8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



                                                        
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  November 8, 1994






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


California                       0-12867                    94-2605794
(State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer)
incorporation or organization)                             Identification No.)




5400 Bayfront Plaza                                        95052
Santa Clara, California
(Address of principal executive offices)                   (Zip Code)




Registrant's telephone number, including area code:  (408) 764-5000




Item 5.  Other Events

         On November 8, 1994, 3Com Corporation (the "Company") announced in a
press release that it concluded a Placement Agreement (the "Agreement"), a
copy of which is attached hereto as Exhibit 5.1 and incorporated herein by
reference, with two investment banking firms for the private placement under
Rule 144A of the Securities Act of 1933, as amended, of up to $110 million
10.25% convertible subordinated notes due 2001.  The notes are convertible
into a maximum of 1,591,320 shares of the Company's Common Stock at a
conversion price of $69.125 per share.  The terms of the notes are governed
by an Indenture dated November 1, 1994 by and between the Company and The
First National Bank of Boston, as trustee, a copy of which is attached hereto
as Exhibit 5.2 and incorporated herein by reference.  The transaction closed 
on November 16, 1994.

         A copy of the press release announcing the signing of the Agreement
is attached hereto as Exhibit 5.3 and is incorporated herein by reference. 

Item 7.  Exhibits

         Exhibit No.                       Description

            5.1                    Placement Agreement dated November 8, 1994

            5.2                    Indenture dated November 1, 1994

            5.3                    Press Release date November 8, 1994
 


                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 3COM CORPORATION



November 16, 1994                By:       /s/    Christopher B. Paisley
                                           Christopher B. Paisley
                                           Vice President Finance and
                                           Chief Financial Officer
                                           (Principal Financial Officer)


                                                         
                                 3Com Corporation
                                  Exhibit Index
                                   to Form 8-K

        Exhibit No.          Description

           5.1               Placement Agreement dated November 8, 1994

           5.2               Indenture dated November 1, 1994

           5.3               Press Release dated November 8, 1994

EX-5

EXHIBIT 5.1






PLACEMENT AGREEMENT

DATED NOVEMBER 8, 1994



3COM CORPORATION

PLACEMENT AGREEMENT

November 8, 1994


Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
c/o  Morgan Stanley & Co. Incorporated
	    1251 Avenue of the Americas
	    New York, New York 10020

Dear Sirs:

	3Com Corporation, a California corporation (the "Company"), 
proposes to issue and sell to you, the purchasers named in Schedule I 
hereto (the "Purchasers"), $100,000,000 aggregate principal amount of 
its 10.25% Convertible Subordinated Notes Due 2001 (the "Firm Notes") 
to be issued pursuant to the provisions of an Indenture (the 
"Indenture") dated as of November 1, 1994 between the Company and The 
First National Bank of Boston, as Trustee (the "Trustee").

	The Company also proposes to issue and sell to the Purchasers 
not more than an additional $10,000,000 aggregate principal amount of 
its 10.25% Convertible Subordinated Notes Due 2001 (the "Additional 
Notes") if and to the extent that Morgan Stanley & Co. Incorporated, 
as Manager, shall have determined to exercise, on behalf of the 
Purchasers, the right to purchase such Additional Notes granted to 
the Purchasers in Section 3 hereof.  The Firm Notes and the 
Additional Notes are hereinafter collectively referred to as the 
"Notes."  The Notes will be convertible, on the terms and subject to 
the conditions set forth in the Indenture and the Notes, into Common 
Stock, no par value, of the Company (the "Common Stock") together 
with the rights (the "Rights") evidenced by such Common Stock to the 
extent provided in the Rights Agreement dated as of September 8, 
1989, as to be amended pursuant to the Indenture (the "Rights 
Agreement"), between the Company and The First National Bank of 
Boston.

	The sale of the Notes to you will be made without registration 
of the Notes under the Securities Act of 1933, as amended (the 
"Securities Act"), in reliance on exemptions therefrom, including 
without limitation the exemption provided by Section 4(2) of the 
Securities Act.

	In connection with the sale of the Notes, the Company has 
prepared a preliminary Offering Memorandum dated November 1, 1994 
(the "Preliminary Memorandum") and a final Offering Memorandum dated 
November 8, 1994 (the "Final Memorandum" and, with the Preliminary 
Memorandum, each a "Memorandum") setting forth or including a 
description of the terms of the Notes, the terms of the offering, a 
description of the Company and any material developments relating to 
the Company occurring after the date of the most recent financial 
statements included therein.  Each of the Preliminary Memorandum and 
the Final Memorandum includes or incorporates certain information 
concerning the Company, the Notes and the Common Stock.  The Final 
Memorandum incorporates by reference each document or report filed by 
the Company after the date hereof and prior to the termination of the 
distribution of the Notes with the Securities and Exchange Commission 
(the "Commission") pursuant to Section 13(a), 13(c), 14 or 15(d) of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act").  
Any references herein to the Preliminary Memorandum or the Final 
Memorandum shall be deemed to include all documents incorporated 
therein by reference and any further document or report filed by the 
Company with the Commission under the Exchange Act subsequent to the 
date hereof and prior to the termination of the distribution of the 
Notes.  The terms "supplement," "amendment" and "amend" as used 
herein shall include all documents deemed to be incorporated by 
reference in the Preliminary Memorandum or Final Memorandum that are 
filed subsequent to the date of such Memorandum with the Commission 
pursuant to the Exchange Act.

	1.	Representations and Warranties.  The Company represents and 
warrants to, and agrees with, the Purchasers that:

		(a)	(i) Each document filed or to be filed pursuant to the 
Exchange Act and incorporated by reference in either Memorandum 
complied or will comply when so filed in all material respects with 
the Exchange Act and the applicable rules and regulations of the 
Commission thereunder and (ii) the Preliminary Memorandum does not 
contain and the Final Memorandum, in the form used by the Purchasers 
to confirm sales and on the Closing Date (as defined below), will not 
contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements therein, in the light 
of the circumstances under which they were made, not misleading, 
except that the representations and warranties set forth in 
clause (ii) of this Section 1(a) do not apply to statements or 
omissions in either Memorandum based upon information relating to any 
Purchaser furnished to the Company in writing by such Purchaser 
through you expressly for use therein.

		(b)	The Company has been duly incorporated, is validly 
existing as a corporation in good standing under the laws of the 
State of California, has the corporate power and authority to own its 
property and to conduct its business as described in each Memorandum 
and is duly qualified to transact business and is in good standing in 
each jurisdiction in which the conduct of its business or its 
ownership or leasing of property requires such qualification, except 
to the extent that the failure to be so qualified or be in good 
standing would not have a material adverse effect on the Company and 
its subsidiaries, taken as a whole.

		(c)	Each "significant subsidiary" of the Company (as 
defined in Regulation S-X, Section 210.1-02(v), each a "subsidiary") 
has been duly incorporated, is validly existing as a corporation in 
good standing under the laws of the jurisdiction of its 
incorporation, has the corporate power and authority to own its 
property and to conduct its business as described in each Memorandum 
or as currently being conducted and is duly qualified to transact 
business and is in good standing in each jurisdiction in which the 
conduct of its business or its ownership or leasing of property 
requires such qualification, except to the extent that the failure to 
be so qualified or be in good standing would not have a material 
adverse effect on the Company and its subsidiaries, taken as a whole.

		(d)	This Agreement has been duly authorized, executed and 
delivered by the Company.

		(e)	The Notes have been duly authorized and, when 
executed, authenticated and delivered to and paid for by the 
Purchasers in accordance with the terms of this Agreement and the 
Indenture, will (i) be valid and binding obligations of the Company 
enforceable in accordance with their terms, except as (A) the 
enforceability thereof may be limited by bankruptcy, insolvency or 
similar laws affecting creditors' rights generally and (B) rights of 
acceleration, if applicable, and the availability of equitable 
remedies may be limited by equitable principles of general 
applicability and (ii) be entitled to the benefits of the Indenture.

		(f)	(1) The shares of Common Stock issuable upon 
conversion of the Notes (the "Shares") have been duly authorized and 
reserved for issuance and, when issued upon such conversion in accor-
dance with the terms of the Notes and the Indenture, will be validly 
issued, fully paid and nonassessable, and the issuance of such Shares 
will not be subject to any preemptive rights or similar rights and 
(2) the Rights, if any, issuable upon conversion of the Notes have 
been duly authorized and, when and if issued upon conversion in 
accordance with the terms of the Indenture and the Rights Agreement, 
will have been validly issued.

		(g)	The authorized capital stock of the Company conforms 
as to legal matters to the description thereof contained in each 
Memorandum.

		(h)	The shares of Common Stock of the Company outstanding 
have been duly authorized and are validly issued, fully paid and 
non-assessable.

		(i)	The Indenture has been duly authorized, executed and 
delivered by, and is a valid and binding agreement of, the Company, 
enforceable in accordance with its terms except as (i) the 
enforceability thereof may be limited by bankruptcy, insolvency or 
similar laws affecting creditors' rights generally and (ii) rights of 
acceleration, if applicable, and the availability of equitable 
remedies may be limited by equitable principles of general 
applicability.

		(j)	The execution and delivery by the Company of, and the 
performance by the Company of its obligations under, this Agreement, 
the Indenture and the Notes will not contravene any provision of 
applicable law or the articles of incorporation or bylaws of the 
Company or any agreement or other instrument binding upon the Company 
or any of its subsidiaries that is material to the Company and its 
subsidiaries, taken as a whole, or any judgment, order or decree of 
any governmental body, agency or court having jurisdiction over the 
Company or any subsidiary, and no consent, approval, authorization or 
order of, or qualification with, any governmental body or agency is 
required for the performance by the Company of its obligations under 
this Agreement, the Indenture and the Notes, except such as are 
specified and have been obtained or such as may be required by the 
securities or Blue Sky laws of the various states in connection with 
the purchase and distribution of the Notes by you.

		(k)	There has not occurred any material adverse change, or 
any development which could reasonably be expected to result in a 
material adverse change, in the condition, financial or otherwise, or 
in the earnings, business or operations of the Company and its 
subsidiaries, taken as a whole, from that set forth in the 
Preliminary Memorandum.

		(l)	There are no legal or governmental proceedings pending 
or threatened to which the Company or any of its subsidiaries is a 
party or to which any of the properties of the Company or any of its 
subsidiaries is subject other than proceedings accurately described 
in all material respects in each Memorandum and proceedings that 
would not have a material adverse effect on the Company and its 
subsidiaries, taken as a whole, or on the power or ability of the 
Company to perform its obligations under this Agreement, the 
Indenture or the Notes or to consummate the transactions contemplated 
by the Final Memorandum.

		(m)	Each of the Company and its subsidiaries has all 
necessary consents, authorizations, approvals, orders, certificates 
and permits of and from, and has made all declarations and filings 
with, all federal, state, local and other governmental authorities, 
all self-regulatory organizations and all courts and other tribunals, 
which are necessary to own, lease, license and use its properties and 
assets and to conduct its business in the manner described in each 
Memorandum, except to the extent that the failure to obtain or file 
would not have a material adverse effect on the Company and its 
subsidiaries, taken as a whole.

		(n)	The Company is not an "investment company" or an 
entity "controlled" by an "investment company," as such terms are 
defined in the Investment Company Act of 1940, as amended.

		(o)	To the best knowledge of the Company after due 
inquiry, each of the Company and its subsidiaries (i) is in 
compliance with any and all applicable foreign, federal, state and 
local laws and regulations relating to the protection of human health 
and safety, the environment or hazardous or toxic substances or 
wastes, pollutants or contaminants ("Environmental Laws"), (ii) has 
received all permits, licenses or other approvals required of them 
under applicable Environmental Laws to conduct their respective 
businesses and (iii) is in compliance with all terms and conditions 
of any such permit, license or approval, except where such noncom-
pliance with Environmental Laws, failure to receive required permits, 
licenses or other approvals or failure to comply with the terms and 
conditions of such permits, licenses or approvals would not, singly 
or in the aggregate, have a material adverse effect on the Company 
and its subsidiaries, taken as a whole.

		(p)	Based upon the Company's review of the effect of 
Environmental Laws on the business, operations and properties of the 
Company and its subsidiaries, the Company has reasonably concluded 
that the costs and liabilities, if any, of compliance with such 
Environmental Laws would not, singly or in the aggregate, have a 
material adverse effect on the Company and its subsidiaries, taken as 
a whole.

		(q)	Each of the Company and its subsidiaries owns or 
possesses, or can acquire on reasonable terms adequate and sufficient 
licenses or other rights to use, all patents, patent rights, 
copyrights, licenses, inventions, trademarks, service marks, trade 
names, technology and know-how necessary (in any material respect) to 
conduct its business as now operated and in the manner described in 
each Memorandum and, except as disclosed in each Memorandum, neither 
the Company nor any of its subsidiaries has received any notice of 
infringement of or conflict with (and knows of no infringement of or 
conflict with) asserted rights of others with respect to any of the 
foregoing which, singly or in the aggregate, would have a material 
adverse effect upon the Company and its subsidiaries taken as a 
whole.

		(r)	The Company has not taken and will not take, directly 
or indirectly, any action prohibited by Rule 10b-6 under the Exchange 
Act in connection with the sale and offering of the Notes.

		(s)	Neither the Company nor any affiliate (as defined in 
Rule 501(b) of Regulation D under the Securities Act, an "Affiliate") 
of the Company has directly, or through any agent, (i) sold, offered 
for sale, solicited offers to buy or otherwise negotiated in respect 
of, any security (as defined in the Securities Act) which is or will 
be integrated with the sale of the Notes in a manner that would 
require the registration of the Notes under the Securities Act or 
(ii) engaged in any form of general solicitation or general 
advertising in connection with the offering of the Notes (as those 
terms are used in Regulation D under the Securities Act), or in any 
manner involving a public offering within the meaning of Section 4(2) 
of the Securities Act.

		(t)	None of the Company, its Affiliates or any person 
acting on its or their behalf (other than the Purchasers) has engaged 
or will engage in any directed selling efforts (as that term is 
defined in Regulation S under the Securities Act ("Regulation S")) 
with respect to the Notes, and the Company and its Affiliates and any 
person acting on its or their behalf (other than the Purchasers) has 
complied and will comply with the offering restrictions requirements 
of Regulation S.

		(u)	It is not necessary in connection with the offer, sale 
and delivery of the Notes to the Purchasers under this Agreement or 
in connection with the initial resale of the Notes by you in the 
manner contemplated by this Agreement and the Final Memorandum to 
register the Notes or the Shares under the Securities Act or to 
qualify the Indenture under the Trust Indenture Act of 1939, as 
amended.

		(v)	The Company has complied with all provisions of 
Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

		(w)	The Notes satisfy the requirements set forth in 
Rule 144A(d)(3) under the Securities Act.

	2.	Offering.  You have advised the Company that you will make 
an offering of the Notes purchased by you hereunder in accordance 
with Section 6 hereof on the terms set forth in the Final Memorandum 
and in the Indenture, as soon as practicable after this Agreement is 
entered into as in your judgment is advisable.

	3.	Purchase and Delivery.  The Company hereby agrees to sell 
to the Purchasers, and each Purchaser, upon the basis of the 
representations and warranties herein contained, but subject to the 
conditions hereinafter stated, agrees, severally and not jointly, to 
purchase from the Company the respective aggregate principal amount 
of Firm Notes set forth in Schedule I hereto opposite their names at 
a purchase price of 97.5% of the principal amount thereof (the 
"purchase price") plus accrued interest, if any, from November 16, 
1994 to the date of payment and delivery.

		On the basis of the representations and warranties 
contained in this Agreement, and subject to its terms and conditions, 
the Company agrees to sell to the Purchasers the Additional Notes, 
and the Purchasers shall have a one-time right to purchase, severally 
and not jointly, up to $10,000,000 aggregate principal amount of 
Additional Notes at the purchase price plus accrued interest, if any, 
from November 16, 1994 to the date of payment and delivery.  
Additional Notes may be purchased as provided in this Section 3 
solely for the purpose of covering over-allotments made in connection 
with the offering of the Firm Notes.  If any Additional Notes are to 
be purchased, each Purchaser agrees, severally and not jointly, to 
purchase the aggregate principal amount of Additional Notes (subject 
to such adjustments to eliminate fractional shares as Morgan Stanley 
& Co. Incorporated shall determine) that bears the same proportion to 
the total aggregate principal amount of Additional Notes to be 
purchased as the aggregate principal amount of Firm Notes set forth 
in Schedule I opposite the name of such Purchaser bears to the total 
aggregate principal amount of Firm Notes.

		Payment for the Firm Notes shall be made against delivery 
of the Firm Notes at a closing to be held at the office of Gray Cary 
Ware & Freidenrich, 400 Hamilton Avenue, Palo Alto, California at 
7:00 A.M., local time, on November 16, 1994, or at such other time on 
the same or such other date, not later than November 23, 1994, as 
shall be designated in writing by you.  The time and date of such 
payment are herein referred to as the Closing Date.  Payment for the 
Firm Notes shall be made by certified or official bank check or 
checks payable to the order of the Company in New York Clearing House 
funds.

		Payment for any Additional Notes shall be made against 
delivery of the Additional Notes at a closing to be held at the 
office of Gray Cary Ware & Freidenrich, 400 Hamilton Avenue, Palo 
Alto, California at 7:00 A.M., local time, on such date (which may be 
the same as the Closing Date but shall in no event be earlier than 
the Closing Date nor later than ten (10) business days after the 
giving of the notice hereinafter referred to) as shall be designated 
in a written notice from Morgan Stanley & Co. Incorporated to the 
Company of its determination, on behalf of the Purchasers, to 
purchase an aggregate principal amount, specified in said notice, of 
Additional Notes, or on such other date, in any event not later than 
December 23, 1994 as shall be designated in writing by Morgan Stanley 
& Co. Incorporated.  The time and date of such payment are 
hereinafter referred to as the Option Closing Date.  Payment for the 
Additional Notes shall be made by certified or official bank check or 
checks payable to the order of the Company in New York Clearing House 
funds.  The notice of the determination to exercise the option to 
purchase Additional Notes and of the Option Closing Date may be given 
at any time within thirty (30) days after the date of this Agreement.

		Certificates for the Firm Notes and Additional Notes shall 
be in definitive or global form and registered in such names and in 
such denominations as you shall request in writing not later than two 
(2) full business days prior to the Closing Date or the Option 
Closing Date, as the case may be.  The certificates evidencing the 
Firm Notes and Additional Notes shall be delivered to you on the 
Closing Date or the Option Closing Date, as the case may be, with any 
transfer taxes payable in connection with the transfer of the Notes 
to the Purchasers duly paid, against payment of the purchase price 
therefor.

	4.	Conditions to Closing.  The several obligations of the 
Purchasers under this Agreement to purchase the Firm Notes is subject 
to the accuracy of the representations and warranties of the Company 
made herein, to the performance and observance by the Company of all 
the covenants and agreements herein contained on its part to be 
performed and observed and to the following conditions:

		(a)	Subsequent to the date of this Agreement and prior to 
the Closing Date,

				(i)	there shall not have occurred any downgrading, 
nor shall any notice have been given of any intended or 
potential downgrading or of any review for a possible 
change that does not indicate the direction of the possible 
change, in the rating accorded any of the Company's 
securities by any "nationally recognized statistical rating 
organization," as such term is defined for purposes of 
Rule 436(g)(2) under the Securities Act; and

				(ii)	there shall not have occurred any change, or any 
development involving a prospective change, in the 
condition, financial or otherwise, or in the earnings, 
business or operations, of the Company and its 
subsidiaries, taken as a whole, from that set forth in the 
Final Memorandum that, in your judgment, is material and 
adverse and that makes it, in your judgment, impracticable 
to market the Notes on the terms and in the manner 
contemplated in the Final Memorandum.

		(b)	You shall have received on the Closing Date a 
certificate of the Company, dated the Closing Date and signed by the 
chief executive officer and chief financial officer of the Company, 
to the effect set forth in paragraph (a) above and to the effect that 
the representations and warranties of the Company contained in this 
Agreement are true and correct as of the Closing Date and that the 
Company has complied with all of the agreements and satisfied all of 
the conditions on its part to be performed or satisfied on or before 
the Closing Date.

		The officers signing and delivering such certificate may 
rely upon the best of their knowledge as to proceedings threatened.

		(c)	You shall have received on the Closing Date an opinion 
of Gray Cary Ware & Freidenrich, counsel for the Company, dated the 
Closing Date, to the effect set forth in Exhibit A.

		(d)	You shall have received on the Closing Date an opinion 
of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, 
counsel for the Purchasers, dated the Closing Date, to the effect set 
forth in Exhibit B.

		(e)	You shall have received on the date of this Agreement 
a letter dated such date and also on the Closing Date a letter dated 
the Closing Date, in each case in form and substance satisfactory to 
you, from Deloitte & Touche, the Company's independent public 
accountants, containing statements and information of the type 
ordinarily included in accountants' "comfort letters" to underwriters 
with respect to the financial statements and certain financial 
information contained in or incorporated by reference into each 
Memorandum.

		Your obligation to purchase Additional Notes hereunder is 
subject to the delivery to you on the Option Closing Date of such 
documents as you may reasonably request with respect to the good 
standing of the Company, the due authorization and issuance of the 
Additional Notes and other matters related to the issuance of the 
Additional Notes.

	5.	Covenants of the Company.  In further consideration of the 
agreements of the Purchasers contained in this Agreement, the Company 
covenants as follows:

		(a)	To furnish to the Purchasers, without charge, during 
the period mentioned in paragraph (c) below, as many copies of the 
Final Memorandum, any documents incorporated by reference therein and 
any supplements and amendments thereto as the Purchasers may 
reasonably request.

		(b)	Before amending or supplementing either Memorandum, to 
furnish to you a copy of each such proposed amendment or supplement 
and not to use any such proposed amendment or supplement to which you 
reasonably object.

		(c)	If, during such period after the date hereof and prior 
to the date on which all of the Notes shall have been sold by the 
Purchasers, any event shall occur or condition exist as a result of 
which it is necessary in your judgment to amend or supplement the 
Final Memorandum in order to make the statements therein, in the 
light of the circumstances when such Final Memorandum is delivered to 
a purchaser, not misleading, or if, in the reasonable opinion of 
counsel to the Purchasers, it is necessary to amend or supplement 
such Final Memorandum to comply with applicable law, forthwith to 
prepare and furnish, at its own expense, to the Purchasers, either 
amendments or supplements to the Final Memorandum so that the 
statements in such Final Memorandum as so amended or supplemented 
will not, in the light of the circumstances when such Final 
Memorandum is delivered to a purchaser, be misleading or so that the 
Final Memorandum, as so amended or supplemented, will comply with 
applicable law.

		(d)	To endeavor to qualify the Notes and the Shares for 
offer and sale under the securities or Blue Sky laws of such 
jurisdictions as you shall reasonably request and to maintain such 
qualifications for as long as you shall reasonably request.

		(e)	Whether or not any sale of such Notes is consummated, 
to pay all expenses incident to the performance of its obligations 
under this Agreement, including:  (i) the preparation of each 
Memorandum and all amendments and supplements thereto, (ii) the 
preparation, issuance and delivery of the Notes, (iii) the fees and 
disbursements of the Company's counsel and accountants and the 
Trustee and its counsel, (iv) the qualification of the Notes and the 
Shares under securities or Blue Sky laws in accordance with the 
provisions of Section 5(d), including filing fees and the fees and 
disbursements of counsel for the Purchasers in connection therewith 
and in connection with the preparation of any Blue Sky or legal 
investment memoranda, (v) the printing and delivery to the Purchasers 
in quantities as they shall request of copies of each Memorandum and 
any amendments or supplements thereto, (vi) any fees charged by 
rating agencies for the rating of the Notes, (vii) the fees and 
expenses, if any, incurred in connection with the admission of the 
Notes for trading in any appropriate market system, and (viii) any 
stamp or value added taxes payable in connection with the sale of the 
Notes to the Purchasers.

