As filed with the Securities and Exchange Commission on March 12, 1999
                                                      Registration No. 333-_____
================================================================================
                       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)
                              -------------------
                         NBX CORPORATION 1996 STOCK PLAN
                         NBX CORPORATION 1998 STOCK PLAN
                              (Full title of 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:

  - NBX Corporation 1996 Stock Plan...         366,512 shares             $   --                  $287,113               $ 80

  - NBX Corporation 1998 Stock Plan...         143,400 shares             $   --                  $208,332               $ 58

         TOTAL                                 509,912 shares                                     $495,445               $138
====================================================================================================================================
<FN>
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable upon exercise of options  granted under
     the NBX  Corporation  1996 Stock Plan and the NBX 1998 Stock Plan by reason
     of any stock  dividend,  stock  split,  recapitalization  or other  similar
     transaction  effected without the receipt of consideration which results in
     an increase in the number of the outstanding shares of Common Stock of 3Com
     Corporation.
(2)  Computed in accordance  with Rule 457(h) under the  Securities Act of 1933,
     as amended,  solely for the purpose of calculating  the  registration  fee.
     Computation based upon the price at which the options may be exercised.
</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  Report  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.

                                      II-2

<PAGE>


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  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      NBX  Corporation  1996 Stock Plan,  and form of agreement used
                  thereunder.

         4.2      NBX  Corporation  1998 Stock Plan,  and form of agreement used
                  thereunder.

         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, Independent Accountants.

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

        24.1      Power of Attorney (see page II-5).

                                      II-3

<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-4

<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 12th day of March, 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 Executive
---------------------------------                Officer (Principal Executive Officer)               March 12, 1999
Eric A. Benhamou


/s/ Christopher B. Paisley                       Senior Vice President, Finance and Chief
---------------------------------                Financial Officer (Principal Financial and
Christopher B. Paisley                           Accounting Officer)                                March 12, 1999

/s/ James L. Barksdale
---------------------------------
James L. Barksdale                               Director                                           March 12, 1999


/s/ Gordon A. Campbell
---------------------------------
Gordon A. Campbell                               Director                                           March 12, 1999

                                                       II-5

<PAGE>


/s/ Casey G. Cowell
---------------------------------
Casey G. Cowell                                  Director                                           March 12, 1999


/s/ James E. Cowie
---------------------------------
James E. Cowie                                   Director                                           March 12, 1999


/s/ David W. Dorman 
---------------------------------
David W. Dorman                                  Director                                           March 12, 1999


/s/ Jean-Louis Gassee
---------------------------------
Jean-Louis Gassee                                Director                                           March 12, 1999


/s/ Philip C. Kantz
---------------------------------
Philip C. Kantz                                  Director                                           March 12, 1999


/s/ Paul G. Yovovich
---------------------------------
Paul G. Yovovich                                 Director                                           March 12, 1999


---------------------------------
William F. Zuendt                                Director                                           March 12, 1999
</TABLE>

                                                      II-6

<PAGE>


                                3COM CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

       Exhibit
        Number                   Description
       -------    -------------------------------------------
         4.1      NBX  Corporation  1996 Stock Plan,  and form of agreement used
                  thereunder.

         4.2      NBX  Corporation  1998 Stock Plan,  and form of agreement used
                  thereunder.

         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, Independent Accountants.

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

         24.1     Power of Attorney (see page II-5).

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18284}]
{"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": "333-74371", "film-number": "99564503"}, "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"}}
As filed with the Securities and Exchange Commission on March 12, 1999
                                                      Registration No. 333-_____
================================================================================
                       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)
                              -------------------
                         NBX CORPORATION 1996 STOCK PLAN
                         NBX CORPORATION 1998 STOCK PLAN
                              (Full title of 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:

  - NBX Corporation 1996 Stock Plan...         366,512 shares             $   --                  $287,113               $ 80

  - NBX Corporation 1998 Stock Plan...         143,400 shares             $   --                  $208,332               $ 58

         TOTAL                                 509,912 shares                                     $495,445               $138
====================================================================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become  issuable upon exercise of options  granted under
     the NBX  Corporation  1996 Stock Plan and the NBX 1998 Stock Plan by reason
     of any stock  dividend,  stock  split,  recapitalization  or other  similar
     transaction  effected without the receipt of consideration which results in
     an increase in the number of the outstanding shares of Common Stock of 3Com
     Corporation.
(2)  Computed in accordance  with Rule 457(h) under the  Securities Act of 1933,
     as amended,  solely for the purpose of calculating  the  registration  fee.
     Computation based upon the price at which the options may be exercised.
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  Report  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.

                                      II-2
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  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      NBX  Corporation  1996 Stock Plan,  and form of agreement used
                  thereunder.

         4.2      NBX  Corporation  1998 Stock Plan,  and form of agreement used
                  thereunder.

         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, Independent Accountants.

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

        24.1      Power of Attorney (see page II-5).

                                      II-3
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-4
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 12th day of March, 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 Executive
---------------------------------                Officer (Principal Executive Officer)               March 12, 1999
Eric A. Benhamou

/s/ Christopher B. Paisley                       Senior Vice President, Finance and Chief
---------------------------------                Financial Officer (Principal Financial and
Christopher B. Paisley                           Accounting Officer)                                March 12, 1999

/s/ James L. Barksdale
---------------------------------
James L. Barksdale                               Director                                           March 12, 1999

/s/ Gordon A. Campbell
---------------------------------
Gordon A. Campbell                               Director                                           March 12, 1999

                                                       II-5
/s/ Casey G. Cowell
---------------------------------
Casey G. Cowell                                  Director                                           March 12, 1999

/s/ James E. Cowie
---------------------------------
James E. Cowie                                   Director                                           March 12, 1999

/s/ David W. Dorman 
---------------------------------
David W. Dorman                                  Director                                           March 12, 1999

/s/ Jean-Louis Gassee
---------------------------------
Jean-Louis Gassee                                Director                                           March 12, 1999

/s/ Philip C. Kantz
---------------------------------
Philip C. Kantz                                  Director                                           March 12, 1999

/s/ Paul G. Yovovich
---------------------------------
Paul G. Yovovich                                 Director                                           March 12, 1999

---------------------------------
William F. Zuendt                                Director                                           March 12, 1999
II-6
3COM CORPORATION
                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

       Exhibit
        Number                   Description
       -------    -------------------------------------------
         4.1      NBX  Corporation  1996 Stock Plan,  and form of agreement used
                  thereunder.

         4.2      NBX  Corporation  1998 Stock Plan,  and form of agreement used
                  thereunder.

         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, Independent Accountants.

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

         24.1     Power of Attorney (see page II-5).

                                      II-7