 
of Common Stock shall have a par value of $0.01.

	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.
	
	4.      The foregoing amendment of the Amended and Restated 

Articles of Incorporation has been duly approved by the 

required vote of the shareholders of the Corporation in 

accordance with Section 902 and 903 of the California 

Corporations Code.
	
	The total number of outstanding shares of the Corporation 
entitled to vote with respect to the foregoing amendment was 
169,570,302 shares of Common Stock.  The number of shares 
voting in favor of the amendment equaled or exceeded the vote 
required, such required vote being more than a majority of the 
outstanding shares of Common Stock.

	Executed at Santa Clara, California, on the 4th day of 
October 1996.

			       /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 4th day of 
October 1996.

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

Attorneys at Law
400 Hamilton Avenue 
Palo Alto, CA 94301-1825
Tel (415) 328-6561
Fax (415) 327-3699

http://www.gcwf.com

                                               							   EXHIBIT 5
							                                                  Our File No.
							                                                  1200217-901600

                    			      November 7, 1996

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

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 6,718,715 shares of the Common 
Stock, par value $0.01, of the Company which may be issued 
pursuant to the exercise of options granted under the 3Com 
Corporation 1994 Stock Option Plan (the "3Com Plan") and 
individual stock option agreements granted under the OnStream 
Networks, Inc. 1990 Stock Option Plan and assumed by the 
Company (the "OnStream Options").  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 6,718,715 shares of Common Stock which 
may be issued upon the exercise of options pursuant to the 
3Com Plan and the exercise of the OnStream Options are duly 
authorized shares of the Company's Common Stock, and, when 
issued against receipt of the consideration therefor in 
accordance with the provisions of the 3Com Plan and the 
OnStream Options, will be validly issued, fully paid and 
nonassessable.  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 
reports dated June 24, 1996 and August 22, 1996 appearing in 
the Annual Report on Form 10-K of 3Com Corporation for the 
year ended May 31, 1996.

/s/ Deloitte & Touche LLP

San Jose, California
November 6, 1996

                        			      EXHIBIT 23.3

          	   INDEPENDENT AUDITORS' REPORT ON SCHEDULE AND CONSENT

The Board of Directors
Primary Access Corporation:

We consent to the incorporation by reference in this 
Registration Statement on Form S-8 of 3Com Corporation of our 
report dated November 5, 1993, relating to the statements of 
operations, stockholders' equity and cash flows of Primary 
Access Corporation for the fifty-three weeks ended October 3, 
1993 and of our report on financial statement schedule dated 
August 22, 1996, which reports appear in the Annual Report on 
Form 10-K of 3Com Corporation for the year ended May 31, 1996.

                                    				   /s/ KPMG Peat Marwick LLP

San Diego, California
November 6, 1996

                             			 EXHIBIT 23.4

              	      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this 
Registration Statement on Form S-8 of 3Com Corporation of our 
report dated February 7, 1995 relating to the financial 
statements of Chipcom Corporation as of December 31, 1994 and 
for each of the two years in the period then ended, appearing 
on page 32 of 3Com Corporation's Annual Report on Form 10-K 
for the year ended May 31, 1996.  We also consent to the 
application of such report to the Financial Statement Schedule 
of Chipcom Corporation for the years ended December 31, 1994 
and 1993 when such schedule is read in conjunction with the 
financial statements referred to in our report.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Boston, Massachusetts
November 6, 1996