		(f)	Without your prior written consent, the Company will 
not offer, sell, contract to sell or otherwise dispose of any shares 
of its preferred stock or common stock or any securities convertible 
into or exercisable or exchangeable for its preferred stock or common 
stock for a period of 90 days after the date of this Agreement, other 
than (i) the Notes to be sold hereunder, (ii) the Shares issuable 
upon conversion of the Notes, (iii) securities issued by the Company 
with a market value not exceeding $50,000,000 as full or partial 
consideration in connection with the acquisition by the Company of 
another corporation, (iv) pursuant to the Rights, and (v) options to 
purchase Common Stock, or shares of Common Stock issued upon exercise 
of  such options, granted under the Company's existing stock option 
and stock purchase plans; provided, however, that the foregoing shall 
not preclude the Company from entering into negotiations to issue its 
securities in connection with the acquisition by the Company of 
another corporation so long as a binding agreement is not entered 
into during such 90-day period.

		(g)	Neither the Company nor any Affiliate will sell, offer 
for sale or solicit offers to buy or otherwise negotiate in respect 
of any security (as defined in the Securities Act) which could be 
integrated with the sale of the Notes in a manner which would require 
the registration under the Securities Act of such Notes.

		(h)	Not to solicit any offer to buy or offer or sell the 
Notes by means of any form of general solicitation or general 
advertising (as those terms are defined in Regulation D under the 
Securities Act) or in any manner involving a public offering within 
the meaning of Section 4(2) of the Securities Act.

		(i)	While any of the Notes or Shares remain outstanding, 
to make available, upon request, to any seller of such securities the 
information concerning the Company specified in Rule 144A(d)(4) under 
the Securities Act, unless the Company is then subject to Section 13 
or 15(d) of the Exchange Act.

		(j)	To include information substantially in the form set 
forth in Exhibit C in each Memorandum.

		(k)	If requested by you, to use its best efforts to permit 
the Notes to be designated PORTAL securities in accordance with the 
rules and regulations adopted by the National Association of 
Securities Dealers, Inc. relating to trading in the PORTAL Market.

		(l)	Neither the Company, its Affiliates nor any person 
acting on its or their behalf (other than the Purchasers) will engage 
in any directed selling efforts (as that term is defined in 
Regulation S) with respect to the Notes, and the Company and its 
Affiliates and each person acting on its or their behalf (other than 
the Purchasers) will comply with the offering restrictions of 
Regulation S.

		(m)	Neither the Company nor any of its Affiliates shall 
resell or otherwise transfer or dispose of any Notes that have been 
acquired by them.

	6.	Offering of Securities; Restrictions on Transfer.

		(a)	Each Purchaser, severally and not jointly, represents 
and warrants that such Purchaser is a qualified institutional buyer 
as defined in Rule 144A under the Securities Act (a "QIB").  Each 
Purchaser, severally and not jointly, agrees with the Company that 
(a) it will not solicit offers for, or offer or sell, the Notes by 
any form of general solicitation or general advertising (as those 
terms are defined in Regulation D under the Securities Act) or in any 
manner involving a public offering within the meaning of Section 4(2) 
of the Securities Act and (b) it will solicit offers for the Notes 
only from, and will offer and sell the Notes only to, persons that it 
reasonably believes to be (A) in the case of offers or sales inside 
the United States, (i) QIBs or (ii) other institutional accredited 
investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the 
Securities Act ("institutional accredited investors") that, prior to 
their purchase of the Notes, deliver to such Purchaser a letter 
containing the representations and agreements set forth in Annex A to 
the Memorandum and (B) in the case of offers or sales outside the 
United States, to persons other than U.S. persons ("foreign 
purchasers," which term shall include dealers or other professional 
fiduciaries in the United States acting on a discretionary basis for 
foreign beneficial owners (other than an estate or trust)) that, in 
each case, in purchasing the Notes are deemed to have represented and 
agreed as provided in Exhibit C.

		(b)	Each Purchaser, severally and not jointly, represents, 
warrants, and agrees with respect to offers and sales outside the 
United States that:

				(i)	it understands that no action has been or will 
be taken in any jurisdiction by such Purchaser that would 
permit a public offering of the Notes, or possession or 
distribution of either Memorandum or any other offering or 
publicity material relating to the Notes, in any country or 
jurisdiction where action for that purpose is required;

				(ii)	such Purchaser will comply with all applicable 
laws and regulations in each jurisdiction in which it 
acquires, offers, sells or delivers Notes or has in its 
possession or distributes either Memorandum or any such 
other material, in all cases at its own expense;

				(iii)	the Notes have not been and will not be 
registered under the Securities Act and may not be offered 
or sold within the United States or to, or for the account 
or benefit of, U.S. persons except in accordance with 
Regulation S under the Securities Act or pursuant to 
another exemption from the registration requirements of the 
Securities Act;

				(iv)	such Purchaser has offered the Notes and will 
offer and sell the Notes (A) as part of their distribution 
at any time and (B) otherwise until forty (40) days after 
the later of the commencement of the Offering and the 
Closing Date, only in accordance with Rule 903 of 
Regulation S.  Accordingly, neither such Purchaser, its 
Affiliates nor any persons acting on its or their behalf 
have engaged or will engage in any directed selling efforts 
(within the meaning of Regulation S) with respect to the 
Notes, and any such Purchaser, its Affiliates and any such 
persons have complied and will comply with the offering 
restrictions requirement of Regulation S;

				(v)	such Purchaser has (1) not offered or sold, and 
will not offer or sell in the United Kingdom, by means of 
any document, any Notes other than to persons whose 
ordinary business it is to buy and sell shares or 
debentures, whether as a principal or agent, or in 
circumstances which do not constitute an offer to the 
public within the meaning of the Companies Act 1985, 
(2) complied and will comply with all applicable provisions 
of the Financial Services Act 1986 with respect to anything 
done by it in relation to the Notes in, from or otherwise 
involving the United Kingdom, and (3) only issued or passed 
on and will only issue and pass on to any persons in the 
United Kingdom any document received by it in connection 
with the issue of the Notes if that person is of a kind 
described in Article 9(3) of the Financial Services Act 
1986 (Investment Advertisements) (Exemptions) Order 1988;

				(vi)	such Purchaser understands that the Notes have 
not been and will not be registered under the Securities 
and Exchange Law of Japan, and represents that it has not 
offered or sold, and agrees that it will not offer or sell, 
any Notes, directly or indirectly in Japan or to or from 
any resident of Japan except (i) pursuant to an exemption 
from the registration requirements of the Securities and 
Exchange Law of Japan and (ii) in compliance with any other 
applicable requirements of Japanese law; and

				(vii)	such Purchaser agrees that, at or prior to 
confirmation of sales of the Notes, it will have sent to 
each distributor, dealer or person receiving a selling 
concession, fee or other remuneration that purchases Notes 
from it during the restricted period a confirmation or 
notice to substantially the following effect:

					"The Securities covered hereby have not been 
registered under the U.S. Securities Act of 1933 (the 
"Securities Act") and may not be offered and sold 
within the United States or to, or for the account or 
benefit of, U.S. persons (i) as part of their 
distribution at any time or (ii) otherwise until forty 
(40) days after the later of the commencement of the 
offering and the closing date, except in either case 
in accordance with Regulation S (or Rule 144A if 
available) under the Securities Act.  Terms used above 
have the meaning given to them by Regulation S."

Terms used in this Section 6 have the meanings given to them by 
Regulation S.

	7.	Indemnification and Contribution.

		(a)	The Company agrees to indemnify and hold harmless each 
Purchaser, and each person, if any, who controls such Purchaser 
within the meaning of either Section 15 of the Securities Act or 
Section 20 of the Exchange Act, or is under common control with, or 
is controlled by, such Purchaser, from and against any and all 
losses, claims, damages and liabilities (including, without 
limitation, any legal or other expenses reasonably incurred by such 
Purchaser or any such controlling or affiliated person in connection 
with defending or investigating any such action or claim) caused by 
any untrue statement or alleged untrue statement of a material fact 
contained in either Memorandum (as amended or supplemented if the 
Company shall have furnished any amendments or supplements thereto), 
or caused by any omission or alleged omission to state therein a 
material fact necessary to make the statements therein, in light of 
the circumstances under which they were made, not misleading, except 
insofar as such losses, claims, damages or liabilities are caused by 
any such untrue statement or omission or alleged untrue statement or 
omission based upon information relating to any Purchaser furnished 
to the Company in writing by such Purchaser expressly for use 
therein.

		(b)	Each Purchaser agrees, severally and not jointly, to 
indemnify and hold harmless the Company, its directors, its officers 
and each person, if any, who controls the Company within the meaning 
of either Section 15 of the Securities Act or Section 20 of the 
Exchange Act to the same extent as the foregoing indemnity from the 
Company to such Purchaser, but only with reference to information 
relating to such Purchaser furnished to the Company in writing by 
such Purchaser expressly for use in either Memorandum or any 
amendments or supplements thereto.

		(c)	In case any proceeding (including any governmental 
investigation) shall be instituted involving any person in respect of 
which indemnity may be sought pursuant to either paragraph (a) or (b) 
above, such person (the "indemnified party") shall promptly notify 
the person against whom such indemnity may be sought (the 
"indemnifying party") in writing and the indemnifying party, upon 
request of the indemnified party, shall retain counsel reasonably 
satisfactory to the indemnified party to represent the indemnified 
party and any others the indemnifying party may designate in such 
proceeding and shall pay the fees and disbursements of such counsel 
related to such proceeding.  In any such proceeding, any indemnified 
party shall have the right to retain its own counsel, but the fees 
and expenses of such counsel shall be at the expense of such 
indemnified party unless (i) the indemnifying party and the 
indemnified party shall have mutually agreed to the retention of such 
counsel or (ii) the named parties to any such proceeding (including 
any impleaded parties) include both the indemnifying party and the 
indemnified party and representation of both parties by the same 
counsel would be inappropriate due to actual or potential differing 
interests between them.  It is understood that the indemnifying party 
shall not, in connection with any proceeding or related proceedings 
in the same jurisdiction, be liable for the fees and expenses of more 
than one separate firm (in addition to any local counsel) for all 
such indemnified parties and that all such fees and expenses shall be 
reimbursed as they are incurred.  Such firm shall be designated in 
writing by Morgan Stanley & Co. Incorporated in the case of parties 
indemnified pursuant to paragraph (a) above and by the Company in the 
case of parties indemnified pursuant to paragraph (b) above.  The 
indemnifying party shall not be liable for any settlement of any 
proceeding effected without its written consent, but if settled with 
such consent or if there be a final judgment for the plaintiff, the 
indemnifying party agrees to indemnify the indemnified party from and 
against any loss or liability by reason of such settlement or 
judgment.  Notwithstanding the foregoing sentence, if at any time an 
indemnified party shall have requested an indemnifying party to 
reimburse the indemnified party for fees and expenses of counsel as 
contemplated by the second and third sentences of this paragraph, the 
indemnifying party agrees that it shall be liable for any settlement 
of any proceeding effected without its written consent if (i) such 
settlement is entered into in good faith more than forty-five (45) 
days after receipt by such indemnifying party of the aforesaid 
request and (ii) such indemnifying party shall not have reimbursed 
the indemnified party in accordance with such request prior to the 
date of such settlement.  No indemnifying party shall, without the 
prior written consent of the indemnified party, effect any settlement 
of any pending or threatened proceeding in respect of which any 
indemnified party is or could have been a party and indemnity could 
have been sought hereunder by such indemnified party, unless such 
settlement includes an unconditional release of such indemnified 
party from all liability on claims that are the subject matter of 
such proceeding.

		(d)	To the extent the indemnification provided for in 
paragraph (a) or (b) of this Section 7 is unavailable to an 
indemnified party or insufficient in respect of any losses, claims, 
damages or liabilities, then each indemnifying party under such 
paragraph, in lieu of indemnifying such indemnified party thereunder, 
shall contribute to the amount paid or payable by such indemnified 
party as a result of such losses, claims, damages or liabilities 
(i) in such proportion as is appropriate to reflect the relative 
benefits received by the Company on the one hand and the Purchasers 
on the other hand from the offering of such Notes or (ii) if the 
allocation provided by clause (i) above is not permitted by 
applicable law, in such proportion as is appropriate to reflect not 
only the relative benefits referred to in clause (i) above but also 
the relative fault of the Company on the one hand and the Purchasers 
on the other hand in connection with the statements or omissions that 
resulted in such losses, claims, damages or liabilities, as well as 
any other relevant equitable considerations.  The relative benefits 
received by the Company on the one hand and the Purchasers on the 
other hand in connection with the offering of such Notes shall be 
deemed to be in the same respective proportions as the net proceeds 
from the offering of such Notes (before deducting expenses) received 
by the Company and the total discounts and commissions received by 
the Purchasers in respect thereof bear to the aggregate offering 
price of such Notes.  The relative fault of the Company on the one 
hand and of the Purchasers on the other hand shall be determined by 
reference to, among other things, whether the untrue or alleged 
untrue statement of a material fact or the omission or alleged 
omission to state a material fact relates to information supplied by 
the Company or by the Purchasers and the parties' relative intent, 
knowledge, access to information and opportunity to correct or 
prevent such statement or omission.  The Purchasers' respective 
obligations to contribute pursuant to this Section 7 are several in 
proportion to the respective principal amount of Notes they have 
purchased hereunder, and not joint.

		(e)	The Company and the Purchasers agree that it would not 
be just or equitable if contribution pursuant to this Section 7 were 
determined by pro rata allocation (even if the Purchasers were 
treated as one entity for such purpose) or by any other method of 
allocation that does not take account of the equitable considerations 
referred to in paragraph (d) above.  The amount paid or payable by an 
indemnified party as a result of the losses, claims, damages and 
liabilities referred to in paragraph (d) above shall be deemed to 
include, subject to the limitations set forth above, any legal or 
other expenses reasonably incurred by such indemnified party in 
connection with investigating or defending any such action or claim.  
No person guilty of fraudulent misrepresentation (within the meaning 
of Section 11(f) of the Securities Act) shall be entitled to 
contribution from any person who was not guilty of such fraudulent 
misrepresentation.  The remedies provided for in this Section 7 are 
not exclusive and shall not limit any rights or remedies which may 
otherwise be available to any indemnified party at law or in equity.

		The indemnity and contribution provisions contained in this 
Section 7 and the representations and warranties of the Company 
contained in this Agreement shall remain operative and in full force 
and effect regardless of (i) any termination of this Agreement, 
(ii) any investigation made by or on behalf of the Purchasers or any 
person controlling the Purchasers or by or on behalf of the Company, 
its officers or directors or any person controlling the Company and 
(iii) acceptance of and payment for any of the Notes.

	8.	Termination.  This Agreement shall be subject to 
termination by notice given by you to the Company, if (a) after the 
execution and delivery of this Agreement and prior to the Closing 
Date or the Option Closing Date, as the case may be, (i) trading 
generally shall have been suspended or materially limited on or by, 
as the case may be, any of the New York Stock Exchange, the American 
Stock Exchange, the National Association of Securities Dealers, Inc., 
the Chicago Board of Options Exchange, the Chicago Mercantile 
Exchange or the Chicago Board of Trade, (ii) trading of any 
securities of the Company shall have been suspended on any exchange 
or in any over-the-counter market, (iii) a general moratorium on 
commercial banking activities in New York shall have been declared by 
either Federal or New York State authorities or (iv) there shall have 
occurred any outbreak or escalation of hostilities or any change in 
financial markets or any calamity or crisis that, in your judgment, 
is material and adverse and (b) in the case of any of the events 
specified in clauses (a)(i) through (iv), such event singly or 
together with any other such event makes it, in your judgment, 
impracticable to market the Notes on the terms and in the manner 
contemplated in the Final Memorandum.

		If this Agreement shall be terminated by the Purchasers, or 
any of them, because of any failure or refusal on the part of the 
Company to comply with the terms or to fulfill any of the conditions 
of this Agreement, or if for any reason the Company shall be unable 
to perform its obligations under this Agreement, the Company will 
reimburse the Purchasers or such Purchasers as have so terminated 
this Agreement with respect to themselves, severally, for all out-of-
pocket expenses (including the fees and disbursements of their 
counsel) reasonably incurred by such Purchasers in connection with 
this Agreement or the offering contemplated hereunder.

	9.	Miscellaneous.  If, on the Closing Date, or the Option 
Closing Date, as the case may be, any one or more of the Purchasers 
shall fail or refuse to purchase Notes that it or they have agreed to 
purchase hereunder on such date, and the aggregate principal amount 
of Notes which such defaulting Purchaser or Purchasers agreed but 
failed or refused to purchase is not more than one-tenth of the 
aggregate principal amount of Notes to be purchased on such date, the 
other Purchasers shall be obligated severally in the proportions that 
the principal amount of Firm Notes set forth opposite their 
respective names in Schedule I bears to the aggregate principal 
amount of Firm Notes set forth opposite the names of all such 
nondefaulting Purchasers, or in such other proportions as Morgan 
Stanley & Co. Incorporated may specify, to purchase the Notes which 
such defaulting Purchaser or Purchasers agreed but failed or refused 
to purchase on such date; provided, that in no event shall the 
principal amount of Notes that any Purchaser has agreed to purchase 
pursuant to Section 3 be increased pursuant to this Section 9 by an 
amount in excess of one-ninth of such principal amount of Notes 
without the written consent of such Purchaser.  If, on the Closing 
Date or the Option Closing Date, as the case may be, any Purchaser or 
Purchasers shall fail or refuse to purchase Notes which it or they 
have agreed to purchase hereunder on such date and the aggregate 
principal amount of Notes with respect to which such default occurs 
is more than one-tenth of the aggregate principal amount of Notes to 
be purchased on such date and arrangements satisfactory to Morgan 
Stanley & Co. Incorporated and the Company for the purchase of such 
Notes are not made within thirty-six (36) hours after such default, 
this Agreement shall terminate without liability on the part of any 
nondefaulting Purchaser or of the Company.  In any such case either 
you or the Company shall have the right to postpone the Closing Date, 
or the Option Closing Date, as the case may be, but in no event for 
longer than seven (7) days, in order that the required changes, if 
any, in the Final Memorandum or in any other documents or arrange-
ments may be effected.  Any action taken under this paragraph shall 
not relieve any defaulting Purchaser from liability in respect of any 
default of such Purchaser under this Agreement.

		This Agreement may be signed in any number of counterparts, 
each of which shall be an original, with the same effect as if the 
signatures thereto and hereto were upon the same instrument.

		This Agreement shall be governed by and construed in 
accordance with the internal laws of the State of New York.

		The headings of the sections of this Agreement have been 
inserted for convenience of reference only and shall not be deemed a 
part of this Agreement.



		Please confirm your agreement to the foregoing by having an 
authorized officer sign in the space provided below for that purpose 
and returning to us a copy hereof, whereupon this Placement Agreement 
shall constitute a binding agreement between us.

Very truly yours,

3 COM CORPORATION


By:/s/  Christopher B. Paisley	
Name:   Christopher B. Paisley
Title:  Vice President, Finance and
        Chief Financial Officer


Agreed, November 8, 1994

New York, New York


MORGAN STANLEY & CO. INCORPORATED
GOLDMAN, SACHS & CO.

By: MORGAN STANLEY & CO. INCORPORATED


By:	/s/ Frank P. Quattrone	
Name:	  Frank P. Quattrone
Title:  Managing Director 


	SCHEDULE I




                                            Principal
                                            Amount of
                                            Firm Notes
                                            to be
Purchasers                                  Purchased
                            
Morgan Stanley & Co. Incorporated	          $ 50,000,000
                  
Goldman, Sachs & Co.	                       $ 50,000,000

         Total	                             $100,000,000
$                  




EXHIBIT A

Opinion of Counsel for the Company


	The opinion of Gray Cary Ware & Freidenrich, counsel for the 
Company, to be delivered pursuant to Section 4(c) of the Placement 
Agreement shall be to the effect that:

		(A)	the Company has been duly incorporated, is validly 
existing as a corporation in good standing under the laws of the 
jurisdiction of its incorporation, has the corporate power and 
authority to own its property and to conduct its business as 
described in the Final Memorandum (references herein to the 
Final Memorandum being taken to mean the same, as amended or 
supplemented), and is duly qualified to transact business and is 
in good standing in each jurisdiction in which the conduct of 
its business or its ownership or leasing of property requires 
such qualification, except to the extent that the failure to be 
so qualified or be in good standing would not have a material 
adverse effect on the Company and its subsidiaries taken as a 
whole;

		(B)	each subsidiary (as defined in Section 1(c) of the 
Placement Agreement) of the Company has been duly incorporated, 
is validly existing as a corporation in good standing under the 
laws of the jurisdiction of its incorporation, has the corporate 
power and authority to own its property and to conduct its 
business as described in the Final Memorandum and as presently 
being conducted and is duly qualified to transact business and 
is in good standing in each jurisdiction in which the conduct of 
its business or its ownership or leasing of property requires 
such qualification, except to the extent that the failure to be 
so qualified or be in good standing would not have a material 
adverse effect on the Company and its subsidiaries, taken as a 
whole;

		(C)	the Placement Agreement has been duly authorized, 
executed and delivered by the Company;

		(D)	the Notes have been duly authorized and, when executed 
and authenticated in accordance with the provisions of the 
Indenture and delivered to and paid for by the Purchasers in 
accordance with the terms of the Placement Agreement, will 
(x) be valid and binding obligations of the Company enforceable 
in accordance with their terms, except as (A) the enforceability 
thereof may be limited by bankruptcy, insolvency or similar laws 
affecting creditors' rights generally and (B) rights of 
acceleration, if applicable, and the availability of equitable 
remedies may be limited by equitable principles of general 
applicability and (y) be entitled to the benefits of the 
Indenture;

		(E)	the Shares reserved for issuance upon conversion of 
the Notes have been duly authorized and reserved for issuance 
and, when issued upon conversion of the Notes in accordance with 
the terms of the Notes and the Indenture, will be validly 
issued, fully paid and nonassessable and will not be subject to 
any preemptive or similar rights, and the Rights issuable upon 
conversion of the Notes have been duly authorized and, when and 
if issued upon conversion in accordance with the terms of the 
Indenture and the Rights Agreement, will have been validly 
issued;

		(F)	the authorized capital stock of the Company conforms 
as to legal matters to the description thereof contained in each 
Memorandum;

		(G)	the shares of Common Stock of the Company outstanding 
prior to the reservation for issuance of the Shares of Common 
Stock of the Company issuable upon conversion of the Notes have 
been duly authorized and are fully paid and nonassessable, and 
not subject to any preemptive or similar rights;

		(H)	the Indenture has been duly authorized, executed and 
delivered by, and is a valid and binding agreement of, the 
Company, enforceable in accordance with its terms except as 
(x) the enforceability thereof may be limited by bankruptcy, 
insolvency or similar laws affecting creditors' rights generally 
and (y) rights of acceleration, if applicable, and the 
availability of equitable remedies may be limited by equitable 
principles of general applicability;

		(I)	the execution and delivery by the Company of, and the 
performance by the Company of its obligations under, the 
Placement Agreement, the Indenture and the Notes will not 
contravene (i) any provision of applicable law, (ii) the 
articles of incorporation or bylaws of the Company, (iii) to 
such counsel's knowledge, any agreement or other instrument 
binding upon the Company or any of its subsidiaries that is 
material to the Company and its subsidiaries, taken as a whole, 
or (iv) to such counsel's knowledge, any judgment, order or 
decree of any governmental body or agency or court having 
jurisdiction over the Company or any subsidiary and no consent, 
approval, authorization or order of, or qualification with, any 
governmental body or agency is required for the performance by 
the Company or its subsidiaries of their obligations under the 
Placement Agreement, the Indenture or the Notes, except such as 
may be required by the securities or Blue Sky laws of the 
various states in connection with the offer and sale of the 
securities;

		(J)	after due inquiry, such counsel does not know of any 
legal or governmental proceedings pending or threatened to which 
the Company or any of its subsidiaries is a party or to which 
any of the properties of the Company or any of its subsidiaries 
is subject other than proceedings fairly summarized in all 
material respects in the Final Memorandum and proceedings which 
such counsel believes are not likely to have a material adverse 
effect on the Company and its subsidiaries, taken as a whole, or 
on the power or ability of the Company to perform its 
obligations under the Placement Agreement, the Indenture, or the 
Notes or to consummate the transactions contemplated by the 
Final Memorandum;

		(K)	the Company is not an "investment company" or an 
entity "controlled" by an "investment company," as such terms 
are defined in the Investment Company Act of 1940, as amended;

		(L)	the Notes satisfy the eligibility requirements of 
Rule 144A(d)(3) under the Securities Act;

		(M)	the statements in the Final Memorandum under the 
captions "Description of Notes", "Description of Capital Stock", 
"Certain Federal Income Tax Considerations", "Plan of 
Distribution" and "Transfer Restrictions" and in "Item 3* Legal 
Proceedings" of the Company's most recent annual report on 
Form 10-K, in "Part II, and Item 1*Legal Proceedings" of any 
quarterly report on Form 10-Q and in "Item 2*Acquisition or 
Disposition of Assets" and "Item 5*Other Events" of any current 
report on Form 8-K included or incorporated by reference in the 
Final Memorandum, insofar as such statements constitute a 
summary of the legal matters, documents or proceedings referred 
to therein, fairly present the information called for with 
respect to such legal matters, documents and proceedings and 
fairly summarize the matters referred to therein;

		*(N)	to the best knowledge of such counsel after due 
inquiry, the Company and its subsidiaries (i) are in compliance 
with any and all applicable foreign, federal, state and local 
laws and regulations relating to the protection of human health 
and safety, the environment or hazardous or toxic substances or 
wastes, pollutants or contaminants ("Environmental Laws"), 
(ii) have received all permits, licenses or other approvals 
required of them under applicable Environmental Laws to conduct 
their respective businesses and (iii) are in compliance with all 
terms and conditions of any such permit, license or approval, 
except as otherwise described in or contemplated by the Final 
Memorandum and except where such noncompliance with 
Environmental Laws, failure to receive required permits, 
licenses or other approvals or failure to comply with the terms 
and conditions of such permits, licenses or approvals which such 
counsel believes are not likely, singly or in the aggregate, to 
have a material adverse effect on the Company and its 
subsidiaries, taken as a whole;

		*(O)	To the best knowledge of such counsel, each of the 
Company and its subsidiaries owns or possesses, or could obtain 
on reasonable terms adequate and sufficient licenses or other 
rights to use, all patents, patent rights, copyrights, licenses, 
inventions, trademarks, service marks, trade names, technology 
and know-how necessary (in any material respect) to conduct its 
business as now operated and in the manner described in each 
Memorandum and, except as disclosed in each Memorandum, neither 
the Company nor any of its subsidiaries has received any notice 
of infringement of or conflict with (and knows of no 
infringement of or conflict with) asserted rights of others with 
respect to any of the foregoing which, singly or in the 
aggregate, would have a material adverse effect upon the Company 
and its subsidiaries taken as a whole;

		(P)	such counsel is of the opinion that each document 
incorporated by reference in the Final Memorandum (except for 
financial statements and schedules and other statistical data 
included therein as to which such counsel need not express any 
opinion), complied as to form when filed with the Commission in 
all material respects with the Exchange Act and the rules and 
regulations of the Commission thereunder;

		(Q)	such counsel believes that (except for financial 
statements and schedules and other statistical data included 
therein as to which such counsel need not express any belief) 
the Final Memorandum when issued did not, and as of the date 
such opinion is delivered does not, contain any untrue statement 
of a material fact or omit to state a material fact necessary in 
order to make the statements therein, in the light of the 
circumstances under which they were made, not misleading; and 

		(R)  based upon the representations, warranties and 
agreements of the Company in Sections 1(s), 1(t), 5(g) and 5(h) 
of the Placement Agreement and of the Purchasers in Section 6 of 
the Placement Agreement and on the representations and 
agreements contained in Exhibit C to the Placement Agreement, it 
is not necessary in connection with the offer, sale and delivery 
of the Notes to the Purchasers under the Placement Agreement or 
in connection with the initial resale of such Notes by the 
Purchasers in accordance with Section 6 of the Placement 
Agreement to register the Notes under the Securities Act of 
1933, it being understood that no opinion is expressed as to any 
subsequent resale of any security.

