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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                3COM CORPORATION
             (Exact name of Registrant as specified in its charter)

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

           Delaware                                           94-2605794
-------------------------------                         ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                                3Com Corporation
                               5400 Bayfront Plaza
                           Santa Clara, CA 95052-8145
               (Address of Principal Executive Offices) (Zip Code)

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

                        1984 EMPLOYEE STOCK PURCHASE PLAN
                           DIRECTOR STOCK OPTION PLAN
                             1983 STOCK OPTION PLAN
                            (Full title of the plans)

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

                                 Mark D. Michael
                        Senior Vice President, Secretary
                               and General Counsel
                                3Com Corporation
                               5400 Bayfront Plaza
                           Santa Clara, CA 95052-8145
                     (Name and address of agent for service)

                                 (408) 326-5000
          (Telephone number, including area code, of agent for service)


<TABLE>
                                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
                                                                          Proposed               Proposed
                  Title of                                                Maximum                 Maximum
                 Securities                           Amount              Offering               Aggregate              Amount of
                    to be                             to be              Price Per               Offering              Registration
                  Registered                      Registered(1)           Share(2)               Price(2)                  Fee
<S>                                             <C>                      <C>                   <C>                    <C>         
Common Stock, $0.01 par value,
  to be issued under the:
    - 1984 Employee Stock Purchase Plan.....     2,000,000 shares        $  39.41875(3)        $  78,837,500          $  21,916.83
    - Director Stock Option Plan............     1,000,000 shares        $  46.375             $  46,375,000          $  12,892.25
    - 1983 Stock Option Plan................     7,000,000 shares        $  46.375             $ 324,625,000          $  90,245.75
                                                -----------------                              -------------          ------------
         TOTAL                                  10,000,000 shares                              $ 449,837,500          $ 125,054.83
====================================================================================================================================

<FN>
(1)      Pursuant to Rule 429 under the Securities Act of 1933, as amended,  the
         prospectuses  relating  hereto also relate to shares  registered  under
         Form S-8 Registration Statements Nos. 33-63547, 33-45176 and 33-72158.

(2)      Estimated in accordance  with Rule 457(c) and (h) under the  Securities
         Act of 1933,  as  amended,  solely for the purpose of  calculating  the
         registration fee.  Computation based upon the closing sale price of the
         Common  Stock as reported on the Nasdaq  National  Market on January 7,
         1999.

(3)      Based upon 85% of fair market  value,  calculated  in  accordance  with
         footnote (2).
</FN>
</TABLE>


<PAGE>


                                3COM CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended May 31, 1998,  filed pursuant to Section 13(a) of the Securities  Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  containing  audited  financial
statements for the Company's latest fiscal year.

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended August 28, 1998 and November 27, 1998,  filed pursuant to Section
13(a) of the Exchange Act.

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

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

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         As  permitted by Section 145 of the Delaware  General  Corporation  Law
(the "DGCL"), the Registrant's  Certificate of Incorporation  provides that each
person who is or was or who had  agreed to become a  director  or officer of the
Registrant  or who had  agreed  at the  request  of the  Registrant's  Board  of
Directors  or an officer of the  Registrant  to serve as an employee or agent of
the  Registrant  or  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other enterprise,  shall be
indemnified  by the  Registrant to the full extent  permitted by the DGCL or any
other applicable  laws. Such Certificate of Incorporation  also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification

                                      II-1

<PAGE>


permitted or authorized thereunder for or with respect to claims asserted before
or after such  amendment or repeal  arising from acts or omissions  occurring in
whole or in part before the effective date of such amendment or repeal.

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

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

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1      Amended and Restated  3Com  Corporation  1984  Employee  Stock
                  Purchase Plan, effective September 24, 1998.

         4.2      Amended 3Com Corporation Director Stock Option Plan, effective
                  September 24, 1998.

         4.3      Amended 3Com  Corporation  1983 Stock  Option Plan,  effective
                  October 7, 1997.

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

         23.1     Consent of Deloitte & Touche, LLP, Independent Auditors.

         23.2     Consent of Grant Thornton, LLP.

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

         24.1     Power of Attorney (see page II-4).

                                      II-2

<PAGE>


Item 9.  Undertakings

         (a)      Rule 415 Offering

                  The undersigned registrant hereby undertakes:

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

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

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

         (b)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference

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

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

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

                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant,  3Com Corporation,  certifies that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Santa Clara,  State of
California, on the 8th day of January, 1999.