	With respect to paragraphs (P) and (Q) above, counsel may state 
that his opinion and belief are based upon his participation in the 
preparation of the Final Memorandum (and any amendments or 
supplements thereto) and documents incorporated therein by reference 
and review and discussion of the contents thereof, but are without 
independent check or verification except as specified.


EXHIBIT B

Opinion of Wilson, Sonsini, Goodrich & Rosati


	The opinion of Wilson, Sonsini, Goodrich & Rosati, Professional 
Corporation, to be delivered pursuant to Section 4(d) of the 
Placement Agreement shall be to the effect that:

		(A)	the Placement Agreement has been duly authorized, 
executed and delivered by the Company;

		(B)	the Notes have been duly authorized and, when executed 
and authenticated in accordance with the provisions of the 
Indenture and delivered to and paid for by the Purchasers in 
accordance with the terms of the Placement Agreement, will 
(x) be valid and binding obligations of the Company enforceable 
in accordance with their terms, except as (A) the enforceability 
thereof may be limited by bankruptcy insolvency or similar laws 
affecting creditors' rights general and (B) rights of 
acceleration, if applicable, and the availability of equitable 
remedies may be limited by equitable principles of general 
applicability and (y) be entitled to the benefits of the 
Indenture;

		(C)	the Shares reserved for issuance upon conversion of 
the Notes have been duly authorized and reserved for issuance 
and, when issued upon conversion of the Notes in accordance with 
the terms of the Notes and the Indenture, will be validly 
issued, fully paid and nonassessable and will not be subject to 
any preemptive or similar rights;

		(D)	the Indenture has been duly authorized, executed and 
delivered by, and is a valid and binding agreement of, the 
Company, enforceable in accordance with its terms except as 
(x) the enforceability thereof may be limited by bankruptcy, 
insolvency or similar laws affecting creditors' rights generally 
and (y) rights of acceleration, if applicable, and the 
availability of equitable remedies may be eliminated by 
equitable principles of general applicability;

		(E)	the statements in the Final Memorandum under the 
captions "Description of Notes", "Certain Federal Income Tax 
Considerations", "Plan of Distribution" and "Transfer 
Restrictions", insofar as such statements constitute a summary 
of the legal matters, documents or proceedings referred to 
therein, fairly present the information called for with respect 
to such legal matters, documents and proceedings and fairly 
summarize the matters referred to therein;

		(F)	such counsel believes that (except for financial 
statements and schedules and other statistical data as to which 
such counsel need not express any belief) the Final Memorandum 
when issued did not, and as of the date such opinion is 
delivered does not, contain any untrue statement of a material 
fact or omit to state a material fact necessary in order to make 
the statements therein, in the light of the circumstances under 
which they were made, not misleading; and

		(G)	based upon the representations, warranties and 
agreements of the Company in Sections 1(s), 1(t), 5(g) and 5(h) 
of the Placement Agreement and of the Purchasers in Section 6 of 
the Placement Agreement and on the representations and 
agreements contained in Exhibit C to the Placement Agreement, it 
is not necessary in connection with the offer, sale and delivery 
of the Notes to the Purchasers under the Placement Agreement or 
in connection with the initial resale of such Notes by the 
Purchasers in accordance with Section 6 of the Placement 
Agreement to register the Notes under the Securities Act of 
1933, it being understood that no opinion is expressed as to any 
subsequent resale of any security.

	With respect to paragraph (F) above, such counsel may state that 
their belief is based upon their participation in the preparation of 
the Final Memorandum (and any amendments or supplements thereto) 
other than documents incorporated therein by reference and review and 
discussion of the contents thereof, including incorporated documents, 
but are without independent check or verification except as 
specified.


EXHIBIT C


	Each Preliminary Memorandum and Final Memorandum shall contain 
language to the following effect:

	"Each purchaser of the Notes will be deemed to:

			(1)	represent that it is purchasing the Notes for its 
own account or an account with respect to which it 
exercises sole investment discretion and that it or such 
account is a QIB or an institutional accredited investor or 
a foreign purchaser that is outside the United States (or a 
foreign purchaser that is a dealer or other professional 
fiduciary in the United States acting on a discretionary 
basis for foreign beneficial owners (other than an estate 
or trust));

			(2)	acknowledge that the Notes and the Shares 
issuable upon conversion of the Notes have not been and 
will not be registered under the Securities Act and may not 
be offered or sold within the United States or to, or for 
the account or benefit of, U.S. persons except as set forth 
below;

			(3)	agree that if it should resell or otherwise 
transfer the Notes or the Shares issuable upon conversion 
of the Notes within three (3) years after the original 
issuance of the Notes, it will do so only (a) to the 
Company or any subsidiary thereof, (b) inside the United 
States to a QIB in compliance with Rule 144A, (c) inside 
the United States to an institutional accredited investor 
that, prior to such transfer, furnishes to the Trustee, as 
registrar for the Notes (or, in the case of the Shares, the 
transfer agent for the Shares), a signed letter containing 
certain representations and agreements relating to the 
restrictions on transfer of the Notes (or the Shares, as 
the case may be) (the form of which letter can be obtained 
from the Trustee for the Notes or the transfer agent for 
the Shares), (d) outside the United States in compliance 
with Rule 904 under the Securities Act or (e) pursuant to 
the exemption from registration provided by Rule 144 under 
the Securities Act (if available);

			(4)	agree that it will give each person to whom it 
transfers such Notes notice of any restrictions on transfer 
of such securities.

	Each institutional accredited investor (other than a QIB) that 
is an original purchaser of the Notes will be required to sign 
an agreement to the foregoing effect in the form attached hereto 
as Annex A.  In the case of any certificated Notes (or in the 
case of the Shares, the transfer agent for the Shares), prior to 
any proposed transfer of the Notes within three (3) years after 
the original issuance thereof, the holder thereof must check the 
appropriate box set forth on the certificate representing the 
Note relating to the manner of such transfer and submit the 
certificate representing the Note to the Trustee.  If (i) such 
transfer is to an institutional accredited investor or a 
purchaser who is not a U.S. person in accordance with Rule 904 
under the Securities Act or (ii) any holder proposes to transfer 
Shares issued upon conversion of the Notes, in either case 
within three (3) years after the original issuance of the Notes, 
the holder (or beneficial holder, as the case may be) will be 
required to furnish to the Trustee (or in the case of Shares, 
the transfer agent for the Shares) such certifications, legal 
opinions or other information as it may reasonably require to 
confirm that the proposed transfer is being made pursuant to an 
exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act.

		Each certificate representing the Notes will bear the 
following legend:

			THE NOTE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT 
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR 
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH 
IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, THE 
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTI-
TUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE 
SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED 
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) 
UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED 
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING 
THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION, 
(2) AGREES THAT IT WILL NOT WITHIN THREE YEARS AFTER THE 
ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY RESELL OR 
OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON 
STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO 
3COM CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE 
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN 
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, 
(C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED 
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE 
FIRST NATIONAL BANK OF BOSTON, AS TRUSTEE, A SIGNED LETTER 
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING 
TO THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED 
HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH 
TRUSTEE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH 
RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO THE 
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 
SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL 
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED 
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN 
CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY 
WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH 
NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH 
ABOVE RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT 
THIS CERTIFICATE TO THE FIRST NATIONAL BANK OF BOSTON, AS 
TRUSTEE.  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL 
ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. 
PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO 
THE FIRST NATIONAL BANK OF BOSTON, AS TRUSTEE,  SUCH 
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT 
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS 
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANS-
ACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 
SECURITIES ACT.  THIS LEGEND WILL BE REMOVED AFTER THE 
EXPIRATION OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE 
NOTE EVIDENCED HEREBY.  AS USED HEREIN, THE TERMS "OFFSHORE 
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE 
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES 
ACT.

			Each stock certificate representing Common Stock 
issued upon conversion of the Notes will bear the following 
legend:

			THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN AND 
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, 
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, 
OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET 
FORTH IN THE FOLLOWING SENTENCE.  THE HOLDER HEREOF AGREES 
THAT UNTIL THE EXPIRATION OF THREE YEARS AFTER THE ORIGINAL 
ISSUANCE OF THE NOTE UPON THE CONVERSION OF WHICH THE 
COMMON STOCK EVIDENCED HEREBY WAS ISSUED, (1) IT WILL NOT 
RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED 
HEREBY EXCEPT (A) TO 3COM CORPORATION OR ANY SUBSIDIARY 
THEREOF, (B) INSIDE THE UNITED STATES TO A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE 
SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) INSIDE 
THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" 
(AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE 
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO 
THE FIRST NATIONAL BANK OF BOSTON, AS TRANSFER AGENT, A 
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND 
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE 
COMMON STOCK EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN 
BE OBTAINED FROM SUCH TRANSFER AGENT), (D) OUTSIDE THE 
UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE 
SECURITIES ACT OR (E) PURSUANT TO THE EXEMPTION FROM 
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT 
(IF AVAILABLE), (2) PRIOR TO SUCH TRANSFER, IT WILL FURNISH 
TO THE FIRST NATIONAL BANK OF BOSTON, AS TRANSFER AGENT, 
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS 
IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS 
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A 
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS 
OF THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH 
PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS 
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS 
LEGEND.  THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION 
OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE UPON 
THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY 
WAS ISSUED OR UPON THE EARLIER SATISFACTION OF THE FIRST 
NATIONAL BANK OF BOSTON, AS TRANSFER AGENT, THAT THE COMMON 
STOCK HAS BEEN OR IS BEING OFFERED AND SOLD IN COMPLIANCE 
WITH RULE 904 UNDER THE SECURITIES ACT.  AS USED HEREIN, 
THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE 
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES 
ACT.

			Each Preliminary Memorandum and Final Memorandum shall 
also contain language to the following effect:

			"Each person receiving this Offering Memorandum 
acknowledges that (i) such person has been afforded an 
opportunity to request from the Company and to review all 
additional information considered by it to be necessary to 
verify the accuracy of or to supplement the information 
herein, (ii) it has not relied on the Initial Purchasers or 
any person affiliated with the Initial Purchasers in 
connection with its investigation of the accuracy of such 
information or its investment decision and (iii) no person 
has been authorized to give any information or to make any 
representation concerning the Company or the Notes or the 
Shares of Common Stock offered hereby other than as 
contained herein and information given by duly authorized 
officers and employees of the Company in connection with 
investors' examination  of the Company and the terms of the 
offering, and, if given or made, such other information or 
representations should not be relied upon as having been 
authorized by the Company or the Initial Purchasers."



ANNEX A


Form of Letter to be Delivered by Accredited Investors


3Com Corporation
5400 Bayfront Plaza
P.O. Box 58154
Santa Clara, California 95052-8415

Morgan Stanley & Co. Incorporated
Goldman Sachs & Co.
c/o	 Morgan Stanley & Co. Incorporated
	    1251 Avenue of the Americas
	    New York, New York 10020

Dear Sirs:

	We are delivering this letter in connection with an offering of 
10.25% Convertible Subordinated Notes Due 2001 (the "Notes"), which 
are convertible into shares of the Company's Common Stock, no par 
value (the "Common Stock"), all as described in the Offering 
Memorandum (the "Offering Memorandum") relating to the offering.

	We hereby confirm that:

			(i)	we are an "accredited investor" within the meaning of 
Rule 501(a)(1), (2) or (3) under the Securities Act of 1933 (the 
"Securities Act") or an entity in which all of the equity owners 
are accredited investors within the meaning of Rule 501(a)(1), 
(2) or (3) under the Securities Act (an "Institutional 
Accredited Investor");

			(ii)	(A) any purchase of Notes by us will be for our own 
account or for the account of one or more other Institutional 
Accredited Investors or as fiduciary for the account of one or 
more trusts, each of which is an "accredited investor" within 
the meaning of Rule 501(a)(7) under the Securities Act and for 
each of which we exercise sole investment discretion or (B) we 
are a "bank", within the meaning of Section 3(a)(2) of the 
Securities Act, or a "savings and loan association" or other 
institution described in Section 3(a)(5)(A) of the Securities 
Act that is acquiring Notes as fiduciary for the account of one 
or more institutions for which we exercise sole investment 
discretion;

			(iii)	in the event that we purchase any Notes, we will 
acquire Notes having a minimum purchase price of not less than 
$250,000 for our own account or for any separate account for 
which we are acting;

			(iv)	we have such knowledge and experience in financial and 
business matters that we are capable of evaluating the merits 
and risks of purchasing the Notes;

			(v)	we are not acquiring Notes with a view to distribution 
thereof or with any present intention of offering or selling any 
of Notes or the Common Stock issuable upon conversion thereof, 
except as permitted below; provided that the disposition of our 
property and property of any accounts for which we are acting as 
fiduciary shall remain at all times within our control; and

			(vi)	we have received a copy of the Offering Memorandum and 
acknowledge that we have had access to such financial and other 
information, and have been afforded the opportunity to ask such 
questions of representatives of the Company and receive answers 
thereto, as we deem necessary in connection with our decision to 
purchase Notes.

	We understand that Notes are being offered in a transaction not 
involving any public offering within the United States within the 
meaning of the Securities Act and that Notes and the shares of Common 
Stock issuable upon conversion thereof have not been and will not be 
registered under the Securities Act, and we agree, on our own behalf 
and on behalf of each account for which we acquire any Notes, that if 
in the future we decide to resell or otherwise transfer such Notes or 
the Common Stock issuable upon conversion thereof, such Notes or 
Common Stock may be resold or otherwise transferred only (i) to 3Com 
Corporation, or any subsidiary thereof, (ii) inside the United States 
to a person who is a "qualified institutional buyer" (as defined in 
Rule 144A under the Securities Act) in a transaction meeting the 
requirements of Rule 144A, (iii) inside the United States to an 
Institutional Accredited Investor that, prior to such transfer, 
furnishes to the trustee for such securities a signed letter 
containing certain representations and agreements relating to the 
restrictions on transfer of such securities (the form of which letter 
can be obtained from such trustee), (iv) outside the United States in 
a transaction meeting the requirements of Rule 904 under the 
Securities Act or (v) pursuant to the exemption from registration 
provided by Rule 144 under the Securities Act (if applicable) and 
(vi) in each case, in accordance with any applicable securities laws 
of any State of the United States or any other applicable 
jurisdiction and in accordance with the legends set forth on the 
Notes.  We further agree to provide any person purchasing any of the 
Notes or the Common Stock issuable upon conversion thereof from us a 
notice advising such purchaser that resales of such securities are 
restricted as stated herein.  We understand that the registrar and 
transfer agent for the Notes and the Common Stock will not be 
required to accept for registration of transfer any Notes or any 
shares of Common Stock issued upon conversion of the Notes, except 
upon presentation of evidence satisfactory to the Company that the 
foregoing restrictions on transfer have been complied with.  We 
further understand that any Notes and any shares of Common Stock 
issued upon conversion of the Notes will be in the form of definitive 
physical certificates and that such certificates will bear a legend 
reflecting the substance of this paragraph.

	We acknowledge that the Company, others and you will rely upon 
our confirmations, acknowledgements and agreements set forth herein, 
and we agree to notify you promptly in writing if any of our 
representations or warranties herein ceases to be accurate and 
complete.


	THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


		
(Name of Purchaser)


By		
   		Name:
		   Title:


 				Address:

EX-5

EXHIBIT 5.2






INDENTURE

DATED NOVEMBER 1, 1994


	













	3COM CORPORATION

	AND

	THE FIRST NATIONAL BANK OF BOSTON

	Trustee


	INDENTURE

	Dated as of November 1, 1994





	10 1/4% Convertible Subordinated Notes due 2001
















		


	TABLE OF CONTENTS


ARTICLE I - DEFINITIONS

	Section 1.1  Definitions
		Affiliate
		Applicable Price
		Board of Directors
		Business Day
		Commission
		Common Stock
		Company
		Conversion Price
		Corporate Trust Office
		Custodian
		Depositary
		Exchange Act
		Event of Default
		Fundamental Change
		Indenture
		Officers' Certificate
		Opinion of Counsel
		outstanding
		Note or Notes
		Noteholder; holder
		Note register
		Person
		PORTAL Market
		Predecessor Note
		QIB
		Reference Market Price
		Responsible Officer
		Restricted Notes
		Rights Agreement
		Rights
		Rule 144A
		Securities Act
		Senior Indebtedness
		subsidiary
		Trading Day
		Trust Indenture Act
		Trustee


ARTICLE II - 	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
			AND EXCHANGE OF NOTES

	Section 2.1	Designation, Amount and Issue of Notes
	Section 2.2	Form of Note
	Section 2.3	Date and Denomination of Notes; Payments of
				Interest
	Section 2.4	Execution of Notes
	Section 2.5	Exchange and Registration of Transfer of
				Notes; Restrictions on Transfer; Depositary
	Section 2.6	Mutilated, Destroyed, Lost or Stolen Notes
	Section 2.7	Temporary Notes
	Section 2.8	Cancellation of Notes Paid, Etc.

ARTICLE III  - REDEMPTION OF NOTES

	Section 3.1	Redemption Price
	Section 3.2	Notice of Redemption; Selection of Notes
	Section 3.3	Payment of Notes Called for Redemption
	Section 3.4	Conversion Arrangement on Call for
				Redemption
	Section 3.5	Redemption at Option of Holders


ARTICLE IV - SUBORDINATION OF NOTES

	Section 4.1	Agreement of Subordination
	Section 4.2	Payments to Noteholders
	Section 4.3	Subrogation of Notes
	Section 4.4	Authorization by Noteholders
	Section 4.5	Notice to Trustee
	Section 4.6	Trustee's Relation to Senior Indebtedness
	Section 4.7	No Impairment of Subordination
	Section 4.8	Certain Conversions Deemed Payment
	Section 4.9	Remitted Payments
	Section 4.10	Article Applicable to Paying Agents


ARTICLE V - PARTICULAR COVENANTS OF THE COMPANY

	Section 5.1	Payment of Principal, Premium and Interest
	Section 5.2	Maintenance of Office or Agency
	Section 5.3	Appointments to Fill Vacancies in 
				Trustee's Office
	Section 5.4	Provisions as to Paying Agent
	Section 5.5	Corporate Existence
	Section 5.6	Rule 144A Information Requirement
	Section 5.7	Resale of Certain Notes
	Section 5.8	Stay, Extension and Usury Laws


ARTICLE VI - 	NOTEHOLDERS' LISTS AND REPORTS BY
			THE COMPANY AND THE TRUSTEE

	Section 6.1	Noteholders' Lists
	Section 6.2	Preservation and Disclosure of Lists
	Section 6.3	Reports by Trustee
	Section 6.4	Reports by Company


ARTICLE VII -	REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
			ON AN EVENT OF DEFAULT

	Section 7.1	Events of Default
	Section 7.2	Payments of Notes on Default; Suit Therefor
	Section 7.3	Application of Monies Collected by Trustee
	Section 7.4	Proceedings by Noteholder
	Section 7.5	Proceedings by Trustee
	Section 7.6	Remedies Cumulative and Continuing
	Section 7.7	Direction of Proceedings and Waiver of
				Defaults by Majority of Noteholders.
	Section 7.8	Notice of Defaults.
	Section 7.9	Undertaking to Pay Costs.


ARTICLE VIII - CONCERNING THE TRUSTEE

	Section 8.1	Duties and Responsibilities of Trustee.
	Section 8.2	Reliance on Documents, Opinions, Etc.
	Section 8.3	No Responsibility for Recitals, Etc.
	Section 8.4	Trustee, Paying Agents, Conversion Agents
				or Registrar May Own Notes.
	Section 8.5	Monies to Be Held in Trust.
	Section 8.6	Compensation and Expenses of Trustee.
	Section 8.7	Officers' Certificate as Evidence
	Section 8.8	Conflicting Interests of Trustee.
	Section 8.9	Eligibility of Trustee.
	Section 8.10	Resignation or Removal of Trustee.
	Section 8.11	Acceptance by Successor Trustee
	Section 8.12	Succession by Merger, Etc.
	Section 8.13	Limitation on Rights of Trustee as Creditor


ARTICLE IX - CONCERNING THE NOTEHOLDERS

	Section 9.1	Action by Noteholders
	Section 9.2	Proof of Execution by Noteholders.
	Section 9.3	Who Are Deemed Absolute Owners
	Section 9.4	Company-Owned Notes Disregarded
	Section 9.5	Revocation of Consents; Future 
				Holders Bound


ARTICLE X  - NOTEHOLDERS' MEETINGS

	Section 10.1	Purpose of Meetings
	Section 10.2	Call of Meetings by Trustee
	Section 10.3	Call of Meetings by Company or Noteholders
	Section 10.4	Qualifications for Voting
	Section 10.5	Regulations
	Section 10.6	Voting
	Section 10.7	No Delay of Rights by Meeting


ARTICLE XI - SUPPLEMENTAL INDENTURES

	Section 11.1	Supplemental Indentures Without Consent
				of Noteholders
	Section 11.2	Supplemental Indentures with Consent of
				Noteholders
	Section 11.3	Compliance with Trust Indenture Act; Effect
				of Supplemental Indentures
	Section 11.4	Notation on Notes
	Section 11.5	Evidence of Compliance of Supplemental 
			Indenture to Be Furnished Trustee


ARTICLE XII -	CONSOLIDATION, MERGER, SALE, CONVEYANCE
			AND LEASE

	Section 12.1	Company May Consolidate, Etc. on Certain Terms
	Section 12.2	Successor Corporation to Be Substituted
	Section 12.3	Opinion of Counsel to Be Given Trustee


ARTICLE XIII - SATISFACTION AND DISCHARGE OF INDENTURE

	Section 13.1	Discharge of Indenture
	Section 13.2	Deposited Monies to Be Held in Trust by
				Trustee
	Section 13.3	Paying Agent to Repay Monies Held
	Section 13.4	Return of Unclaimed Monies
	Section 13.5	Reinstatement


ARTICLE XIV - 	IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
			OFFICERS AND DIRECTORS

	Section 14.1	Indenture and Notes Solely Corporate
				Obligations


ARTICLE XV - CONVERSION OF NOTES

	Section 15.1	Right to Convert
	Section 15.2	Exercise of Conversion Privilege; Issuance
				of Common Stock on Conversion; No 
				Adjustment for Interest or Dividends
	Section 15.3	Cash Payments in Lieu of Fractional Shares
	Section 15.4	Conversion Price
	Section 15.5	Adjustment of Conversion Price
	Section 15.6	Effect of Reclassification, Consolidation,
				Merger or Sale
	Section 15.7	Taxes on Shares Issued
	Section 15.8	Reservation of Shares; Shares to Be Fully
				Paid; Compliance with Governmental 
				Requirements; Listing of Common Stock
	Section 15.9	Responsibility of Trustee
	Section 15.10	Notice to Holders Prior to Certain Actions



ARTICLE XVI - MISCELLANEOUS PROVISIONS

	Section 16.1	Provisions Binding on Company's Successors
	Section 16.2	Official Acts by Successor Corporation
	Section 16.3	Addresses for Notices, Etc
	Section 16.4	Governing Law
	Section 16.5	Evidence of Compliance with Conditions
				Precedent; Certificates to Trustee
	Section 16.6	Legal Holidays
	Section 16.7	Trust Indenture Act
	Section 16.8	No Security Interest Created
	Section 16.9	Benefits of Indenture
	Section 16.10	Table of Contents, Headings, Etc.
	Section 16.11	Authenticating Agent
	Section 16.12	Execution in Counterparts

	INDENTURE dated as of November 1, 1994, between 3COM 
CORPORATION, a California corporation (hereinafter sometimes called 
the "Company", as more fully set forth in Section 1.1), and The First 
National Bank of Boston, a national banking association organized and 
existing under the laws of the United States of America, as trustee 
hereunder (hereinafter sometimes called the "Trustee", as more fully 
set forth in Section 1.1).

W I T N E S S E T H:

	WHEREAS, for its lawful corporate purposes, the Company has 
duly authorized the issue of its 10 1/4% Convertible Subordinated Notes 
due 2001 (hereinafter sometimes called the "Notes"), in an aggregate 
principal amount not to exceed $110,000,000 and, to provide the terms 
and conditions upon which the Notes are to be authenticated, issued 
and delivered, the Company has duly authorized the execution and 
delivery of this Indenture; and

	WHEREAS, the Notes, the certificate of authentication to be 
borne by the Notes, a form of assignment, a form of option to elect 
repayment upon a Fundamental Change, a form of conversion notice and 
a certificate of transfer to be borne by the Notes are to be 
substantially in the forms hereinafter provided for; and

	WHEREAS, all acts and things necessary to make the Notes, when 
executed by the Company and authenticated and delivered by the Trustee or a
duly authorized authenticating agent, as in this Indenture provided, the 
valid, binding and legal obligations of the Company, and to constitute these 
presents a valid agreement according to its terms, have been done and 
performed, and the execution of this Indenture and the issue 
hereunder of the Notes have in all respects been duly authorized.

	NOW, THEREFORE, THIS INDENTURE WITNESSETH:

	That in order to declare the terms and conditions upon which 
the Notes are, and are to be, authenticated, issued and delivered, 
and in consideration of the premises and of the purchase and 
acceptance of the Notes by the holders thereof, the Company covenants 
and agrees with the Trustee for the equal and proportionate benefit of the
respective holders from time to time of the Notes (except as otherwise
provided below), as follows:



ARTICLE I

	DEFINITIONS

	Section 1.1  Definitions.  The terms defined in this 
Section 1.1 (except as herein otherwise expressly provided or unless 
the context otherwise requires) for all purposes of this Indenture 
and of any indenture supplemental hereto shall have the respective 
meanings specified in this Section 1.1.  All other terms used in this 
Indenture that are defined in the Trust Indenture Act or which are by 
reference therein defined in the Securities Act (except as herein 
otherwise expressly provided or unless the context otherwise 
requires) shall have the meanings assigned to such terms in said 
Trust Indenture Act and in said Securities Act as in force at the 
date of the execution of this Indenture.  The words "herein," 
"hereof," "hereunder," and words of similar import refer to this 
Indenture as a whole and not to any particular Article, Section or 
other Subdivision.  The terms defined in this Article include the 
plural as well as the singular.

	Affiliate:  The term "Affiliate" of any specified Person shall 
mean any other Person directly or indirectly controlling or con-
trolled by or under direct or indirect common control with such 
specified Person.  For the purposes of this definition, "control," 
when used with respect to any specified Person means the power to 
direct or cause the direction of the management and policies of such 
Person, directly or indirectly, whether through the ownership of 
voting securities, by contract or otherwise; and the terms 
"controlling" and "controlled" have meanings correlative to the 
foregoing.

	Applicable Price:  The term "Applicable Price" shall mean 
(i) in the event of a Fundamental Change in which the holders of the 
Company's Common Stock receive only cash, the amount of cash received 
by the holder of one share of Common Stock and (ii) in the event of 
any other Fundamental Change, the arithmetic average of the Closing 
Price for the Company's Common Stock (determined as set forth in 
Section 15.5(g)) during the ten Trading Days (as defined in 
Section 15.5(g)) prior to the record date for the determination of 
the holders of Common Stock entitled to receive cash, securities, 
property or other assets in connection with such Fundamental Change, 
or, if there is no such record date, the date upon which the holders 
of the Common Stock shall have the right to receive such cash, 
securities, property or other assets in connection with the 
Fundamental Change.

	Board of Directors:  The term "Board of Directors" shall mean 
the Board of Directors of the Company or a committee of such Board 
duly authorized to act for it hereunder.

	Business Day:  The term "Business Day" shall mean a day, other 
than a Saturday, a Sunday, or legal holiday, on which the Trustee and 
banking institutions located in Boston, Massachusetts and the Borough 
of Manhattan, The City of New York, are open for the purpose of 
conducting a commercial banking business.

	Commission:  The term "Commission" shall mean the Securities 
and Exchange Commission.

	Common Stock:  The term "Common Stock" shall mean any stock of 
any class of the Company which has no preference in respect of 
dividends or of amounts payable in the event of any voluntary or 
involuntary liquidation, dissolution or winding up of the Company and 
which is not subject to redemption by the Company.  Subject to  the 
provisions of Section 15.6, however, shares issuable on conversion of 
Notes shall include only shares of the class designated as common 
stock of the Company at the date of this Indenture or shares of any 
class or classes resulting from any reclassification or 
reclassifications thereof and which have no preference in respect of 
dividends or of amounts payable in the event of any voluntary or 
involuntary liquidation, dissolution or winding up of the Company and 
which are not subject to redemption by the Company; provided that if 
at any time there shall be more than one such resulting class, the 
shares of each such class then so issuable shall be substantially in 
the proportion which the total number of shares of such class 
resulting from all such reclassifications bears to the total number 
of shares of all such classes resulting from all such 
reclassifications.

	Company:  The term "Company" shall mean 3Com Corporation, a 
California corporation, and subject to the provisions of Article XII, 
shall include its successors and assigns.

	Conversion Price:  The term "Conversion Price" shall have the 
meaning specified in Section 15.4.

	Corporate Trust Office:  The term "Corporate Trust Office" or 
other similar term, shall mean the office of the Trustee at which at 
any particular time its corporate trust business shall be principally 
administered, which office is, at the date as of which this Indenture 
is dated, located at Blue Hills Office Park, 150 Royall Street, 
Canton, Massachusetts, 02021 Attention:  Corporate Trust Division, 
Mail Stop 45-02-15 (3Com Corporation 10 1/4% Convertible Subordinated 
Notes due 2001).

	Custodian:  The term "Custodian" shall mean The First National 
Bank of Boston, as custodian with respect to the Notes in global 
form, or any successor entity thereto.

	default:	The term "default" shall mean any event that is, or 
after notice or passage of time, or both, would be, an Event of 
Default.

	Depositary:  The term "Depositary" means, with respect to the 
Notes issuable or issued in whole or in part in global form, the 
person specified in Section 2.5(d) as the Depositary with respect to 
such Notes, until a successor shall have been appointed and become 
such pursuant to the applicable provisions of this Indenture, and 
thereafter, "Depositary" shall mean or include such successor.

	Exchange Act:  The term "Exchange Act" shall mean the 
Securities Exchange Act of 1934, as amended, and the rules and 
regulations promulgated thereunder.

	Event of Default:  The term "Event of Default" shall mean any 
event specified in Section 7.1(a), (b), (c), (d) or (e).

	Fundamental Change:  The term "Fundamental Change" means the 
occurrence of any transaction or event in connection with which all 
or substantially all the Common Stock shall be exchanged for, 
converted into, acquired for or constitute the right to receive 
(whether by means of an exchange offer, liquidation, tender offer, 
consolidation, merger, combination, reclassification, 
recapitalization or otherwise) consideration which is not all or 
substantially all common stock which is (or will, upon consummation 
of such transaction or event, be) listed on a national securities 
exchange or approved for quotation in the National Association of 
Securities Dealers, Inc., Automated Quotation System or any similar 
system of automated dissemination of quotations of securities prices; 
provided that the issuance of Rights or a transaction or event which 
causes the Rights to become exercisable to purchase capital stock of 
any person, or to become evidenced by separate certificates, shall 
not be deemed to constitute a Fundamental Change solely by virtue of 
such Rights so being issued or becoming exercisable or evidenced by 
such a separate certificate.

	Indenture:  The term "Indenture" shall mean this instrument as 
originally executed or, if amended or supplemented as herein 
provided, as so amended or supplemented.

	Officers' Certificate:  The term "Officers' Certificate", when 
used with respect to the Company, shall mean a certificate signed by 
both (a) the President, the Chief Executive Officer, Executive or 
Senior Vice President or any Vice President and (b) by the Treasurer 
or any Assistant Treasurer, Secretary or any Assistant Secretary or 
Controller of the Company, which is delivered to the Trustee.  Each 
such certificate shall include the statements provided for in 
Section 16.5 if and to the extent required by the provisions of such 
Section.

	Opinion of Counsel:  The term "Opinion of Counsel" shall mean 
an opinion in writing signed by legal counsel, who may be an employee 
of or counsel to the Company, or other counsel acceptable to the 
Trustee, which is delivered to the Trustee.  Each such opinion shall 
include the statements provided for in Section 16.5 if and to the 
extent required by the provisions of such Section.

	outstanding:  The term "outstanding," when used with reference 
to Notes, shall, subject to the provisions of Section 9.4, mean, as 
of any particular time, all Notes authenticated and delivered by the 
Trustee under this Indenture, except

		(a)	Notes theretofore canceled by the Trustee or 
delivered to the Trustee for cancellation;

		(b)	Notes, or portions thereof, for the payment or 
redemption of which monies in the necessary amount shall have 
been deposited in trust with the Trustee or with any paying 
agent (other than the Company) or shall have been set aside and 
segregated in trust by the Company (if the Company shall act as 
its own paying agent); provided that if such Notes are to be 
redeemed prior to the maturity thereof, notice of such 
redemption shall have been given as in Article III provided, or 
provision satisfactory to the Trustee shall have been made for 
giving such notice;

		(c)	Notes in lieu of or in substitution for which other 
Notes shall have been authenticated and delivered pursuant to 
the terms of Section 2.6 unless proof satisfactory to the 
Trustee is presented that any such Notes are held by bona fide 
holders in due course; and

		(d)	Notes converted into Common Stock pursuant to 
Article XV and Notes deemed not outstanding pursuant to 
Section 3.2.

	Note or Notes:  The terms "Note" or "Notes" shall mean any Note 
or Notes, as the case may be, authenticated and delivered under this 
Indenture.

	Noteholder; holder:  The terms "Noteholder" or "holder" as 
applied to any Note, or other similar terms (but excluding the term 
"beneficial holder"), shall mean any person in whose name at the time 
a particular Note is registered on the Note registrar's books.

	Note register:  The term "Note register" shall have the meaning 
specified in Section 2.5.

	Person:  The term "Person" shall mean a corporation, an 
association, a partnership, an individual, a joint venture, a joint 
stock company, a trust, an unincorporated organization or a 
government or an agency or a political subdivision thereof.

	PORTAL Market:  The term "PORTAL Market" shall mean the Private 
Offerings, Resales and Trading through Automated Linkages Market 
operated by the National Association of Securities Dealers, Inc. or 
any successor thereto.

	Predecessor Note:  The term "Predecessor Note" of any 
particular Note shall mean every previous Note evidencing all or a 
portion of the same debt as that evidenced by such particular Note; 
and, for the purposes of this definition, any Note authenticated and 
delivered under Section 2.6 in lieu of a lost, destroyed or stolen 
Note shall be deemed to evidence the same debt as the lost, destroyed 
or stolen Note that it replaces.

	QIB:  The term "QIB" shall mean a "qualified institutional 
buyer" as defined in Rule 144A.

	Reference Market Price:  The term "Reference Market Price" 
shall initially mean $27.083, and in the event of any adjustment to 
the Conversion Price pursuant to Sections 15.5(a), (b), (c) or (d), 
the Reference Market Price shall also be adjusted so that the ratio 
of the Reference Market Price to the Conversion Price after giving 
effect to any such adjustment shall always be the same as the ratio 
of $27.083 to the Conversion Price specified in the form of Note 
attached hereto (without regard to any adjustment thereto).

	Responsible Officer:  The term "Responsible Officer", when used 
with respect to the Trustee, shall mean an officer of the Trustee in 
the Corporate Trust Office assigned and duly authorized by the 
Trustee to administer its corporate trust matters.

	Restricted Notes:  The term "Restricted Notes" means any Note 
that bears or is required to bear the legends set forth in Section 
2.5.

	Rights Agreement:  The term "Rights Agreement" means that 
certain Rights Agreement, dated as of September 8, 1989 between the 
Company and the Rights Agent (as such term is defined therein) as 
amended from time to time.

	Rights:  The term "Rights" shall mean "Rights" as such term is 
defined in the Rights Agreement or any New Rights Agreement (as 
defined in Section 15.5 hereof).

	Rule 144A:  The term "Rule 144A" shall mean Rule 144A as 
promulgated under the Securities Act.

	Securities Act:  The term "Securities Act" shall mean the 
Securities Act of 1933, as amended, and the rules and regulations 
promulgated thereunder.

	Senior Indebtedness:  The term "Senior Indebtedness" shall mean 
the principal of, premium, if any, on, interest on (including inter 
alia post-petition interest), and any other payment due pursuant to 
any of the following, whether outstanding at the date hereof or 
hereafter incurred or created:

		(a)	all indebtedness of the Company for money borrowed 
(including any indebtedness secured by a mortgage or other lien 
which is (i) given to secure all or part of the purchase price 
of property subject thereto, whether given to the vendor of 
such property or to another or (ii) existing on property at the 
time of acquisition thereof);

		(b)	all indebtedness of the Company evidenced by notes, 
debentures, bonds or similar instruments (excluding any such 
indebtedness for trade payables or constituting the deferred 
purchase price of assets or services incurred in the ordinary 
course of business) and all indebtedness of the Company con-
sisting of reimbursement obligations due and owing with respect 
to letters of credit and bank guarantees;

		(c)	all lease obligations of the Company which are 
capitalized on the books of the Company in accordance with 
generally accepted accounting principles and all lease 
obligations of the Company under any lease or related document 
(including a purchase agreement) which provides that the 
Company is contractually obligated to purchase or cause a third 
party to purchase and thereby guarantee a minimum residual 
value of the leased property to the landlord and the 
obligations of the Company under such lease or related document 
to purchase or to cause a third party to purchase such leased 
property;

		(d)	all indebtedness consisting of commitment or 
standby fees due and payable to lending institutions with 
respect to credit facilities available to the Company;

		(e)	all indebtedness consisting of obligations of the 
Company due and payable under interest rate and currency swaps, 
floors caps or other similar arrangements intended to fix 
interest rate obligations or hedge foreign currency exposure;

		(f)	all indebtedness of others of the kinds described 
in the preceding clauses (a), (b), (d) or (e) and all lease 
obligations of others of the kind described in the preceding 
clause (c) assumed by or guaranteed in any manner by the 
Company or in effect guaranteed by the Company through an 
agreement to purchase, contingent or otherwise, and all 
indebtedness of the Company under any such guarantees or other 
arrangements; and

		(g)	all renewals, extensions, refundings, deferrals, 
amendments, modifications or supplements of indebtedness (or 
guarantees) of the kinds described in any of the preceding 
clauses (a), (b), (d), (e) or (f) and all renewals or 
extensions of lease obligations of the kinds described in 
either of the preceding clauses (c) or (f);

unless, in the case of any particular indebtedness, lease, renewal, 
extension, refunding, amendment, modification or supplement, the 
instrument or lease creating or evidencing the same or the assumption 
or guarantee of the same expressly provides that such indebtedness, 
lease, renewal, extension, refunding, amendment, modification or 
supplement is not superior in right of payment to, or is pari passu 
with, the Notes.  Notwithstanding the foregoing, Senior Indebtedness 
shall not included any indebtedness or lease obligation of any kind 
of the Company to any subsidiary of the Company.

	subsidiary:  The term "subsidiary" of any specified Person 
shall mean (i) a corporation a majority of whose capital stock with 
voting power under ordinary circumstances, to elect directors is at 
the time directly or indirectly owned by such Person, or (ii) any 
other Person (other than a corporation) in which such Person or such 
Person and a subsidiary or subsidiaries of such Person or a 
subsidiary or subsidiaries of such Person directly or indirectly, at 
the date of determination thereof, has at least majority ownership. 

	Trading Day:  The term "Trading Day" shall have the meaning 
specified in Section 15.5(g)(5).

	Trigger Event:	The term "Trigger Event" shall have the 
meaning specified in Section 15.5(d).

	Trust Indenture Act:  The term "Trust Indenture Act" shall mean 
the Trust Indenture Act of 1939, as amended, as it was in force at 
the date of execution of this Indenture, except as provided in 
Sections 11.3 and 15.6; provided, however, that in the event the 
Trust Indenture Act of 1939 is amended after the date hereof, the 
term "Trust Indenture Act" shall mean, to the extent required by such 
amendment, the Trust Indenture Act of 1939 as so amended.

	Trustee:  The term "Trustee" shall mean The First National Bank 
of Boston and its successors and any corporation resulting from or 
surviving any consolidation or merger to which it or its successors 
may be a party and any successor trustee at the time serving as 
successor trustee hereunder.

	The definitions of certain other terms are as specified in 
Section 3.5 and Article XV.


	ARTICLE II

	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
	AND EXCHANGE OF NOTES

	Section 2.1  Designation, Amount and Issue of Notes.  The Notes 
shall be designated as "10 1/4% Convertible Subordinated Notes due 
2001".  Notes not to exceed the aggregate principal amount of 
$110,000,000 upon the execution of this Indenture, or from time to 
time thereafter, may be executed by the Company and delivered to the 
Trustee for authentication, and the Trustee shall thereupon 
authenticate and deliver said Notes to or upon the written order of 
the Company, signed by its (a) President, Executive or Senior Vice 
President or any Vice President and (b) Treasurer or Assistant 
Treasurer or its Secretary or any Assistant Secretary, without any 
further action by the Company hereunder.

	Section 2.2  Form of Notes.  The Notes and the Trustee's 
certificate of authentication to be borne by such Notes shall be 
substantially in the form set forth in Exhibit A, which is 
incorporated in and made a part of this Indenture.

	Any of the Notes may have such letters, numbers or other marks 
of identification and such notations, legends and endorsements as the 
officers executing the same may approve (execution thereof to be 
conclusive evidence of such approval) and as are not inconsistent 
with the provisions of this Indenture, or as may be required to 
comply with any law or with any rule or regulation made pursuant 
thereto or with any rule or regulation of any securities exchange or 
automated quotation system on which the Notes may be listed, or to 
conform to usage.

	Any Note in global form shall represent such of the outstanding 
Notes as shall be specified therein and shall provide that it shall 
represent the aggregate amount of outstanding Notes from time to time 
endorsed thereon and that the aggregate amount of outstanding Notes 
represented thereby may from time to time be increased or reduced to 
reflect transfers or exchanges permitted hereby.  Any endorsement of 
a Note in global form to reflect the amount of any increase or 
decrease in the amount of outstanding Notes represented thereby shall 
be made by the Trustee or the Custodian, at the direction of the 
Trustee, in such manner and upon instructions given by the holder of 
such Notes in accordance with this Indenture.  Payment of principal 
of and interest and premium, if any, on any Note in global form shall 
be made to the holder of such Note.

	The terms and provisions contained in the form of Note attached 
as Exhibit A hereto shall constitute, and are hereby expressly made, 
a part of this Indenture and to the extent applicable, the Company 
and the Trustee, by their execution and delivery of this Indenture, 
expressly agree to such terms and provisions and to be bound thereby.

	Section 2.3  Date and Denomination of Notes; Payments of 
Interest.  The Notes shall be issuable in registered form without 
coupons in denominations of $1,000 principal amount and integral 
multiples thereof.  Every Note shall be dated the date of its 
authentication, shall bear interest from the applicable date in each 
case as specified on the face of the form of Note attached as 
Exhibit A hereto.

	The person in whose name any Note (or its Predecessor Note) is 
registered at the close of business on any record date with respect 
to any interest payment date (including any Note that is converted 
after the record date and on or before the interest payment date) 
shall be entitled to receive the interest payable on such interest 
payment date notwithstanding the cancellation of such Note upon any 
transfer, exchange or conversion subsequent to the record date and on 
or prior to such interest payment date.  As provided in Section 15.2, 
and subject to the exception contained therein, interest shall not be 
payable to such person in the case of any Note or Notes, or portion 
thereof, which have been called for redemption and which are 
converted on a date subsequent to such record date and prior to such 
interest payment date.  Interest may, at the option of the Company, 
be paid by check mailed to the address of such person on the registry 
kept for such purposes, provided that, with respect to any holder of 
Notes with an aggregate principal amount equal to or in excess of 
$5,000,000, interest on such holder's Notes, at the election of such 
holder, shall be paid by wire transfer in immediately available funds 
in accordance with the wire transfer instructions supplied by such 
holder to the Trustee and paying agent (if different from the 
Trustee).  The term "record date" with respect to any interest 
payment date shall mean the April 15 or October 15 preceding said May 
1 or November 1.

	Interest on the Notes shall be computed on the basis of a year 
of twelve 30-day months.