                                          3COM CORPORATION

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


                                POWER OF ATTORNEY

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

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

<CAPTION>
              Signature                                        Title                                  Date
<S>                                             <C>                                             <C>
/s/ ERIC A. BENHAMOU                            Chairman of the Board and Chief                 December  31, 1998
-------------------------------------------     Executive Officer (Principal Executive
Eric A. Benhamou                                Officer)


/s/ CHRISTOPHER B. PAISLEY                      Senior Vice President, Finance and Chief        December  31, 1998
-------------------------------------------     Financial Officer (Principal Financial
Christopher B. Paisley                          and Accounting Officer)


/s/ JAMES L. BARKSDALE                          Director                                        December  31, 1998
-------------------------------------------
James L. Barksdale


/s/ GORDON A. CAMPBELL                          Director                                        December  31, 1998
-------------------------------------------
Gordon A. Campbell


/s/ CASEY G. COWELL                             Director                                        December  31, 1998
-------------------------------------------
Casey G. Cowell


                                                Director                                        ____________, 199_
-------------------------------------------
James E. Cowie

                                                       II-4

<PAGE>



              Signature                                        Title                                  Date

/s/ DAVID W. DORMAN                             Director                                        December  31, 1998
-------------------------------------------
David W. Dorman


/s/ JEAN-LOUIS GASSEE                           Director                                        December  31, 1998
-------------------------------------------
Jean-Louis Gassee


/s/ PHILIP C. KANTZ                             Director                                        December  31, 1998
-------------------------------------------
Philip C. Kantz


/s/ PAUL G. YOVOVICH                            Director                                        December  31, 1998
-------------------------------------------
Paul G. Yovovich


/s/ WILLIAM F. ZUENDT                           Director                                        December  31, 1998
-------------------------------------------
William F. Zuendt
</TABLE>

                                                       II-5

<PAGE>


                                3COM CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS



Exhibit
Number                                    Description
------            --------------------------------------------------------------
 4.1              Amended and Restated  3Com  Corporation  1984  Employee  Stock
                  Purchase Plan, effective September 24, 1998.

 4.2              Amended 3Com Corporation Director Stock Option Plan, effective
                  September 24, 1998.

 4.3              Amended 3Com  Corporation  1983 Stock  Option Plan,  effective
                  October 7, 1997.

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

 23.1             Consent of Deloitte & Touche, LLP, Independent Auditors.

 23.2             Consent of Grant Thornton, LLP.

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

 24.1             Power of Attorney (see page II-4).

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ESPP, DSOP AND 1983 SOP", "secsgml_size_bytes": 18727}]
{"company-data": {"conformed-name": "3COM CORP", "cik": "0000738076", "assigned-sic": "3576", "irs-number": "942605794", "state-of-incorporation": "CA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70459", "film-number": "99505067"}, "business-address": {"street1": "5400 BAYFRONT PLZ", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8145", "phone": "4087645000"}, "mail-address": {"street1": "5400 BAYFRONT PLAZA", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8145"}}
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                3COM CORPORATION
             (Exact name of Registrant as specified in its charter)

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

           Delaware                                           94-2605794
-------------------------------                         ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                                3Com Corporation
                               5400 Bayfront Plaza
                           Santa Clara, CA 95052-8145
               (Address of Principal Executive Offices) (Zip Code)

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

                        1984 EMPLOYEE STOCK PURCHASE PLAN
                           DIRECTOR STOCK OPTION PLAN
                             1983 STOCK OPTION PLAN
                            (Full title of the plans)

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

                                 Mark D. Michael
                        Senior Vice President, Secretary
                               and General Counsel
                                3Com Corporation
                               5400 Bayfront Plaza
                           Santa Clara, CA 95052-8145
                     (Name and address of agent for service)

                                 (408) 326-5000
          (Telephone number, including area code, of agent for service)

                                                   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(1)           Share(2)               Price(2)                  Fee
Common Stock, $0.01 par value,
  to be issued under the:
    - 1984 Employee Stock Purchase Plan.....     2,000,000 shares        $  39.41875(3)        $  78,837,500          $  21,916.83
    - Director Stock Option Plan............     1,000,000 shares        $  46.375             $  46,375,000          $  12,892.25
    - 1983 Stock Option Plan................     7,000,000 shares        $  46.375             $ 324,625,000          $  90,245.75
                                                -----------------                              -------------          ------------
         TOTAL                                  10,000,000 shares                              $ 449,837,500          $ 125,054.83
====================================================================================================================================
(1)      Pursuant to Rule 429 under the Securities Act of 1933, as amended,  the
         prospectuses  relating  hereto also relate to shares  registered  under
         Form S-8 Registration Statements Nos. 33-63547, 33-45176 and 33-72158.