	Any interest on any Note which is payable, but is not 
punctually paid or duly provided for, on any said May 1 or November 1 
(herein called "Defaulted Interest") shall forthwith cease to be 
payable to the Noteholder on the relevant record date by virtue of 
his having been such Noteholder; and such Defaulted Interest shall be 
paid by the Company, at its election in each case, as provided in 
clause (1) or (2) below:

		(1)	The Company may elect to make payment of any 
Defaulted Interest to the Persons in whose names the Notes (or 
their respective Predecessor Notes) are registered at the close 
of business on a special record date for the payment of such 
Defaulted Interest, which shall be fixed in the following 
manner.  The Company shall notify the Trustee in writing of the 
amount of Defaulted Interest to be paid on each Note and the 
date of the payment (which shall be not less than twenty-five 
(25) days after the receipt by the Trustee of such notice, 
unless the Trustee shall consent to an earlier date), and at 
the same time the Company shall deposit with the Trustee an 
amount of money equal to the aggregate amount to be paid in 
respect of such Defaulted Interest or shall make arrangements 
satisfactory to the Trustee for such deposit prior to the date 
of the proposed payment, such money when deposited to be held 
in trust for the benefit of the Persons entitled to such 
Defaulted Interest as in this clause provided.  Thereupon the 
Trustee shall fix a special record date for the payment of such 
Defaulted Interest which shall be not more than 15 days and not 
less than ten (10) days prior to the date of the payment and 
not less than ten (10) days after the receipt by the Trustee of 
the notice of the proposed payment.  The Trustee shall promptly 
notify the Company of such special record date and, in the name 
and at the expense of the Company, shall cause notice of the 
payment of such Defaulted Interest and the special record date 
therefor to be mailed, first-class postage prepaid, to each 
Noteholder as of such special record date at his address as it 
appears in the Note register, not less than ten (10) days prior 
to such special record date.  Notice of the proposed payment of 
such Defaulted Interest and the special record date therefor 
having been so mailed, such Defaulted Interest shall be paid to 
the Persons in whose names the Notes (or their respective 
Predecessor Notes) were registered at the close of business on 
such special record date and shall no longer be payable 
pursuant to the following clause (2).

		(2)	The Company may make payment of any Defaulted 
Interest in any other lawful manner not inconsistent with the 
requirements of any securities exchange and automated quotation 
system on which the Notes may be listed or designated for 
issuance, and upon such notice as may be required by such 
exchange and automated quotation system, if, after notice given 
by the Company to the Trustee of the proposed payment pursuant 
to this clause, such manner of payment shall be deemed 
practicable by the Trustee.

	Section 2.4  Execution of Notes.  The Notes shall be signed in 
the name and on behalf of the Company by the facsimile signature of 
its President, its Chief Executive Officer, any of its Executive Vice 
Presidents, or any of its Vice Presidents and attested by the 
facsimile signature of its Secretary, Chief Financial Officer or any 
of its Assistant Secretaries (which may be printed, engraved or 
otherwise reproduced thereon, by facsimile or otherwise).  Only such 
Notes as shall bear thereon a certificate of authentication 
substantially in the form set forth on the form of Note attached as 
Exhibit A hereto, manually executed by the Trustee (or an authenti-
cating agent appointed by the Trustee as provided by Section 16.11), 
shall be entitled to the benefits of this Indenture or be valid or 
obligatory for any purpose.  Such certificate by the Trustee (or such 
an authenticating agent) upon any Note executed by the Company shall 
be conclusive evidence that the Note so authenticated has been duly 
authenticated and delivered hereunder and that the holder is entitled 
to the benefits of this Indenture.

	In case any officer of the Company who shall have signed any of 
the Notes shall cease to be such officer before the Notes so signed 
shall have been authenticated and delivered by the Trustee, or 
disposed of by the Company, such Notes nevertheless may be 
authenticated and delivered or disposed of as though the person who 
signed such Notes had not ceased to be such officer of the Company; 
and any Note may be signed on behalf of the Company by such persons 
as, at the actual date of the execution of such Note, shall be the 
proper officers of the Company, although at the date of the execution 
of this Indenture any such person was not such an officer.

	Section 2.5  Exchange and Registration of Transfer of Notes; 
Restrictions on Transfer; Depositary.

		(a)	The Company shall cause to be kept at the Corporate 
Trust Office a register (the register maintained in such office 
and in any other office or agency of the Company designated 
pursuant to Section 5.2 being herein sometimes collectively 
referred to as the "Note register") in which, subject to such 
reasonable regulations as it may prescribe, the Company shall 
provide for the registration of Notes and of transfers of 
Notes.  The Trustee is hereby appointed "Note registrar" for 
the purpose of registering Notes and transfers of Notes as 
herein provided.  The Company may appoint one or more co-
registrars in accordance with Section 5.2.

		Upon surrender for registration of transfer of any Note 
to the Note registrar or any co-registrar, and satisfaction of 
the requirements for such transfer set forth in this Section 
2.5, the Company shall execute, and the Trustee shall authen-
ticate and deliver, in the name of the designated transferee or 
transferees, one or more new Notes of any authorized 
denominations and of a like aggregate principal amount and 
bearing such restrictive legends as may be required by this 
Indenture.

		Notes may be exchanged for other Notes of any authorized 
denominations and of a like aggregate principal amount, upon 
surrender of the Notes to be exchanged at any such office or 
agency maintained by the Company pursuant to Section 5.2 and 
the Company shall execute, and the Trustee shall authenticate 
and deliver, the Notes which the Noteholder making the exchange 
is entitled to receive bearing registration numbers not 
contemporaneously outstanding.

		All Notes issued upon any registration of transfer or 
exchange of Notes shall be the valid obligations of the Com-
pany, evidencing the same debt, and entitled to the same 
benefits under this Indenture, as the Notes surrendered upon 
such registration of transfer or exchange.

		All Notes presented or surrendered for registration of 
transfer or for exchange, redemption or conversion shall (if so 
required by the Company or the Note registrar) be duly 
endorsed, or be accompanied by a written instrument or instru-
ments of transfer in form satisfactory to the Company, and the 
Notes shall be duly executed by the Noteholder thereof or his 
attorney duly authorized in writing.

		No service charge shall be made for any registration of 
transfer or exchange of Notes, but the Company may require 
payment of a sum sufficient to cover any tax or other govern-
mental charge that may be imposed in connection with any 
registration of transfer or exchange of Notes.

		Neither the Company nor the Trustee shall be required to 
exchange or register a transfer of (a) any Notes for a period 
of 15 days next preceding any selection of Notes to be redeemed 
or (b) any Notes or portions thereof selected or called for 
redemption pursuant to Article III or (c) any Notes or portion 
thereof surrendered for conversion pursuant to Article XV.

		(b)	So long as the Notes are eligible for book-entry 
settlement with the Depositary, or unless otherwise required by 
law, all Notes to be traded on the PORTAL Market shall be 
represented by a Note in global form registered in the name of 
the Depositary or the nominee of the Depositary.  The transfer 
and exchange of beneficial interests in such Note in global 
form, which does not involve the issuance of a Note in defini-
tive form, shall be effected through the Depositary, in accor-
dance with this Indenture (including the restrictions on 
transfer set forth herein) and the procedures of the Depositary 
therefor.

		At any time at the request of the beneficial holder of an 
interest in a Note in global form to obtain a Note in 
definitive form, such beneficial holder shall be entitled to 
obtain a definitive Note upon written request to the Trustee 
and the Custodian in accordance with the procedures of the 
Custodian and Depositary for the issuance thereof.  Upon 
receipt of any such request, the Trustee or the Custodian, at 
the direction of the Trustee, will cause, in accordance with 
the standing instructions and procedures existing between the 
Depositary and the Custodian, the aggregate principal amount of 
the Note in global form to be reduced and, following such 
reduction, the Company will execute and the Trustee will 
authenticate and deliver to such beneficial holder (or its 
nominee) a Note or Notes in the appropriate aggregate principal 
amount in the name of such beneficial holder (or its nominee) 
and bearing such restrictive legends as may be required by this 
Indenture.

		Any transfer of a beneficial interest in a Note in global 
form which cannot be effected through book-entry settlement 
must be effected by the delivery to the transferee (or its 
nominee) of a definitive Note or Notes registered in the name 
of the transferee (or its nominee) on the books maintained by 
the Note registrar.  With respect to any such transfer, the 
Trustee or the Custodian, at the direction of the Trustee, will 
cause, in accordance with the standing instructions and 
procedures existing between the Depositary and the Custodian, 
the aggregate principal amount of the Note in global form to be 
reduced and, following such reduction, the Company will execute 
and the Trustee will authenticate and deliver to the transferee 
(or such transferee's nominee, as the case may be), a Note or 
Notes in the appropriate aggregate principal amount in the name 
of such transferee (or its nominee) and bearing such 
restrictive legends as may be required by this Indenture.

		(c)	So long as the Notes are eligible for book-entry 
settlement, or unless otherwise required by law, upon any 
transfer of a definitive Note to a QIB in accordance with Rule 
144A, and upon receipt of the definitive Note or Notes being so 
transferred, together with a certification from the transferor 
that the transferee is a QIB (or other evidence satisfactory to 
the Trustee), the Trustee shall make or direct the Custodian to 
make, an endorsement on the Note in global form to reflect an 
increase in the aggregate principal amount of the Notes 
represented by the Note in global form, the Trustee shall 
cancel such definitive Note or Notes and cause, or direct the 
Custodian to cause, in accordance with the standing 
instructions and procedures existing between the Depositary and 
the Custodian, the aggregate principal amount of Notes 
represented by the Note in global form to be increased accord-
ingly; provided that no definitive Note, or portion thereof, in 
respect of which the Company or an Affiliate of the Company 
held any beneficial interest shall be included in such Note in 
global form until such definitive Note is freely tradable in 
accordance with Rule 144(k); provided further that the Trustee 
shall issue Notes in definitive form upon any transfer of a 
beneficial interest in the Note in global form to the Company 
or an Affiliate of the Company.

		Any Note in global form may be endorsed with or have 
incorporated in the text thereof such legends or recitals or 
changes not inconsistent with the provisions of this Indenture 
as may be required by the Custodian, the Depositary or by the 
National Association of Securities Dealers, Inc. in order for 
the Notes to be tradeable on the PORTAL Market or as may be 
required for the Notes to be tradeable on any other market 
developed for trading of securities pursuant to Rule 144A or 
required to comply with any applicable law or any regulation 
thereunder or with the rules and regulations of any securities 
exchange upon which the Notes may be listed or traded or to 
conform with any usage with respect thereto, or to indicate any 
special limitations or restrictions to which any particular 
Notes are subject.

		(d)	Every Restricted Note shall be subject to the 
restrictions on transfer provided in the legend required to be 
borne by each Restricted Note pursuant to Section 2.5, unless 
such restrictions on transfer shall be waived by the written 
consent of the Company, and the holder of each Restricted Note, 
by such Noteholder's acceptance thereof, agrees to be bound by 
such restrictions on transfer.   As used in Sections 2.5(d), 
2.5(e) and 2.5(f), the term "transfer" encompasses any sale, 
pledge, transfer or other disposition of any Restricted Note or 
Common Stock issued upon conversion of any Restricted Note.

		Until three years after the original issuance date of any 
Note, any certificate evidencing such Note (and all securities 
issued in exchange therefor or substitution thereof, other than 
Common Stock, if any, issued upon conversion thereof, which 
shall bear the legend set forth in Section 2.5(e), if 
applicable) shall bear a legend in substantially the following 
form, unless otherwise agreed by the Company (with written 
notice thereof to the Trustee):

		THE NOTE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT 
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR 
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET 
FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION 
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A 
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A 
UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL 
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), 
(3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL 
ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND 
IS ACQUIRING THE NOTE EVIDENCED HEREBY IN AN OFFSHORE 
TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN THREE 
YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED 
HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED 
HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF 
SUCH NOTE EXCEPT (A) TO 3COM CORPORATION OR ANY 
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A 
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 
144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED 
STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, 
PRIOR TO SUCH TRANSFER, FURNISHES TO THE FIRST NATIONAL 
BANK OF BOSTON, AS TRUSTEE, A SIGNED LETTER CONTAINING 
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE 
RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY 
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH 
TRUSTEE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE 
WITH RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO 
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 
UNDER THE SECURITIES ACT (IF AVAILABLE), AND (3) AGREES 
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE 
EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO 
THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY 
TRANSFER OF THE NOTE EVIDENCED HEREBY WITHIN THREE YEARS 
AFTER THE ORIGINAL ISSUANCE OF SUCH NOTE, THE HOLDER MUST 
CHECK THE APPROPRIATE BOX SET FORTH ABOVE RELATING TO THE 
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO 
THE FIRST NATIONAL BANK OF BOSTON, AS TRUSTEE.  IF THE 
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED 
INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE 
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE FIRST 
NATIONAL BANK OF BOSTON, AS TRUSTEE, SUCH CERTIFICATIONS, 
LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY 
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE 
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT 
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 
SECURITIES ACT.  THIS LEGEND WILL BE REMOVED AFTER THE 
EXPIRATION OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF 
THE NOTE EVIDENCED HEREBY.  AS USED HEREIN, THE TERMS 
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" 
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE 
SECURITIES ACT.

		Any Note (or security issued in exchange or substitution 
therefor) as to which such restrictions on transfer shall have 
expired in accordance with their terms may, upon surrender of 
such Note for exchange to the Note registrar in accordance with 
the provisions of this Section 2.5, be exchanged for a new Note 
or Notes, of like tenor and aggregate principal amount, which 
shall not bear the restrictive legend required by this 
Section 2.5(d).

		Notwithstanding any other provisions of this Indenture 
(other than the provisions set forth in this Section 2.5(d)), a 
Note in global form may not be transferred as a whole except by 
the Depositary to a nominee of the Depositary or by a nominee 
of the Depositary to the Depositary or another nominee of the 
Depositary or by the Depositary or any such nominee to a 
successor Depositary or a nominee of such successor Depositary.

		The Depositary shall be a clearing agency registered 
under the Exchange Act.  The Company initially appoints The 
Depository Trust Company to act as Depositary with respect to 
the Notes in global form.  Initially, the global Note shall be 
issued to the Depositary, registered in the name of Cede & Co., 
as the nominee of the Depositary, and deposited with the 
Custodian for Cede & Co.

		If at any time the Depositary for the Note notifies the 
Company that it is unwilling or unable to continue as Deposi-
tary for the Note in global form, the Company may appoint a 
successor Depositary.  If a successor Depositary is not 
appointed by the Company within 90 days after the Company 
receives such notice, the Company will execute, and the 
Trustee, upon receipt of an Officers' Certificate for the 
authentication and delivery of Notes, will authenticate and 
deliver, Notes in definitive form, in an aggregate principal 
amount equal to the principal amount of the Note in global 
form, in exchange for such Note in global form.

		If a definitive Note is issued in exchange for any 
portion of a Note in global form after the close of business at 
the office or agency where such exchange occurs on any record 
date and before the opening of business at such office or 
agency on the next succeeding interest payment date, interest 
will not be payable on such interest payment date in respect of 
such Note, but will be payable on such interest payment date 
only to the person to whom interest in respect of such portion 
of such Note in global form is payable in accordance with the 
provisions of this Indenture.

		Definitive Notes issued in exchange for all or a part of 
a Note in global form pursuant to this Section 2.5 shall be 
registered in such names and in such authorized denominations 
as the Depositary, pursuant to instructions from its direct or 
indirect participants or otherwise, shall instruct the Trustee.  
Upon execution and authentication, the Trustee shall deliver 
such definitive Notes to the persons in whose names such 
definitive Notes are so registered.

		 At such time as all interests in a Note in global form 
have been redeemed, converted, repurchased or canceled, such 
Note in global form shall be canceled by the Trustee in accord-
ance with standing procedures and instructions existing between 
the Depositary and the Custodian.  At any time prior to such 
cancellation, if any interest in a global Note is exchanged for 
definitive Notes, redeemed, converted, or canceled, exchanged 
for definitive Notes or transferred to a transferee who 
receives definitive Notes therefor or any definitive Note is 
exchanged or transferred for part of a Note in global form, the 
principal amount of such Note in global form shall, in 
accordance with the standing procedures and instructions 
existing between the Depositary and the Custodian, be reduced 
or increased, as the case may be, and an endorsement shall be 
made on such Note in global form, by the Trustee or the 
Custodian, at the direction of the Trustee, to reflect such 
reduction or increase.

		(e)  Until three years after the original issuance date 
of any Note, any stock certificate representing Common Stock 
issued upon conversion of such Note shall bear a legend in 
substantially the following form, unless otherwise agreed by 
the Company (with written notice thereof to the Trustee):

		THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN AND WILL 
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY 
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR 
FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET 
FORTH IN THE FOLLOWING SENTENCE.  THE HOLDER HEREOF 
AGREES THAT UNTIL THE EXPIRATION OF THREE YEARS AFTER THE 
ORIGINAL ISSUANCE OF THE NOTE UPON THE CONVERSION OF 
WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED, (1) 
IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK 
EVIDENCED HEREBY EXCEPT (A) TO 3COM CORPORATION OR ANY 
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A 
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A 
UNDER THE SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, 
(C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL 
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), 
(3) OR (7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH 
TRANSFER, FURNISHES TO THE FIRST NATIONAL BANK OF BOSTON, 
AS TRANSFER AGENT, A SIGNED LETTER CONTAINING CERTAIN 
REPRESENTATIONS AND AGREEMENTS RELATING TO THE 
RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED 
HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM 
SUCH TRANSFER AGENT), (D) OUTSIDE THE UNITED STATES IN 
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR 
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED 
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (2) 
PRIOR TO SUCH TRANSFER, IT WILL FURNISH THE FIRST 
NATIONAL BANK OF BOSTON AS TRANSFER AGENT, SUCH 
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT 
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS 
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A 
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS 
OF THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH 
PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS 
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS 
LEGEND.  THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION 
OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE 
UPON THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED 
HEREBY WAS ISSUED OR UPON THE EARLIER SATISFACTION OF THE 
FIRST NATIONAL BANK OF BOSTON, AS TRANSFER AGENT, THAT 
THE COMMON STOCK HAS BEEN OR IS BEING OFFERED AND SOLD IN 
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT.  AS 
USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" 
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE 
SECURITIES ACT.

		(f)  Any certificate evidencing a Note that has been 
transferred to an Affiliate of the Company within three years 
after the original issuance date of the Note, as evidenced by a 
notation on the Assignment Form for such transfer or in the 
representation letter delivered in respect thereof, shall, 
until three years after the last date on which the Company or 
any Affiliate of the Company was an owner of such Note, bear a 
legend in substantially the following form, unless otherwise 
agreed by the Company (with written notice thereof to the 
Trustee):

		THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER 
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED 
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE 
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH 
IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION HEREOF, 
THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR 
OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE 
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT 
(A) TO 3COM CORPORATION OR ANY SUBSIDIARY THEREOF, (B) IN 
A TRANSACTION REGISTERED UNDER THE SECURITIES ACT OR (C) 
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY 
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) AND (2) 
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE 
EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO 
THE EFFECT OF THIS LEGEND.  IF THE PROPOSED TRANSFER IS 
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY 
RULE 144 UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR 
TO SUCH TRANSFER, FURNISH TO THE FIRST NATIONAL BANK OF 
BOSTON, AS TRUSTEE, SUCH CERTIFICATIONS, LEGAL OPINIONS 
OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY 
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE 
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT 
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 
SECURITIES ACT.  AS USED HEREIN, THE TERMS "UNITED 
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM 
BY REGULATION S UNDER THE SECURITIES ACT.

	Any stock certificate representing Common Stock issued upon 
conversion of such Note shall also bear a legend in substan-
tially the form indicated above, unless otherwise agreed by the 
Company (with written notice thereof to the Trustee).

	Section 2.6  Mutilated, Destroyed, Lost or Stolen Notes.  In 
case any Note shall become mutilated or be destroyed, lost or stolen, 
the Company in its discretion may execute, and upon its request the 
Trustee or an authenticating agent appointed by the Trustee shall 
authenticate and deliver, a new Note, bearing a number not 
contemporaneously outstanding, in exchange and substitution for the 
mutilated Note, or in lieu of and in substitution for the Note so 
destroyed, lost or stolen.  In every case the applicant for a 
substituted Note shall furnish to the Company, to the Trustee and, if 
applicable, to such authenticating agent such security or indemnity 
as may be required by them to save each of them harmless for any 
loss, liability, cost or expense caused by or connected with such 
substitution, and, in every case of destruction, loss or theft, the 
applicant shall also furnish to the Company, to the Trustee and, if 
applicable, to such authenticating agent evidence to their satis-
faction of the destruction, loss or theft of such Note and of the 
ownership thereof.

	The Trustee or such authenticating agent may authenticate any 
such substituted Note and deliver the same upon the receipt of such 
security or indemnity as the Trustee, the Company and, if applicable, 
such authenticating agent may require.  Upon the issuance of any 
substituted Note, the Company may require the payment of a sum 
sufficient to cover any tax or other governmental charge that may be 
imposed in relation thereto and any other expenses connected 
therewith.  In case any Note which has matured or is about to mature 
or has been called for redemption or is about to be converted into 
Common Stock shall become mutilated or be destroyed, lost or stolen, 
the Company may, instead of issuing a substitute Note, pay or 
authorize the payment of or convert or authorize the conversion of 
the same (without surrender thereof except in the case of a mutilated 
Note), as the case may be, if the applicant for such payment or 
conversion shall furnish to the Company, to the Trustee and, if 
applicable, to such authenticating agent such security or indemnity 
as may be required by them to save each of them harmless for any 
loss, liability, cost or expense caused by or connected with such 
substitution, and, in case of destruction, loss or theft, evidence 
satisfactory to the Company, the Trustee and, if applicable, any 
paying agent or conversion agent of the destruction, loss or theft of 
such Note and of the ownership thereof.

	Every substitute Note issued pursuant to the provisions of this 
Section 2.6 by virtue of the fact that any Note is destroyed, lost or 
stolen shall constitute an additional contractual obligation of the 
Company, whether or not the destroyed, lost or stolen Note shall be 
found at any time, and shall be entitled to all the benefits of (but 
shall be subject to all the limitations set forth in) this Indenture 
equally and proportionately with any and all other Notes duly issued 
hereunder.  To the extent permitted by law, all Notes shall be held 
and owned upon the express condition that the foregoing provisions 
are exclusive with respect to the replacement or payment or 
conversion of mutilated, destroyed, lost or stolen Notes and shall 
preclude any and all other rights or remedies notwithstanding any law 
or statute existing or hereafter enacted to the contrary with respect 
to the replacement or payment or conversion of negotiable instruments 
or other securities without their surrender.

	Section 2.7  Temporary Notes.  Pending the preparation of 
definitive Notes, the Company may execute and the Trustee or an 
authenticating agent appointed by the Trustee shall authenticate and 
deliver temporary Notes (printed or lithographed).  Temporary Notes 
shall be issuable in any authorized denomination, and substantially 
in the form of the definitive Notes, but with such omissions, 
insertions and variations as may be appropriate for temporary Notes, 
all as may be determined by the Company.  Every such temporary Note 
shall be executed by the Company and authenticated by the Trustee or 
such authenticating agent upon the same conditions and in 
substantially the same manner, and with the same effect, as the 
definitive Notes.  Without unreasonable delay the Company will 
execute and deliver to the Trustee or such authenticating agent 
definitive Notes (other than in the case of Notes in global form) and 
thereupon any or all temporary Notes (other than any such Note in 
global form) may be surrendered in exchange therefor, at each office 
or agency maintained by the Company pursuant to Section 5.2 and the 
Trustee or such authenticating agent shall authenticate and deliver 
in exchange for such temporary Notes an equal aggregate principal 
amount of definitive Notes.  Such exchange shall be made by the 
Company at its own expense and without any charge therefor.  Until so 
exchanged, the temporary Notes shall in all respects be entitled to 
the same benefits and subject to the same limitations under this 
Indenture as definitive Notes authenticated and delivered hereunder.

	Section 2.8  Cancellation of Notes Paid, Etc.  All Notes 
surrendered for the purpose of payment, redemption, conversion, 
exchange or registration of transfer, shall, if surrendered to the 
Company or any paying agent or any Note registrar or any conversion 
agent, be surrendered to the Trustee and promptly canceled by it, or, 
if surrendered to the Trustee, shall be promptly canceled by it, and 
no Notes shall be issued in lieu thereof except as expressly 
permitted by any of the provisions of this Indenture.  The Trustee 
shall destroy canceled Notes (unless the Company directs it to do 
otherwise) and, after such destruction, shall deliver a certificate 
of such destruction to the Company.  If the Company shall acquire any 
of the Notes, such acquisition shall not operate as a redemption or 
satisfaction of the indebtedness represented by such Notes unless and 
until the same are delivered to the Trustee for cancellation.


	ARTICLE III

	REDEMPTION OF NOTES

	Section 3.1  Redemption Prices.  The Company may not redeem the 
Notes prior to November 1, 1997.  On or after such date, the Company 
may, at its option, redeem all or from time to time any part of the 
Notes on any date prior to maturity, upon notice as set forth in 
Section 3.2, and at the optional redemption prices set forth in the 
form of Note attached as Exhibit A hereto, together with accrued 
interest to the date fixed for redemption.

	Section 3.2  Notice of Redemption; Selection of Notes.  In case 
the Company shall desire to exercise the right to redeem all or, as 
the case may be, any part of the Notes pursuant to Section 3.1, it 
shall fix a date for redemption and it or, at its request, the 
Trustee in the name of and at the expense of the Company, shall mail 
or cause to be mailed a notice of such redemption at least 30 and not 
more than 60 days prior to the date fixed for redemption to the 
holders of Notes so to be redeemed as a whole or in part at their 
last addresses as the same appear on the registry books of the 
Company.  Such mailing shall be by first class mail.  The notice if 
mailed in the manner herein provided shall be conclusively presumed 
to have been duly given, whether or not the holder receives such 
notice.  In any case, failure to give such notice by mail or any 
defect in the notice to the holder of any Note designated for 
redemption as a whole or in part shall not affect the validity of the 
proceedings for the redemption of any other Note.

	Each such notice of redemption shall specify the aggregate 
principal amount of Notes to be redeemed, the date fixed for 
redemption, the redemption price at which Notes are to be redeemed, 
the place or places of payment, that payment will be made upon 
presentation and surrender of such Notes, that interest accrued to 
the date fixed for redemption will be paid as specified in said 
notice, and that on and after said date interest thereon or on the 
portion thereof to be redeemed will cease to accrue.  Such notice 
shall also state the current Conversion Price and the date on which 
the right to convert such Notes or portions thereof into Common Stock 
will expire.  If fewer than all the Notes are to be redeemed, the 
notice of redemption shall identify the Notes to be redeemed.  In 
case any Note is to be redeemed in part only, the notice of 
redemption shall state the portion of the principal amount thereof to 
be redeemed and shall state that on and after the date fixed for 
redemption, upon surrender of such Note, a new Note or Notes in 
principal amount equal to the unredeemed portion thereof will be 
issued.

	On or prior to the Business Day prior to the redemption date 
specified in the notice of redemption given as provided in this 
Section 3.2, the Company will deposit with the Trustee or with one or 
more paying agents (or, if the Company is acting as its own paying 
agent, set aside, segregate and hold in trust as provided in 
Section 5.4) an amount of money sufficient to redeem on the redemp-
tion date all the Notes so called for redemption (other than those 
theretofore surrendered for conversion into Common Stock) at the 
appropriate redemption price, together with accrued interest to the 
date fixed for redemption.  If any Note called for redemption is 
converted pursuant hereto, any money deposited with the Trustee or 
any paying agent or so segregated and held in trust for the redemp-
tion of such Note shall be paid to the Company upon its request, or, 
if then held by the Company shall be discharged from such trust.  If 
fewer than all the Notes are to be redeemed, the Company will give 
the Trustee written notice in the form of an Officers' Certificate 
not fewer than 45 days (or such shorter period of time as may be 
acceptable to the Trustee) prior to the redemption date as to the 
aggregate principal amount of Notes to be redeemed.

	If fewer than all the Notes are to be redeemed, the Trustee 
shall select, by lot, pro rata or in such other manner as the Trustee 
shall deem equitable and fair, the Notes or portion thereof (in 
multiples of $1,000) to be redeemed.  If any Note selected for 
partial redemption is converted in part after such selection, the 
converted portion of such Note shall be deemed (so far as may be) to 
be the portion to be selected for redemption.  The Notes (or portions 
thereof) so selected shall be deemed duly selected for redemption for 
all purposes hereof, notwithstanding that any such Note is converted 
as a whole or in part before the mailing of the notice of redemption.

	Upon any redemption of less than all Notes, the Company and the 
Trustee may treat as outstanding any Notes surrendered for conversion 
during the period of 15 days next preceding the mailing of a notice 
of redemption and need not treat as outstanding any Note 
authenticated and delivered during such period in exchange for the 
unconverted portion of any Note converted in part during such period.

	Section 3.3  Payment of Notes Called for Redemption.  If notice 
of redemption has been given as above provided, the Notes or portion 
of Notes with respect to which such notice has been given shall, 
unless converted into Common Stock pursuant to the terms hereof, 
become due and payable on the date and at the place or places stated 
in such notice at the applicable redemption price, together with 
interest accrued to the date fixed for redemption, and on and after 
said date (unless the Company shall default in the payment of such 
Notes at the redemption price, together with interest accrued to said 
date) interest on the Notes or portion of Notes so called for 
redemption shall cease to accrue and such Notes shall cease after the 
close of business on the Business Day next preceding the date fixed 
for redemption to be convertible into Common Stock and, except as 
provided in Sections 8.5 and 13.4, to be entitled to any benefit or 
security under this Indenture, and the holders thereof shall have no 
right in respect of such Notes except the right to receive the 
redemption price thereof and unpaid interest to the date fixed for 
redemption.  On presentation and surrender of such Notes at a place 
of payment in said notice specified, the said Notes or the specified 
portions thereof shall be paid and redeemed by the Company at the 
applicable redemption price, together with interest accrued thereon 
to the date fixed for redemption; provided that any semi-annual 
payment of interest becoming due on the date fixed for redemption 
shall be payable to the holders of such Notes registered as such on 
the relevant record date subject to the terms and provisions of 
Section 2.3 hereof.

	Upon presentation of any Note redeemed in part only, the 
Company shall execute and the Trustee shall authenticate and deliver 
to the holder thereof, at the expense of the Company, a new Note or 
Notes, of authorized denominations, in principal amount equal to the 
unredeemed portion of the Notes so presented.

	Notwithstanding the foregoing, the Trustee shall not redeem any 
Notes or mail any notice of optional redemption during the 
continuance of a default in payment of interest or premium on the 
Notes or of any Event of Default of which, in the case of any Event 
of Default other than under Sections 7.1(a) or 7.1(b), a Responsible 
Officer of the Trustee has knowledge.  If any Note called for 
redemption shall not be so paid upon surrender thereof for redemp-
tion, the principal and premium, if any, shall, until paid or duly 
provided for, bear interest from the date fixed for redemption at the 
rate borne by the Note and such Note shall remain convertible into 
Common Stock until the principal and premium, if any, shall have been 
paid or duly provided for.

	Section 3.4  Conversion Arrangement on Call for Redemption.  In 
connection with any redemption of Notes, the Company may arrange for 
the purchase and conversion of any Notes by an agreement with one or 
more investment bankers or other purchasers to purchase such Notes by 
paying to the Trustee in trust for the Noteholders, on or before the 
date fixed for redemption, an amount not less than the applicable 
redemption price, together with interest accrued to the date fixed 
for redemption, of such Notes.  Notwithstanding anything to the 
contrary contained in this Article III, the obligation of the Company 
to pay the redemption price of such Notes, together with interest 
accrued to the date fixed for redemption, shall be deemed to be 
satisfied and discharged to the extent such amount is so paid by such 
purchasers. If such an agreement is entered into, a copy of which 
will be filed with the Trustee prior to the date fixed for 
redemption, any Notes not duly surrendered for conversion by the 
holders thereof may, at the option of the Company, be deemed, to the 
fullest extent permitted by law, acquired by such purchasers from 
such holders and (notwithstanding anything to the contrary contained 
in Article XV) surrendered by such purchasers for conversion, all as 
of immediately prior to the close of business on the date fixed for 
redemption (and the right to convert any such Notes shall be deemed 
to have been extended through such time), subject to payment of the 
above amount as aforesaid.  At the direction of the Company, the 
Trustee shall hold and dispose of any such amount paid to it in the 
same manner as it would monies deposited with it by the Company for 
the redemption of Notes.  Without the Trustee's prior written 
consent, no arrangement between the Company and such purchasers for 
the purchase and conversion of any Notes shall increase or otherwise 
affect any of the powers, duties, responsibilities or obligations of 
the Trustee as set forth in this Indenture, and the Company agrees to 
indemnify the Trustee from, and hold it harmless against, any loss, 
liability or expense arising out of or in connection with any such 
arrangement for the purchase and conversion of any Notes between the 
Company and such purchasers to which the Trustee has not consented in 
writing, including the costs and expenses incurred by the Trustee in 
the defense of any claim or liability arising out of or in connection 
with the exercise or performance of any of its powers, duties, 
responsibilities or obligations under this Indenture.

	Section 3.5  Redemption at Option of Holders.

		(a)	If there shall occur a Fundamental Change, then 
each Noteholder shall have the right, at such holder's option, 
to require the Company to redeem all of such holder's Notes, or 
any portion thereof that is an integral multiple of $1,000 
principal amount, on the date (the "Repurchase Date") that is 
30 days after the date of the Company Notice (as defined in 
Section 3.5(b) below) of such Fundamental Change (or, if such 
30th day is not a Business Day, the next succeeding Business 
Day).  Such repayment shall be made at the following prices 
(expressed as percentages of the principal amount) in the event 
of a Fundamental Change occurring during the 12-month period 
beginning November 1:


Year   Percentage     Year   Percentage

1994   105.125%       1998	  102.196
1995   104.393        1999	  101.464%
1996   103.661        2000	  100.732
1997   102.929


and 100% at November 1, 2001; provided that if the Applicable 
Price with respect to the Fundamental Change is less than the 
Reference Market Price, the Company shall redeem such Notes at 
a price equal to the foregoing redemption price multiplied by 
the fraction obtained by dividing the Applicable Price by the 
Reference Market Price; provided that if such repayment date is 
May 1 or November 1, then the interest payable on such date 
shall be paid to the holder of record of the Note on the next 
preceding April 15 or October 15.  In each case, the Company 
shall also pay to such holders accrued interest to the 
Repurchase Date on the redeemed Notes.

		Upon presentation of any Note redeemed in part only, the 
Company shall execute and the Trustee shall authenticate and 
deliver to the holder thereof, at the expense of the Company, a 
new Note or Notes, of authorized denominations, in principal 
amount equal to the unredeemed portion of the Notes so 
presented.

		(b)	On or before the tenth day after the occurrence of 
a Fundamental Change, the Company, or, at its request (which 
must be received by the Trustee at least five  Business Days 
prior to the date the Trustee is requested to give notice as 
described below), the Trustee in the name of and at the expense 
of the Company, shall mail or cause to be mailed to all holders 
of record on the date of the Fundamental Change a notice (the 
"Company Notice") of the occurrence of such Fundamental Change 
and of the redemption right at the option of the holders 
arising as a result thereof.  Such notice shall be mailed in 
the manner and with the effect set forth in the first paragraph 
of Section 3.2.  The Company shall also deliver a copy of the 
Company Notice to the Trustee at such time as it is mailed to 
Noteholders.

		Each Company Notice shall specify the circumstances 
constituting the Fundamental Change, the Repurchase Date, the 
price at which the Company shall be obligated to redeem Notes, 
the latest time on the Repurchase Date by which the holder must 
exercise the redemption right (the "Fundamental Change 
Expiration Time"), that the holder shall have the right to 
withdraw any Notes surrendered prior to the Fundamental Change 
Expiration Time, a description of the procedure which a 
Noteholder must follow to exercise such redemption right and to 
withdraw any surrendered Notes, the place or places where the 
holder is to surrender such holder's Notes, and the amount of 
interest accrued on each Note to the Repurchase Date.

		No failure of the Company to give the foregoing notices 
and no defect therein shall limit the Noteholders' redemption 
rights or affect the validity of the proceedings for the 
repurchase of the Notes pursuant to this Section 3.5.

		(c)	For a Note to be so repaid at the option of the 
holder, the Company must receive at the office or agency of the 
Company maintained for that purpose in the Borough of 
Manhattan, The City of New York or, at the option of such 
holder, the Corporate Trust Office, such Note with the form 
entitled "Option to Elect Repayment Upon A Fundamental Change" 
on the reverse thereof duly completed, together with such Notes 
duly endorsed for transfer, on or before the Fundamental Change 
Expiration Time.  All questions as to the validity, eligibility 
(including time of receipt) and acceptance of any Note for 
repayment shall be determined by the Company, whose 
determination shall be final and binding absent manifest error.

		(d)	On or prior to the Business Day prior to the 
Repurchase Date, the Company will deposit with the Trustee or 
with one or more paying agents (or, if the Company is acting as 
its own paying agent, set aside, segregate and hold in trust as 
provided in Section 5.4) an amount of money sufficient to repay 
on the Repurchase Date all the Notes to be repaid on such date 
at the appropriate redemption price, together with accrued 
interest to the Repurchase Date.  Payment for Notes surrendered 
for redemption (and not withdrawn) prior to the Fundamental 
Change Expiration Time will be made promptly (but in no event 
more than three Business Days) following the Repurchase Date by 
mailing checks for the amount payable to the holders of such 
Notes entitled thereto as they shall appear on the registry 
books of the Company.


	ARTICLE IV

	SUBORDINATION OF NOTES

	Section 4.1  Agreement of Subordination.  The Company covenants 
and agrees, and each holder of Notes issued hereunder by his 
acceptance thereof likewise covenants and agrees, that all Notes 
shall be issued subject to the provisions of this Article IV; and 
each Person holding any Note, whether upon original issue or upon 
transfer or assignment thereof, accepts and agrees to be bound by 
such provisions.

	The payment of the principal of, premium, if any, and interest 
on all Notes issued hereunder shall, to the extent and in the manner 
hereinafter set forth, be subordinated and subject in right of 
payment to the prior payment in full of all Senior Indebtedness, 
whether outstanding at the date of this Indenture or thereafter 
incurred.

	No provision of this Article IV shall prevent the occurrence of 
any default or Event of Default hereunder.

	Section 4.2  Payments to Noteholders.  In the event and during 
the continuation of any default in the payment of principal, premium, 
interest or any other payment due on any Senior Indebtedness 
continuing beyond the period of grace, if any, specified in the 
instrument or lease evidencing such Senior Indebtedness, then, unless 
and until such default shall have been cured or waived or shall have 
ceased to exist, no payment shall be made by the Company with respect 
to the principal of, or premium, if any, or interest on the Notes 
except payments made pursuant to Article XIII from monies deposited 
with the Trustee pursuant thereto prior to the happening of such 
default.

	Upon any payment by the Company, or distribution of assets of 
the Company of any kind or character, whether in cash, property or 
securities, to creditors upon any dissolution or winding-up or 
liquidation or reorganization of the Company, whether voluntary or 
involuntary or in bankruptcy, insolvency, receivership or other 
proceedings, all amounts due or to become due upon all Senior 
Indebtedness shall first be paid in full in money or money's worth, 
or payment thereof provided for in money or money's worth, before any 
payment is made on account of the principal (and premium, if any) or 
interest on the Notes (except payments made pursuant to Article XIII 
from monies deposited with the Trustee pursuant thereto prior to the 
happening of such dissolution, winding-up, liquidation or 
reorganization); and upon any such dissolution or winding-up or 
liquidation or reorganization for any payment by the Company, or 
distribution of assets of the Company of any kind or character, 
whether in cash, property or securities, to which the holders of the 
Notes or the Trustee would be entitled, except for the provision of 
this Article IV, shall (except as aforesaid) be paid by the Company 
or by any receiver, trustee in bankruptcy, liquidating trustee, agent 
or other Person making such payment or distribution, or by the 
holders of the Notes or by the Trustee under this Indenture if 
received by them or it, directly to the holders of Senior 
Indebtedness (pro rata to such holders on the basis of the respective 
amounts of Senior Indebtedness held by such holders, as calculated by 
the Company, or as otherwise required by law or a court order) or 
their representative or representatives, or to the trustee or 
trustees under any indenture pursuant to which any instruments 
evidencing any Senior Indebtedness may have been issued, as their 
respective interests may appear, to the extent necessary to pay all 
Senior Indebtedness in full, in money or money's worth, after giving 
effect to any concurrent payment or distribution to or for the 
holders of Senior Indebtedness, before any payment or distribution is 
made to the holders of the Notes or to the Trustee.

	In the event that, notwithstanding the foregoing, any payment 
or distribution of assets of the Company of any kind or character, 
whether in cash, property or securities, prohibited by the foregoing, 
shall be received by the Trustee or the holders of the Notes before 
all Senior Indebtedness is paid in full in money or money's worth, or 
provision is made for such payment in money or money's worth in 
accordance with its terms, such payment or distribution shall be held 
in trust for the benefit of and shall be paid over or delivered to 
the holders of Senior Indebtedness or their representative or 
representatives, or to the trustee or trustees under any indenture 
pursuant to which any instruments evidencing any Senior Indebtedness 
may have been issued, as their respective interests may appear, as 
calculated by the Company, for application to the payment of all 
Senior Indebtedness remaining unpaid to the extent necessary to pay 
all Senior Indebtedness in full in money or money's worth, after 
giving effect to any concurrent payment or distribution to or for the 
holders of such Senior Indebtedness (but subject to the power of a 
court of competent jurisdiction to make other equitable provision, 
which shall have been determined by such court to give effect to the 
rights conferred in this Article upon the Senior Indebtedness and the 
holders thereof with respect to Notes or the holders thereof or the 
Trustee, by a lawful plan or reorganization or readjustment under 
applicable bankruptcy law).

	For purposes of this Article IV, the words, "cash, property or 
securities" shall not be deemed to include shares of stock of the 
Company as reorganized or readjusted, or securities of the Company or 
any other corporation provided for by a plan of reorganization or 
readjustment, the payment of which is subordinated at least to the 
extent provided in this Article IV with respect to the Notes to the 
payment of all Senior Indebtedness which may at the time be 
outstanding; provided that (i) the Senior Indebtedness is assumed by 
the new corporation, if any, resulting from any such reorganization 
or readjustment, and (ii) the rights of the holders of Senior 
Indebtedness (other than leases) and of leases which are assumed are 
not, without the consent of such holders, altered by such 
reorganization or readjustment.  The consolidation of the Company 
with, or the merger of the Company into, another corporation or the 
liquidation or dissolution of the Company following the conveyance or 
transfer of its property as an entirety, or substantially as an 
entirety, to another corporation upon the terms and conditions 
provided for in Article XII shall not be deemed a dissolution, 
winding-up, liquidation or reorganization for the purposes of this 
Section 4.2 if such other corporation shall, as a part of such 
consolidation, merger, conveyance or transfer, comply with the 
conditions stated in Article XII.  Nothing in this Section 4.2 shall 
apply to claims of, or payments to, the Trustee under or pursuant to 
Section 8.6.

	Section 4.3  Subrogation of Notes.  Subject to the payment in 
full of all Senior Indebtedness, the rights of the holders of the 
Notes shall be subrogated to the extent of the payments or 
distributions made to the holders of such Senior Indebtedness 
pursuant to the provisions of this Article IV (equally and ratably 
with the holders of all indebtedness of the Company which by its 
express terms is subordinated to other indebtedness of the Company to 
substantially the same extent as the Notes are subordinated and is 
entitled to like rights of subrogation) to the rights of the holders 
of Senior Indebtedness to receive payments or distributions of cash, 
property or securities of the Company applicable to the Senior 
Indebtedness until the principal of (and premium, if any) and 
interest on the Notes shall be paid in full; and, for the purposes of 
such subrogation, no payments or distributions to the holders of the 
Senior Indebtedness of any cash, property or securities to which the 
holders of the Notes or the Trustee would be entitled except for the 
provisions of this Article IV, and no payment over pursuant to the 
provisions of this Article IV, to or for the benefit of the holders 
of Senior Indebtedness by holders of the Notes or the Trustee, shall, 
as between the Company, its creditors other than holders of Senior 
Indebtedness, and the holders of the Notes, be deemed to be a payment 
by the Company to or on account of the Senior Indebtedness; and no 
payments or distributions of cash, property or securities to or for 
the benefit of the holders of the Notes pursuant to the subrogation 
provisions of this Article IV, which would otherwise have been paid 
to the holders of Senior Indebtedness shall be deemed to be a payment 
by the Company to or for the account of the Notes.  It is understood 
that the provisions of this Article IV are and are intended solely 
for the purposes of defining the relative rights of the holders of 
the Notes, on the one hand, and the holders of the Senior 
Indebtedness, on the other hand.

	Nothing contained in this Article IV or elsewhere in this 
Indenture or in the Notes is intended to or shall impair, as between 
the Company, its creditors other than the holders of Senior 
Indebtedness, and the holders of the Notes, the obligation of the 
Company, which is absolute and unconditional, to pay to the holders 
of the Notes the principal of (and premium, if any) and interest on 
the Notes as and when the same shall become due and payable in 
accordance with their terms, or is intended to or shall affect the 
relative rights of the holders of the Notes and creditors of the 
Company other than the holders of the Senior Indebtedness, nor shall 
anything herein or therein prevent the Trustee or the holder of any 
Note from exercising all remedies otherwise permitted by applicable 
law upon default under this Indenture, subject to the rights, if any, 
under this Article IV of the holders of Senior Indebtedness in 
respect of cash, property or securities of the Company received upon 
the exercise of any such remedy.

	Upon any payment or distribution of assets of the Company 
referred to in this Article IV, the Trustee, subject to the provi-
sions of Section 8.1, and the holders of the Notes shall be entitled 
to rely upon any order or decree made by any court of competent 
jurisdiction in which such bankruptcy, dissolution, winding-up, 
liquidation or reorganization proceedings are pending, or a certi-
ficate of the receiver, trustee in bankruptcy, liquidating trustee, 
agent or other person making such payment or distribution, delivered 
to the Trustee or to the holders of the Notes, for the purpose of 
ascertaining the persons entitled to participate in such 
distribution, the holders of the Senior Indebtedness and other 
indebtedness of the Company, the amount thereof or payable thereon 
and all other facts pertinent thereto or to this Article IV.

	Section 4.4  Authorization by Noteholders.  Each holder of a 
Note by his acceptance thereof authorizes and directs the Trustee in 
his behalf to take such action as may be necessary or appropriate to 
effectuate the subordination provided in this Article IV and appoints 
the Trustee his attorney-in-fact for any and all such purposes.

	Section 4.5  Notice to Trustee.  The Company shall give prompt 
written notice in the form of an Officers' Certificate to a 
Responsible Officer of the Trustee and to any paying agent of any 
fact known to the Company which would prohibit the making of any 
payment of monies to or by the Trustee or any paying agent in respect 
of the Notes pursuant to the provisions of this Article IV.  
Notwithstanding the provisions of this Article IV or any other 
provision of this Indenture, the Trustee shall not be charged with 
knowledge of the existence of any facts which would prohibit the 
making of any payment of monies to or by the Trustee in respect of 
the Notes pursuant to the provisions of this Article IV, unless and 
until a Responsible Officer of the Trustee shall have received 
written notice thereof at the Corporate Trust Office from the Company 
(in the form of an Officers' Certificate) or a holder or holders of 
Senior Indebtedness or from any trustee thereof; and before the 
receipt of any such written notice, the Trustee, subject to the 
provisions of Section 8.1, shall be entitled in all respects to 
assume that no such facts exist; provided that if on a date not fewer 
than two Business Days prior to the date upon which by the terms 
hereof any such monies may become payable for any purpose (including, 
without limitation, the payment of the principal of, or premium, if 
any, or interest on any Note) the Trustee shall not have received, 
with respect to such monies, the notice provided for in this 
Section 4.5, then, anything herein contained to the contrary 
notwithstanding, the Trustee shall have full power and authority to 
receive such monies and to apply the same to the purpose for which 
they were received, and shall not be affected by any notice to the 
contrary which may be received by it on or after such prior date.

	Notwithstanding anything to the contrary hereinbefore set 
forth, nothing shall prevent (a) any payment by the Company or the 
Trustee to the Noteholders of amounts in connection with a redemption 
of Notes if (i) notice of such redemption has been given pursuant to 
Article III prior to the receipt by the Trustee of written notice as 
aforesaid, and (ii) such notice of redemption is given not earlier 
than sixty (60) days before the redemption date, (b) any payment by 
the Company or the Trustee to the Noteholders of amounts in 
connection with a repurchase of Notes if (i) notice of such 
redemption has been given pursuant to Section 3.5 prior to the 
receipt by the Trustee of written notice as aforesaid, and (ii) such 
notice of redemption is given not earlier than thirty (30) days 
before the Repurchase Date, or (c) any payment by the Trustee to the 
Noteholders of monies deposited with it pursuant to Section 13.1.