(2)      Estimated in accordance  with Rule 457(c) and (h) under the  Securities
         Act of 1933,  as  amended,  solely for the purpose of  calculating  the
         registration fee.  Computation based upon the closing sale price of the
         Common  Stock as reported on the Nasdaq  National  Market on January 7,
         1999.

(3)      Based upon 85% of fair market  value,  calculated  in  accordance  with
         footnote (2).
3COM CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended May 31, 1998,  filed pursuant to Section 13(a) of the Securities  Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  containing  audited  financial
statements for the Company's latest fiscal year.

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended August 28, 1998 and November 27, 1998,  filed pursuant to Section
13(a) of the Exchange Act.

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

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

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         As  permitted by Section 145 of the Delaware  General  Corporation  Law
(the "DGCL"), the Registrant's  Certificate of Incorporation  provides that each
person who is or was or who had  agreed to become a  director  or officer of the
Registrant  or who had  agreed  at the  request  of the  Registrant's  Board  of
Directors  or an officer of the  Registrant  to serve as an employee or agent of
the  Registrant  or  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other enterprise,  shall be
indemnified  by the  Registrant to the full extent  permitted by the DGCL or any
other applicable  laws. Such Certificate of Incorporation  also provides that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification

                                      II-1
permitted or authorized thereunder for or with respect to claims asserted before
or after such  amendment or repeal  arising from acts or omissions  occurring in
whole or in part before the effective date of such amendment or repeal.

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

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

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1      Amended and Restated  3Com  Corporation  1984  Employee  Stock
                  Purchase Plan, effective September 24, 1998.

         4.2      Amended 3Com Corporation Director Stock Option Plan, effective
                  September 24, 1998.

         4.3      Amended 3Com  Corporation  1983 Stock  Option Plan,  effective
                  October 7, 1997.

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

         23.1     Consent of Deloitte & Touche, LLP, Independent Auditors.

         23.2     Consent of Grant Thornton, LLP.

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

         24.1     Power of Attorney (see page II-4).

                                      II-2
Item 9.  Undertakings

         (a)      Rule 415 Offering

                  The undersigned registrant hereby undertakes:

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

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

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

         (b)  Filings   incorporating   subsequent  Exchange  Act  documents  by
reference

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

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

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

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant,  3Com Corporation,  certifies that it has reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Santa Clara,  State of
California, on the 8th day of January, 1999.

                                          3COM CORPORATION

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

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                        Title                                  Date
/s/ ERIC A. BENHAMOU                            Chairman of the Board and Chief                 December  31, 1998
-------------------------------------------     Executive Officer (Principal Executive
Eric A. Benhamou                                Officer)

/s/ CHRISTOPHER B. PAISLEY                      Senior Vice President, Finance and Chief        December  31, 1998
-------------------------------------------     Financial Officer (Principal Financial
Christopher B. Paisley                          and Accounting Officer)

/s/ JAMES L. BARKSDALE                          Director                                        December  31, 1998
-------------------------------------------
James L. Barksdale

/s/ GORDON A. CAMPBELL                          Director                                        December  31, 1998
-------------------------------------------
Gordon A. Campbell

/s/ CASEY G. COWELL                             Director                                        December  31, 1998
-------------------------------------------
Casey G. Cowell

                                                Director                                        ____________, 199_
-------------------------------------------
James E. Cowie

                                                       II-4
Signature                                        Title                                  Date

/s/ DAVID W. DORMAN                             Director                                        December  31, 1998
-------------------------------------------
David W. Dorman

/s/ JEAN-LOUIS GASSEE                           Director                                        December  31, 1998
-------------------------------------------
Jean-Louis Gassee

/s/ PHILIP C. KANTZ                             Director                                        December  31, 1998
-------------------------------------------
Philip C. Kantz

/s/ PAUL G. YOVOVICH                            Director                                        December  31, 1998
-------------------------------------------
Paul G. Yovovich

/s/ WILLIAM F. ZUENDT                           Director                                        December  31, 1998
-------------------------------------------
William F. Zuendt
II-5
3COM CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
Number                                    Description
------            --------------------------------------------------------------
 4.1              Amended and Restated  3Com  Corporation  1984  Employee  Stock
                  Purchase Plan, effective September 24, 1998.

 4.2              Amended 3Com Corporation Director Stock Option Plan, effective
                  September 24, 1998.

 4.3              Amended 3Com  Corporation  1983 Stock  Option Plan,  effective
                  October 7, 1997.

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

 23.1             Consent of Deloitte & Touche, LLP, Independent Auditors.

 23.2             Consent of Grant Thornton, LLP.

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

 24.1             Power of Attorney (see page II-4).

                                      II-6