	The Trustee, subject to the provisions of Section 8.1, shall be 
entitled to rely on the delivery to it of a written notice by a 
person representing himself to be a holder of Senior Indebtedness (or 
a trustee on behalf of such holder) to establish that such notice has 
been given by a holder of Senior Indebtedness or a trustee on behalf 
of any such holder or holders.  In the event that the Trustee 
determines in good faith that further evidence is required with 
respect to the right of any person as a holder of Senior Indebtedness 
to participate in any payment or distribution pursuant to this 
Article IV, the Trustee may request such person to furnish evidence 
to the reasonable satisfaction of the Trustee as to the amount of 
Senior Indebtedness held by such person, the extent to which such 
person is entitled to participate in such payment or distribution and 
any other facts pertinent to the rights of such person under this 
Article IV, and if such evidence is not furnished the Trustee may 
defer any payment to such person pending judicial determination as to 
the right of such person to receive such payment.

	Section 4.6  Trustee's Relation to Senior Indebtedness.  The 
Trustee in its individual capacity shall be entitled to all the 
rights set forth in this Article IV in respect of any Senior 
Indebtedness at any time held by it, to the same extent as any other 
holder of Senior Indebtedness, and nothing in Section 8.13 or 
elsewhere in this Indenture shall deprive the Trustee of any of its 
rights as such holder.

	With respect to the holders of Senior Indebtedness, the Trustee 
undertakes to perform or to observe only such of its covenants and 
obligations as are specifically set forth in this Article IV, and no 
implied covenants or obligations with respect to the holders of 
Senior Indebtedness shall be read into this Indenture against the 
Trustee.  The Trustee shall not be deemed to owe any fiduciary duty 
to the holders of Senior Indebtedness and, subject to the provisions 
of Section 8.1, the Trustee shall not be liable to any holder of 
Senior Indebtedness if it shall pay over or deliver to holders of 
Notes, the Company or any other person money or assets to which any 
holder of Senior Indebtedness shall be entitled by virtue of this 
Article IV or otherwise.

	Section 4.7  No Impairment of Subordination.  No right of any 
present or future holder of any Senior Indebtedness to enforce 
subordination as herein provided shall at any time in any way be 
prejudiced or impaired by any act or failure to act on the part of 
the Company or by any act or failure to act, in good faith, by any 
such holder, or by any noncompliance by the Company with the terms, 
provisions and covenants of this Indenture, regardless of any 
knowledge thereof which any such holder may have or otherwise be 
charged with.

	Section 4.8  Certain Conversions Deemed Payment.  For the 
purposes of this Article IV only, (1) the issuance and delivery of 
junior securities upon conversion of Notes in accordance with Article 
XV shall not be deemed to constitute a payment or distribution on 
account of the principal of (or premium, if any) or interest on Notes 
or on account of the purchase or other acquisition of Notes, and (2) 
the payment, issuance or delivery of cash, property or securities 
(other than junior securities) upon conversion of a Note shall be 
deemed to constitute payment on account of the principal of such 
Note.  For the purposes of this Section 4.8, the term "junior 
securities" means (a) shares of any stock of any class of the 
Company, (b) securities of the Company which are subordinated in 
right of payment to all Senior Indebtedness which may be outstanding 
at the time of issuance or delivery of such securities to 
substantially the same extent as, or to a greater extent than, the 
Notes are so subordinated as provided in this Article and (c) 
securities into which the Notes become convertible pursuant to 
Article XV.  Nothing contained in this Article IV or elsewhere in 
this Indenture or in the Notes is intended to or shall impair, as 
among the Company, its creditors other than holders of Senior 
Indebtedness and the Noteholders, the right, which is absolute and 
unconditional, of the Holder of any Note to convert such Note in 
accordance with Article XV.

	Section 4.9  Remitted Payments.  Nothing contained in this 
Article or elsewhere in this Indenture, or in any of the Notes, shall 
prevent the Company at any time from making payments at any time of 
principal amount, premium, if any, or interest, if any, in respect of 
the Notes in accordance with the provisions hereof, except as 
otherwise provided in this Article.

	Section 4.10  Article Applicable to Paying Agents.  If at any 
time any paying agent other than the Trustee shall have been 
appointed by the Company and be then acting hereunder, the term 
"Trustee" as used in this Article shall (unless the context otherwise 
requires) be construed as extending to and including such paying 
agent within its meaning as fully for all intents and purposes as if 
such paying agent were named in this Article in addition to or in 
place of the Trustee; provided, however, that the first paragraph of 
Section 4.5 shall not apply to the Company or any Affiliate of the 
Company if it or such Affiliate acts as paying agent.


	ARTICLE V

	PARTICULAR COVENANTS OF THE COMPANY

	Section 5.1  Payment of Principal, Premium and Interest.  The 
Company covenants and agrees that it will duly and punctually pay or 
cause to be paid the principal of and premium, if any, and interest 
on each of the Notes at the places, at the respective times and in 
the manner provided herein and in the Notes.  Each installment of 
interest on the Notes due on any semi-annual interest payment date 
may be paid by mailing checks for the interest payable to or upon the 
written order of the holders of Notes entitled thereto as they shall 
appear on the registry books of the Company; provided, that, with 
respect to any holder of Notes with an aggregate principal amount 
equal to or in excess of $5,000,000, interest on such holder's Notes 
shall, at the election of such holder, be paid by wire transfer in 
immediately available funds in accordance with the wire transfer 
instructions supplied by such holder to the Trustee and paying agent 
(if different from the Trustee).

	Section 5.2  Maintenance of Office or Agency.  The Company will 
maintain in the Borough of Manhattan, The City of New York, an office 
or agency where the Notes may be surrendered for registration of 
transfer or exchange or for presentation for payment or for 
conversion or redemption and where notices and demands to or upon the 
Company in respect of the Notes and this Indenture may be served.  
The Company will give prompt written notice to the Trustee of the 
location, and any change in the location, of such office or agency 
not designated or appointed by the Trustee.  If at any time the 
Company shall fail to maintain any such required office or agency or 
shall fail to furnish the Trustee with the address thereof, such 
presentations, surrenders, notices and demands may be made or served 
at the Corporate Trust Office or the office of the Trustee in the 
Borough of Manhattan, The City of New York.

	The Company may also from time to time designate one or more 
other offices or agencies where the Notes may be presented or 
surrendered for any or all such purposes and may from time to time 
rescind such designations; provided that no such designation or 
rescission shall in any manner relieve the Company of its obligation 
to maintain an office or agency in the Borough of Manhattan, The City 
of New York, for such purposes.  The Company will give prompt written 
notice to any such designation or rescission and of any change in the 
location of any such other office or agency.

	The Company hereby initially designates the Trustee as paying 
agent, Note registrar, Custodian and conversion agent,  and each of 
the Corporate Trust Office of the Trustee and the office of the 
Trustee in the Borough of Manhattan, The City of New York (which 
shall initially be BancBoston Trust Company of New York, an Affiliate 
of the Trustee located at 55 Broadway, 3rd Floor, New York, New York, 
10006) one such office or agency of the Company for each of the 
aforesaid purposes.

	So long as the Trustee is the Note registrar, the Trustee 
agrees to mail, or cause to be mailed, the notices set forth in 
Section 8.10(a) and the third paragraph of Section 8.11.

	Section 5.3  Appointments to Fill Vacancies in Trustee's 
Office.  The Company, whenever necessary to avoid or fill a vacancy 
in the office of Trustee, will appoint, in the manner provided in 
Section 8.10, a Trustee, so that there shall at all times be a 
Trustee hereunder.

	Section 5.4  Provisions as to Paying Agent.

		(a)	If the Company shall appoint a paying agent other 
than the Trustee, or if the Trustee shall appoint such a paying 
agent, it will cause such paying agent to execute and deliver 
to the Trustee an instrument in which such agent shall agree 
with the Trustee, subject to the provisions of this 
Section 5.4:

			(1)	that it will hold all sums held by it as such 
agent for the payment of the principal of and premium, if any, 
or interest on the Notes (whether such sums have been paid to 
it by the Company or by any other obligor on the Notes) in 
trust for the benefit of the holders of the Notes;

			(2)	that it will give the Trustee notice of any 
failure by the Company (or by any other obligor on the Notes) 
to make any payment of the principal of and premium, if any, or 
interest on the Notes when the same shall be due and payable; 
and

			(3)	that at any time during the continuance of an 
Event of Default, upon request of the Trustee, it will 
forthwith pay to the Trustee all sums so held in trust.

		The Company shall, before each due date of the principal 
of, premium, if any, or interest on the Notes, deposit with the 
paying agent a sum sufficient to pay such principal, premium, 
if any, or interest, and (unless such paying agent is the 
Trustee) the Company will promptly notify the Trustee of any 
failure to take such action.

		(b)	If the Company shall act as its own paying agent, 
it will, on or before each due date of the principal of, 
premium, if any, or interest on the Notes, set aside, segregate 
and hold in trust for the benefit of the holders of the Notes a 
sum sufficient to pay such principal, premium, if any, or 
interest so becoming due and will notify the Trustee of any 
failure to take such action and of any failure by the Company 
(or any other obligor under the Notes) to make any payment of 
the principal of, premium, if any, or interest on the Notes 
when the same shall become due and payable.

		(c)	Anything in this Section 5.4 to the contrary not-
withstanding, the Company may, at any time, for the purpose of 
obtaining a satisfaction and discharge of this Indenture, or 
for any other reason, pay or cause to be paid to the Trustee 
all sums held in trust by the Company or any paying agent 
hereunder as required by this Section 5.4, such sums to be held 
by the Trustee upon the trusts herein contained and upon such 
payment by the Company or any paying agent to the Trustee, the 
Company or such paying agent shall be released from all further 
liability with respect to such sums.

		(d)	Anything in this Section 5.4 to the contrary not-
withstanding, the agreement to hold sums in trust as provided 
in this Section 5.4 is subject to Sections 13.3 and 13.4.

	Section 5.5  Corporate Existence.  Subject to Article XII, the 
Company will do or cause to be done all things necessary to preserve 
and keep in full force and effect its corporate existence.

	Section 5.6  Rule 144A Information Requirement.  During the 
period beginning on the latest date of the original issuance of the 
Notes and ending on the date that is three years from such date, the 
Company covenants and agrees that it shall, during any period in 
which it is not subject to Section 13 or 15(d) under the Exchange 
Act, make available to any holder or beneficial holder of Notes which 
continue to be Restricted Notes or any Common Stock issued upon 
conversion thereof in connection with any sale thereof and any 
prospective purchaser of Notes or such Common Stock from such holder 
or beneficial holder, the information required pursuant to Rule 
144A(d)(4) under the Securities Act upon the request of any holder or 
beneficial holder of the Notes or such Common Stock and it will take 
such further action as any holder or beneficial holder of such Notes 
or such Common Stock may reasonably request, all to the extent 
required from time to time to enable such holder or beneficial holder 
to sell its Notes or Common Stock without registration under the 
Securities Act within the limitation of the exemption provided by 
Rule 144A, as such rule may be amended from time to time.  Upon the 
request of any holder or any beneficial holder of the Notes or such 
Common Stock, the Company will deliver to such holder a written 
statement as to whether it has complied with such requirements.

	Section 5.7  Resale of Certain Notes.  During the period 
beginning on the original issuance date of the Notes and ending on 
the date that is three years from such date, the Company will not 
resell, and will use its best efforts to prevent any of its 
Affiliates from reselling, (x) any Notes which constitute "restricted 
securities" under Rule 144 or (y) any securities into which such 
Notes have been converted under this Indenture, which constitute 
"restricted securities" under Rule 144.

	Section 5.8  Stay, Extension and Usury Laws.  The Company 
covenants (to the extent that it may lawfully do so) that it shall 
not at any time insist upon, plead, or in any manner whatsoever claim 
or take the benefit or advantage of, any stay, extension or usury law 
or other law which would prohibit or forgive the Company from paying 
all or any portion of the principal of or interest on the Notes as 
contemplated herein, wherever enacted, now or at any time hereafter 
in force, or which may affect the covenants or the performance of 
this Indenture and the Company (to the extent it may lawfully do so) 
hereby expressly waives all benefit or advantage of any such law, and 
covenants that it will not, by resort to any such law, hinder, delay 
or impede the execution of any power herein granted to the Trustee, 
but will suffer and permit the execution of every such power as 
though no such law has been enacted.


	ARTICLE VI

	NOTEHOLDERS' LISTS AND REPORTS BY
	THE COMPANY AND THE TRUSTEE

	Section 6.1  Noteholders' Lists.  The Company covenants and 
agrees that it will furnish or cause to be furnished to the Trustee, 
semiannually, not more than 15 days after each May 1 and November 1 
in each year beginning with May 1, 1995, and at such other times as 
the Trustee may request in writing, within 30 days after receipt by 
the Company of any such request (or such lesser time as the Trustee 
may reasonably request in order to enable it to timely provide any 
notice to be provided by it hereunder), a list in such form as the 
Trustee may reasonably require of the names and addresses of the 
holders of Notes as of a date not more than 15 days (or such other 
date as the Trustee may reasonably request in order to so provide any 
such notices) prior to the time such information is furnished, except 
that no such list need be furnished so long as the Trustee is acting 
as Note registrar.

	Section 6.2  Preservation and Disclosure of Lists.

		(a)	The Trustee shall preserve, in as current a form as 
is reasonably practicable, all information as to the names and 
addresses of the holders of Notes contained in the most recent 
list furnished to it as provided in Section 6.1 or maintained 
by the Trustee in its capacity as Note registrar, if so acting.  
The Trustee may destroy any list furnished to it as provided in 
Section 6.1 upon receipt of a new list so furnished.

		(b)	The rights of Noteholders to communicate with other 
holders of Notes with respect to their rights under this 
Indenture or under the Notes, and the corresponding rights and 
duties of the Trustee, shall be as provided by the Trust 
Indenture Act.

		(c)	Every Noteholder, by receiving and holding the 
same, agrees with the Company and the Trustee that neither the 
Company nor the Trustee nor any agent of either of them shall 
be held accountable by reason of any disclosure of information 
as to names and addresses of holders of Notes made pursuant to 
the Trust Indenture Act.

	Section 6.3  Reports by Trustee.

		(a)	Within 60 days after May 15 of each year commencing 
with the year 1995, the Trustee shall transmit to holders of 
Notes such reports dated as of May 15 of the year in which such 
reports are made concerning the Trustee and its actions under 
this Indenture as may be required pursuant to the Trust 
Indenture Act at the times and in the manner provided pursuant 
thereto.

		(b)	A copy of such report shall, at the time of such 
transmission to holders of Notes, be filed by the Trustee with 
each stock exchange upon which the Notes are listed and with 
the Company.  The Company will notify the Trustee within a 
reasonable time when the Notes are listed on any stock 
exchange.

	Section 6.4  Reports by Company.  The Company shall file with 
the Trustee, and transmit to holders of Notes, such information, 
documents and other reports and such summaries thereof, as may be 
required pursuant to the Trust Indenture Act at the times and in the 
manner provided pursuant to such Act; provided that any such 
information, documents or reports required to be filed with the 
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall 
be filed with the Trustee within 15 days after the same is so 
required to be filed with the Commission.


	ARTICLE VII

	REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
	ON AN EVENT OF DEFAULT

	Section 7.1  Events of Default.  In case one or more of the 
following Events of Default (whatever the reason for such Event of 
Default and whether it shall be voluntary or involuntary or be 
effected by operation of law or pursuant to any judgment, decree or 
order of any court or any order, rule or regulation of any admini-
strative or governmental body) shall have occurred and be continuing:

		(a)	default in the payment of any installment of 
interest upon any of the Notes as and when the same shall 
become due and payable, and continuance of such default for a 
period of 30 days; or

		(b)	default in the payment of the principal of and 
premium, if any, on any of the Notes as and when the same shall 
become due and payable either at maturity or in connection with 
any redemption pursuant to Article III, by declaration or 
otherwise; or

		(c)	failure on the part of the Company duly to observe 
or perform any other of the covenants or agreements on the part 
of the Company in the Notes or in this Indenture (other than a 
covenant or agreement a default in whose performance or whose 
breach is elsewhere in this Section 7.1 specifically dealt 
with) continued for a period of 60 days after the date on which 
written notice of such failure, requiring the Company to remedy 
the same, shall have been given to the Company by the Trustee, 
or to the Company and a Responsible Officer of the Trustee by 
the holders of at least 25 percent in aggregate principal 
amount of the Notes at the time outstanding determined in 
accordance with Section 9.4; or

		(d)	the Company shall commence a voluntary case or 
other proceeding seeking liquidation, reorganization or other 
relief with respect to itself or its debts under any 
bankruptcy, insolvency or other similar law now or hereafter in 
effect or seeking the appointment of a trustee, receiver, 
liquidator, custodian or other similar official of it or any 
substantial part of its property, or shall consent to any such 
relief or to the appointment of or taking possession by any 
such official in an involuntary case or other proceeding 
commenced against it, or shall make a general assignment for 
the benefit of creditors, or shall fail generally to pay its 
debts as they become due; or 

		(e)	an involuntary case or other proceeding shall be 
commenced against the Company seeking liquidation, reorganiza-
tion or other relief with respect to it or its debts under any 
bankruptcy, insolvency or other similar law now or hereafter in 
effect or seeking the appointment of a trustee, receiver, 
liquidator, custodian or other similar official of it or any 
substantial part of its property, and such involuntary case or 
other proceeding shall remain undismissed and unstayed for a 
period of 90 consecutive days;

then, and in each and every such case (other than an Event of Default 
specified in Section 7.1(d) or (e)), unless the principal of all of 
the Notes shall have already become due and payable, either the 
Trustee or the holders of not less than 25 percent in aggregate 
principal amount of the Notes then outstanding hereunder determined 
in accordance with Section 9.4, by notice in writing to the Company 
(and to the Trustee if given by Noteholders), may declare the princi-
pal of all the Notes and the interest accrued thereon to be due and 
payable immediately, and upon any such declaration the same shall 
become and shall be immediately due and payable, anything in this 
Indenture or in the Notes contained to the contrary notwithstanding.  
If an Event of Default specified in Section 7.1(d) or (e) occurs, the 
principal of all the Notes and the interest accrued thereon shall be 
immediately and automatically due and payable without necessity of 
further action.  This provision, however, is subject to the 
conditions that if, at any time after the principal of the Notes 
shall have been so declared due and payable, and before any judgment 
or decree for the payment of the monies due shall have been obtained 
or entered as hereinafter provided, the Company shall pay or shall 
deposit with the Trustee a sum sufficient to pay all matured 
installments of interest upon all Notes and the principal of and 
premium, if any, on any and all Notes which shall have become due 
otherwise than by acceleration (with interest on overdue installments 
of interest (to the extent that payment of such interest is enforce-
able under applicable law) and on such principal and premium, if any, 
at the rate borne by the Notes, to the date of such payment or 
deposit) and amounts due to the Trustee pursuant to Section 8.6, and 
if any and all defaults under this Indenture, other than the 
nonpayment of principal of and premium, if any, and accrued interest 
on Notes which shall have become due by acceleration, shall have been 
cured or waived pursuant to Section 7.7 -- then and in every such 
case the holders of a majority in aggregate principal amount of the 
Notes then outstanding, by written notice to the Company and to the 
Trustee, may waive all defaults or Events of Default and rescind and 
annul such declaration and its consequences; but no such waiver or 
rescission and annulment shall extend to or shall affect any 
subsequent default or Event of Default, or shall impair any right 
consequent thereon.  The Company shall notify a Responsible Officer 
of the Trustee, promptly upon becoming aware thereof, of any Event of 
Default.

	In case the Trustee shall have proceeded to enforce any right 
under this Indenture and such proceedings shall have been 
discontinued or abandoned because of such waiver or rescission and 
annulment or for any other reason or shall have been determined 
adversely to the Trustee, then and in every such case the Company, 
the holders of Notes, and the Trustee shall be restored respectively 
to their several positions and rights hereunder, and all rights, 
remedies and powers of the Company, the holders of Notes, and the 
Trustee shall continue as though no such proceeding had been taken.

	Section 7.2  Payments of Notes on Default; Suit Therefor.  The 
Company covenants that (a) in case default shall be made in the 
payment of any installment of interest upon any of the Notes as and 
when the same shall become due and payable, and such default shall 
have continued for a period of 30 days, or (b) in case default shall 
be made in the payment of the principal of or premium, if any, on any 
of the Notes as and when the same shall have become due and payable, 
whether at maturity of the Notes or in connection with any 
redemption, by declaration or otherwise -- then, upon demand of the 
Trustee, the Company will pay to the Trustee, for the benefit of the 
holders of the Notes, the whole amount that then shall have become 
due and payable on all such Notes for principal and premium, if any, 
or interest, or both, as the case may be, with interest upon the 
overdue principal and premium, if any, and (to the extent that 
payment of such interest is enforceable under applicable law) upon 
the overdue installments of interest at the rate borne by the Notes; 
and, in addition thereto, such further amount as shall be sufficient 
to cover the costs and expenses of collection, including reasonable 
compensation to the Trustee, its agents, attorneys and counsel, and 
any expenses or liabilities incurred by the Trustee hereunder other 
than through its negligence or bad faith.  Until such demand by the 
Trustee, the Company may pay the principal of and premium, if any, 
and interest on the Notes to the registered holders, whether or not 
the Notes are overdue.

	In case the Company shall fail forthwith to pay such amounts 
upon such demand, the Trustee, in its own name and as trustee of an 
express trust, shall be entitled and empowered to institute any 
actions or proceedings at law or in equity for the collection of the 
sums so due and unpaid, and may prosecute any such action or 
proceeding to judgment or final decree, and may enforce any such 
judgment or final decree against the Company or any other obligor on 
the Notes and collect in the manner provided by law out of the 
property of the Company or any other obligor on the Notes wherever 
situated the monies adjudged or decreed to be payable.

	In the case there shall be pending proceedings for the bank-
ruptcy or for the reorganization of the Company or any other obligor 
on the Notes under Title 11 of the United States Code, or any other 
applicable law, or in case a receiver, assignee or trustee in 
bankruptcy or reorganization, liquidator, sequestrator or similar 
official shall have been appointed for or taken possession of the 
Company or such other obligor, the property of the Company or such 
other obligor, or in the case of any other judicial proceedings 
relative to the Company or such other obligor upon the Notes, or to 
the creditors or property of the Company or such other obligor, the 
Trustee, irrespective of whether the principal of the Notes shall 
then be due and payable as therein expressed or by declaration or 
otherwise and irrespective of whether the Trustee shall have made any 
demand pursuant to the provisions of this Section 7.2, shall be 
entitled and empowered, by intervention in such proceedings or 
otherwise, to file and prove a claim or claims for the whole amount 
of principal, premium, if any, and interest owing and unpaid in 
respect of the Notes, and, in case of any judicial proceedings, to 
file such proofs of claim and other papers or documents as may be 
necessary or advisable in order to have the claims of the Trustee and 
of the Noteholders allowed in such judicial proceedings relative to 
the Company or any other obligor on the Notes, its or their 
creditors, or its or their property, and to collect and receive any 
monies or other property payable or deliverable on any such claims, 
and to distribute the same after the deduction of any amounts due the 
Trustee under Section 8.6; and any receiver, assignee or trustee in 
bankruptcy or reorganization, liquidator, custodian or similar 
official is hereby authorized by each of the Noteholders to make such 
payments to the Trustee, and, in the event that the Trustee shall 
consent to the making of such payments directly to the Noteholders, 
to pay to the Trustee any amount due it for reasonable compensation, 
expenses, advances and disbursements, including counsel fees incurred 
by it up to the date of such distribution.  To the extent that such 
payment of reasonable compensation, expenses, advances and 
disbursements out of the estate in any such proceedings shall be 
denied for any reason, payment of the same shall be secured by a lien 
on, and shall be paid out of, any and all distributions, dividends, 
monies, securities and other property which the holders of the Notes 
may be entitled to receive in such proceedings, whether in 
liquidation or under any plan of reorganization or arrangement or 
otherwise.

	Nothing herein contained shall be deemed to authorize the 
Trustee to authorize or consent to or adopt on behalf of any 
Noteholder any plan of reorganization or arrangement affecting the 
Notes or the rights of any Noteholder, or to authorize the Trustee to 
vote in respect of the claim of any Noteholder in any such 
proceeding.

	All rights of action and of asserting claims under this 
Indenture, or under any of the Notes, may be enforced by the Trustee 
without the possession of any of the Notes, or the production thereof 
on any trial or other proceeding relative thereto, and any such suit 
or proceeding instituted by the Trustee shall be brought in its own 
name as trustee of an express trust, and any recovery of judgment 
shall, after provision for the payment of the reasonable 
compensation, expenses, disbursements and advances of the Trustee, 
its agents and counsel, be for the ratable benefit of the holders of 
the Notes.

	In any proceedings brought by the Trustee (and in any pro-
ceedings involving the interpretation of any provision of this 
Indenture to which the Trustee shall be a party) the Trustee shall be 
held to represent all the holders of the Notes, and it shall not be 
necessary to make any holders of the Notes parties to any such 
proceedings.

	Section 7.3  Application of Monies Collected by Trustee.  Any 
monies collected by the Trustee pursuant to this Article VII shall be 
applied in the order following, at the date or dates fixed by the 
Trustee for the distribution of such monies, upon presentation of the 
several Notes, and stamping thereon the payment, if only partially 
paid, and upon surrender thereof, if fully paid:

		First:  To the payment of all amounts due the Trustee 
under Section 8.6.

		Second:  Subject to the provisions of Article IV, in case 
the principal of the outstanding Notes shall not have become 
due and be unpaid, to the payment of interest on the Notes in 
default in the order of the maturity of the installments of 
such interest, with interest (to the extent that such interest 
has been collected by the Trustee) upon the overdue 
installments of interest at the rate borne by the Notes, such 
payments to be made ratably to the persons entitled thereto;

		Third:  Subject to the provisions of Article IV, in case 
the principal of the outstanding Notes shall have become due, 
by declaration or otherwise, and be unpaid to the payment of 
the whole amount then owing and unpaid upon the Notes for 
principal and premium, if any, and interest, with interest on 
the overdue principal and premium, if any, and (to the extent 
that such interest has been collected by the Trustee) upon 
overdue installments of interest at the rate borne by the 
Notes; and in case such monies shall be insufficient to pay in 
full the whole amounts so due and unpaid upon the Notes, then 
to the payment of such principal and premium, if any, and 
interest without preference or priority of principal and 
premium, if any, over interest, or of interest over principal 
and premium, if any, or of any installment of interest over any 
other installment of interest, or of any Note over any other 
Note, ratably to the aggregate of such principal and premium, 
if any, and accrued and unpaid interest; and 

		Fourth:  Subject to the provisions of Article IV, to the 
payment of the remainder, if any, to the Company or any other 
person lawfully entitled thereto.

	Section 7.4  Proceedings by Noteholder.  No holder of any Note 
shall have any right by virtue of or by availing of any provision of 
this Indenture to institute any suit, action or proceeding in equity 
or at law upon or under or with respect to this Indenture, or for the 
appointment of a receiver, trustee, liquidator, custodian or other 
similar official, or for any other remedy hereunder, unless such 
holder previously shall have given to the Trustee written notice of 
an Event of Default and of the continuance thereof, as hereinbefore 
provided, and unless also the holders of not less than 25 percent in 
aggregate principal amount of the Notes then outstanding shall have 
made written request upon the Trustee to institute such action, suit 
or proceeding in its own name as Trustee hereunder and shall have 
offered to the Trustee such reasonable indemnity as it may require 
against the costs, expenses and liabilities to be incurred therein or 
thereby, and the Trustee for 60 days after its receipt of such 
notice, request and offer of indemnity, shall have neglected or 
refused to institute any such action, suit or proceeding and no 
direction inconsistent with such written request shall have been 
given to the Trustee pursuant to Section 7.7; it being understood and 
intended, and being expressly covenanted by the taker and holder of 
every Note with every other taker and holder and the Trustee, that no 
one or more holders of Notes shall have any right in any manner 
whatever by virtue of or by availing of any provision of this 
Indenture to affect, disturb or prejudice the rights of any other 
holder of Notes, or to obtain or seek to obtain priority over or 
preference to any other such holder, or to enforce any right under 
this Indenture, except in the manner herein provided and for the 
equal, ratable and common benefit of all holders of Notes (except as 
otherwise provided herein).  For the protection and enforcement of 
this Section 7.4, each and every Noteholder and the Trustee shall be 
entitled to such relief as can be given either at law or in equity. 

	Notwithstanding any other provision of this Indenture and any 
provision of any Note, the right of any holder of any Note to receive 
payment of the principal of and premium, if any, and interest on such 
Note, on or after the respective due dates expressed in such Note, or 
to institute suit for the enforcement of any such payment on or after 
such respective dates against the Company shall not be impaired or 
affected without the consent of such holder.

	Anything in this Indenture or the Notes to the contrary 
notwithstanding, the holder of any Note, without the consent of 
either the Trustee or the holder of any other Note, in his own behalf 
and for his own benefit, may enforce, and may institute and maintain 
any proceeding suitable to enforce, his rights of conversion as 
provided herein.

	Section 7.5  Proceedings by Trustee.   In case of an Event of 
Default the Trustee may in its discretion proceed to protect and 
enforce the rights vested in it by this Indenture by such appropriate 
judicial proceedings as the Trustee shall deem most effectual to 
protect and enforce any of such rights, either by suit in equity or 
by action at law or by proceeding in bankruptcy or otherwise, whether 
for the specific enforcement of any covenant or agreement contained 
in this Indenture or in aid of the exercise of any power granted in 
this Indenture, or to enforce any other legal or equitable right 
vested in the Trustee by this Indenture or by law.

	Section 7.6  Remedies Cumulative and Continuing.  Except as 
provided in Section 2.6, all powers and remedies given by this 
Article VII to the Trustee or to the Noteholders shall, to the extent 
permitted by law, be deemed cumulative and not exclusive of any 
thereof or of any other powers and remedies available to the Trustee 
or the holders of the Notes, by judicial proceedings or otherwise, to 
enforce the performance or observance of the covenants and agreements 
contained in this Indenture, and no delay or omission of the Trustee 
or of any holder of any of the Notes to exercise any right or power 
accruing upon any default or Event of Default occurring and 
continuing as aforesaid shall impair any such right or power, or 
shall be construed to be a waiver of any such default or any 
acquiescence therein; and, subject to the provisions of Section 7.4, 
every power and remedy given by this Article VII or by law to the 
Trustee or to the Noteholders may be exercised from time to time, and 
as often as shall be deemed expedient, by the Trustee or by the 
Noteholders.

	Section 7.7  Direction of Proceedings and Waiver of Defaults by 
Majority of Noteholders.  The holders of a majority in aggregate 
principal amount of the Notes at the time outstanding determined in 
accordance with Section 9.4 shall have the right to direct the time, 
method, and place of conducting any proceeding for any remedy 
available to the Trustee or exercising any trust or power conferred 
on the Trustee; provided, however, that (a) such direction shall not 
be in conflict with any rule of law or with this Indenture, and (b) 
the Trustee may take any other action deemed proper by the Trustee 
which is not inconsistent with such direction.  The holders of a 
majority in aggregate principal amount of the Notes at the time 
outstanding determined in accordance with Section 9.4 may on behalf 
of the holders of all of the Notes waive any past default or Event of 
Default hereunder and its consequences except (i) a default in the 
payment of interest or premium, if any, on, or the principal of, the 
Notes, (ii) a failure by the Company to convert any Notes into Common 
Stock, (iii) a default in the payment of redemption price pursuant to 
Article III or (iv) a default in respect of a covenant or provisions 
hereof which under Article XI cannot be modified or amended without 
the consent of the holders of all Notes then outstanding.  Upon any 
such waiver the Company, the Trustee and the holders of the Notes 
shall be restored to their former positions and rights hereunder; but 
no such waiver shall extend to any subsequent or other default or 
Event of Default or impair any right consequent thereon.  Whenever 
any default or Event of Default hereunder shall have been waived as 
permitted by this Section 7.7, said default or Event of Default shall 
for all purposes of the Notes and this Indenture be deemed to have 
been cured and to be not continuing; but no such waiver shall extend 
to any subsequent or other default or Event of Default or impair any 
right consequent thereon.

	Section 7.8  Notice of Defaults.  The Trustee shall, within 90 
days after the occurrence of a default, mail to all Noteholders, as 
the names and addresses of such holders appear upon the registry 
books of the Company, notice of all defaults known to a Responsible 
Officer, unless such defaults shall have been cured or waived before 
the giving of such notice; and provided that, except in the case of 
default in the payment of the principal of, or premium, if any, or 
interest on any of the Notes, the Trustee shall be protected in 
withholding such notice if and so long as a trust committee of direc-
tors and/or Responsible Officers of the Trustee in good faith 
determine that the withholding of such notice is in the interests of 
the Noteholders.

	Section 7.9  Undertaking to Pay Costs.  All parties to this 
Indenture agree, and each holder of any Note by his acceptance 
thereof shall be deemed to have agreed, that any court may, in its 
discretion, require, in any suit for the enforcement of any right or 
remedy under this Indenture, or in any suit against the Trustee for 
any action taken or omitted by it as Trustee, the filing by any party 
litigant in such suit of an undertaking to pay the costs of such suit 
and that such court may in its discretion assess reasonable costs, 
including reasonable attorneys' fees, against any party litigant in 
such suit, having due regard to the merits and good faith of the 
claims or defenses made by such party litigant; provided that the 
provisions of this Section 7.9 shall not apply to any suit instituted 
by the Trustee, to any suit instituted by any Noteholder, or group of 
Noteholders, holding in the aggregate more than ten percent in 
principal amount of the Notes at the time outstanding determined in 
accordance with Section 9.4, or to any suit instituted by any 
Noteholder for the enforcement of the payment of the principal of or 
premium, if any, or interest on any Note on or after the due date 
expressed in such Note or to any suit for the enforcement of the 
right to convert any Note in accordance with the provisions of 
Article XV.


	ARTICLE VIII

	CONCERNING THE TRUSTEE

	Section 8.1  Duties and Responsibilities of Trustee.  The 
Trustee, prior to the occurrence of an Event of Default and after the 
curing of all Events of Default which may have occurred, undertakes 
to perform such duties and only such duties as are specifically set 
forth in this Indenture.  In case an Event of Default has occurred 
(which has not been cured or waived) the Trustee shall exercise such 
of the rights and powers vested in it by this Indenture, and use the 
same degree of care and skill in their exercise, as a prudent man 
would exercise or use under the circumstances in the conduct of his 
own affairs.

	No provision of this Indenture shall be construed to relieve 
the Trustee from liability for its own negligent action, its own 
negligent failure to act or its own willful misconduct, except that

		(a)  prior to the occurrence of an Event of Default and 
after the curing or waiving of all Events of Default which may 
have occurred:

			(1)  the duties and obligations of the Trustee 
shall be determined solely by the express provisions of 
this Indenture and the Trust Indenture Act, and the 
Trustee shall not be liable except for the performance of 
such duties and obligations as are specifically set forth 
in this Indenture and no implied covenants or obligations 
shall be read into this Indenture and the Trust Indenture 
Act against the Trustee; and

			(2) in the absence of bad faith on the part of the 
Trustee, the Trustee may conclusively rely, as to the 
truth of the statements and the correctness of the 
opinions expressed therein, upon any certificates or 
opinions furnished to the Trustee and conforming to the 
requirements of this Indenture; but, in the case of any 
such certificates or opinions which by any provisions 
hereof are specifically required to be furnished to the 
Trustee, the Trustee shall be under a duty to examine the 
same to determine whether or not they conform to the 
requirements of this Indenture;

		(b)  the Trustee shall not be liable for any error of 
judgment made in good faith by a Responsible Officer or 
Officers of the Trustee, unless it shall be provided that the 
Trustee was negligent in ascertaining the pertinent facts;

		(c)  the Trustee shall not be liable with respect to any 
action taken or omitted to be taken by it in good faith in 
accordance with the direction of the holders of not less than a 
majority in principal amount of the Notes at the time 
outstanding determined as provided in Section 9.4 relating to 
the time, method and place of conducting any proceeding for any 
remedy available to the Trustee, or exercising any trust or 
power conferred upon the Trustee, under this Indenture; and

		(d)  whether or not therein provided, every provision of 
this Indenture relating to the conduct or affecting the 
liability of, or affording protection to, the Trustee shall be 
subject to the provisions of this Section.

		None of the provisions contained in this Indenture shall 
require the Trustee to expend or risk its own funds or otherwise 
incur personal financial liability in the performance of any of its 
duties or in the exercise of any of its rights or powers, if there is 
reasonable ground for believing that the repayment of such funds or 
adequate indemnity against such risk or liability is not reasonably 
assured to it.  

	Section 8.2  Reliance on Documents, Opinions, Etc.  Except as 
otherwise provided in Section 8.1:

		(a)  the Trustee may rely and shall be protected in 
acting upon any resolution, certificate, statement, instrument, 
opinion, report, notice, request, consent, order, bond, 
debenture, coupon or other paper or document believed by it in 
good faith to be genuine and to have been signed or presented 
by the proper party or parties;

		(b)  any request, direction, order or demand of the 
Company mentioned herein shall be sufficiently evidenced by an 
Officers' Certificate (unless other evidence in respect thereof 
be herein specifically prescribed); and any resolution of the 
Board of Directors may be evidenced to the Trustee by a copy 
thereof certified by the Secretary or an Assistant Secretary of 
the Company;

		(c)  the Trustee may consult with counsel and any advice 
or Opinion of Counsel shall be full and complete authorization 
and protection in respect of any action taken or omitted by it 
hereunder in good faith and in accordance with such advice or 
Opinion of Counsel;

		(d)  the Trustee shall be under no obligation to exercise 
any of the rights or powers vested in it by this Indenture at 
the request, order or direction of any of the Noteholders 
pursuant to the provisions of this Indenture, unless such 
Noteholders shall have offered to the Trustee reasonable 
security or indemnity against the costs, expenses and 
liabilities which may be incurred therein or thereby;

		(e)  the Trustee shall not be bound to make any investi-
gation into the facts or matters stated in any resolution, 
certificate, statement, instrument, opinion, report, notice, 
request, direction, consent, order, bond, debenture or other 
paper or document, but the Trustee, in its discretion, may make 
such further inquiry or investigation into such facts or 
matters as it may see fit, and, if the Trustee shall determine 
to make such further inquiry or investigation, it shall be 
entitled to examine the books, records and premises of the 
Company, personally or by agent or attorney; provided, however, 
that if the payment within a reasonable time to the Trustee of 
the costs, expenses or liabilities likely to be incurred by it 
in the making of such investigation is, in the opinion of the 
Trustee, not reasonably assured to the Trustee by the security 
afforded to it by the terms of this Indenture, the Trustee may 
require reasonable indemnity against such expenses or liability 
as a condition to so proceeding; the reasonable expenses of 
every such examination shall be paid by the Company or, if paid 
by the Trustee or any predecessor Trustee, shall be repaid by 
the Company upon demand; and 

		(f)  the Trustee may execute any of the trusts or powers 
hereunder or perform any duties hereunder either directly or by 
or through agents or attorneys and the Trustee shall not be 
responsible for any misconduct or negligence on the part of any 
agent or attorney appointed by it with due care hereunder.

	Section 8.3  No Responsibility for Recitals, Etc.  The recitals 
contained herein and in the Notes (except in the Trustee's 
certificate of authentication) shall be taken as the statements of 
the Company, and the Trustee assumes no responsibility for the 
correctness of the same.  The Trustee makes no representations as to 
the validity or sufficiency of this Indenture or of the Notes.  The 
Trustee shall not be accountable for the use or application by the 
Company of any Notes or the proceeds of any Notes authenticated and 
delivered by the Trustee in conformity with the provisions of this 
Indenture.

	Section 8.4  Trustee, Paying Agents, Conversion Agents or 
Registrar May Own Notes.  The Trustee, any paying agent, any 
conversion agent or Note registrar, in its individual or any other 
capacity, may become the owner or pledgee of Notes with the same 
rights it would have if it were not Trustee, paying agent, conversion 
agent or Note registrar.

	Section 8.5  Monies to Be Held in Trust.  Subject to the 
provisions of Section 13.4, all monies received by the Trustee shall, 
until used or applied as herein provided, be held in trust for the 
purposes for which they were received.  Money held by the Trustee in 
trust hereunder need not be segregated from other funds except to the 
extent required by law.  The Trustee shall be under no liability for 
interest on any money received by it hereunder except as may be 
agreed from time to time by the Company and the Trustee.

	Section 8.6  Compensation and Expenses of Trustee.  The Company 
covenants and agrees to pay to the Trustee from time to time, and the 
Trustee shall be entitled to, reasonable compensation for all 
services rendered by it hereunder in any capacity (which shall not be 
limited by any provision of law in regard to the compensation of a 
trustee of an express trust), and the Company will pay or reimburse 
the Trustee upon its request for all reasonable expenses, 
disbursements and advances incurred or made by the Trustee in 
accordance with any of the provisions of this Indenture (including 
the reasonable compensation and the expenses and disbursements of its 
counsel and of all persons not regularly in its employ) except any 
such expense, disbursement or advance as may arise from its 
negligence or bad faith.  The Company also covenants to indemnify the 
Trustee in any capacity under this Indenture and its agents and any 
authenticating agent for, and to hold them harmless against, any 
loss, liability or expense incurred without negligence or bad faith 
on the part of the Trustee or such agent or authenticating agent, as 
the case may be, and arising out of or in connection with the 
acceptance or administration of this trust or in any other capacity 
hereunder, including the costs and expenses of defending themselves 
against any claim of liability in the premises.  The obligations of 
the Company under this Section 8.6 to compensate or indemnify the 
Trustee and to pay or reimburse the Trustee for expenses, 
disbursements and advances shall be secured by a lien prior to that 
of the Notes upon all property and funds held or collected by the 
Trustee as such, except funds held in trust for the benefit of the 
holders of particular Notes.  The obligation of the Company under 
this Section shall survive the satisfaction and discharge of this 
Indenture.  

	When the Trustee and its agents and any authenticating agent 
incur expenses or render services after an Event of Default specified 
in Section 7.1(d) or (e) occurs, the expenses and the compensation 
for the services are intended to constitute expenses of 
administration under any bankruptcy, insolvency or similar laws.

	Section 8.7  Officers' Certificate as Evidence.  Except as 
otherwise provided in Section 8.1, whenever in the administration of 
the provisions of this Indenture the Trustee shall deem it necessary 
or desirable that a matter be proved or established prior to taking 
or omitting any action hereunder, such matter (unless other evidence 
in respect thereof be herein specifically prescribed) may, in the 
absence of negligence or bad faith on the part of the Trustee, be 
deemed to be conclusively proved and established by an Officers' 
Certificate delivered to the Trustee, and such Officers' Certificate, 
in the absence of negligence or bad faith on the part of the Trustee, 
shall be full warrant to the Trustee for any action taken or omitted 
by it under the provisions of this Indenture upon the faith thereof.

	Section 8.8  Conflicting Interests of Trustee.  If the Trustee 
has or shall acquire a conflicting interest within the meaning of the 
Trust Indenture Act, the Trustee shall either eliminate such interest 
or resign, to the extent and in the manner provided by, and subject 
to the provisions of, the Trust Indenture Act and this Indenture.  

	Section 8.9  Eligibility of Trustee.  There shall at all times 
be a Trustee hereunder which shall be a Person that is eligible 
pursuant to the Trust Indenture Act to act as such and has a combined 
capital and surplus of at least $50,000,000.  If such person 
publishes reports of condition at least annually, pursuant to law or 
to the requirements of any supervising or examining authority, then 
for the purposes of this Section, the combined capital and surplus of 
such person shall be deemed to be its combined capital and surplus as 
set forth in its most recent report of condition so published.  If at 
any time the Trustee shall cease to be eligible in accordance with 
the provisions of this Section, it shall resign immediately in the 
manner and with the effect hereinafter specified in this Article. 

	Section 8.10  Resignation or Removal of Trustee.  

		(a)  The Trustee may at any time resign by giving written 
notice of such resignation to the Company and the Company shall 
mail, or cause to be mailed, notice thereof to the holders of 
Notes at their addresses as they shall appear on the registry 
books of the Company.  Upon receiving such notice of 
resignation, the Company shall promptly appoint a successor 
trustee by written instrument, in duplicate, executed by order 
of the Board of Directors, one copy of which instrument shall 
be delivered to the resigning Trustee and one copy to the 
successor trustee.  If no successor trustee shall have been so 
appointed and have accepted appointment 60 days after the 
mailing of such notice of resignation to the Noteholders, the 
resigning Trustee may petition any court of competent 
jurisdiction for the appointment of a successor trustee, or any 
Noteholder who has been a bona fide holder of a Note or Notes 
for at least six months may, subject to the provisions of 
Section 7.9, on behalf of himself and all others similarly 
situated, petition any such court for the appointment of a 
successor trustee.  Such court may thereupon, after such 
notice, if any, as it may deem proper and prescribe, appoint a 
successor trustee.

		(b)  In case at any time any of the following shall 
occur:

			(1)  the Trustee shall fail to comply with 
Section 8.8 after written request therefor by the Company 
or by any Noteholder who has been a bona fide holder of a 
Note or Notes for at least six months, or 

			(2)  the Trustee shall cease to be eligible in 
accordance with the provisions of Section 8.9 and shall 
fail to resign after written request therefor by the 
Company or by any such Noteholder, or

			(3)  the Trustee shall become incapable of acting, 
or shall be adjudged a bankrupt or insolvent, or a 
receiver of the Trustee or of its property shall be 
appointed, or any public officer shall take charge or 
control of the Trustee or of its property or affairs for 
the purpose of rehabilitation, conservation or 
liquidation,

	then, in any such case, the Company may remove the Trustee and 
appoint a successor trustee by written instrument, in dupli-
cate, executed by order of the Board of Directors, one copy of 
which instrument shall be delivered to the Trustee so removed 
and one copy to the successor trustee, or, subject to the 
provisions of Section 7.9, any Noteholder who has been a bona 
fide holder of a Note or Notes for at least six months may, on 
behalf of himself and all others similarly situated, petition 
any court of competent jurisdiction for the removal of the 
Trustee and the appointment of a successor trustee.  Such court 
may thereupon, after such notice, if any, as it may deem proper 
and prescribe, remove the Trustee and appoint a successor 
trustee.

		(c)  The holders of a majority in aggregate principal 
amount of the Notes at the time outstanding may at any time 
remove the Trustee and nominate a successor trustee which shall 
be deemed appointed as successor trustee unless within ten days 
after notice to the Company of such nomination the Company 
objects thereto, in which case the Trustee so removed or any 
Noteholder, upon the terms and conditions and otherwise as in 
Section 8.10(a) provided, may petition any court of competent 
jurisdiction for an appointment of a successor trustee.

		(d)  Any resignation or removal of the Trustee and 
appointment of a successor trustee pursuant to any of the 
provisions of this Section 8.10 shall become effective upon 
acceptance of appointment by the successor trustee as provided 
in Section 8.11.

	Section 8.11  Acceptance by Successor Trustee.  Any successor 
trustee appointed as provided in Section 8.10 shall execute, 
acknowledge and deliver to the Company and to its predecessor trustee 
an instrument accepting such appointment hereunder, and thereupon the 
resignation or removal of the predecessor trustee shall become 
effective and such successor trustee, without any further act, deed 
or conveyance, shall become vested with all the rights, powers, 
duties and obligations of its predecessor hereunder, with like effect 
as if originally named as trustee herein; but, nevertheless, on the 
written request of the Company or of the successor trustee, the 
trustee ceasing to act shall, upon payment of any amounts then due it 
pursuant to the provisions of Section 8.6, execute and deliver an 
instrument transferring to such successor trustee all the rights and 
powers of the trustee so ceasing to act.  Upon request of any such 
successor trustee, the Company shall execute any and all instruments 
in writing for more fully and certainly vesting in and confirming to 
such successor trustee all such rights and powers.  Any trustee 
ceasing to act shall, nevertheless, retain a lien upon all property 
and funds held or collected by such trustee as such, except for funds 
held in trust for the benefit of holders of particular Notes, to 
secure any amounts then due it pursuant to the provisions of Section 
8.6.

	No successor trustee shall accept appointment as provided in 
this Section 8.11 unless at the time of such acceptance such 
successor trustee shall be qualified under the provisions of Section 
8.8 and be eligible under the provisions of Section 8.9.

	Upon acceptance of appointment by a successor trustee as 
provided in this Section 8.11, the Company shall mail or cause to be 
mailed notice of the succession of such trustee hereunder to the 
holders of Notes at their addresses as they shall appear on the 
registry books of the Company.  If the Company fails to mail such 
notice within ten days after acceptance of appointment by the 
successor trustee, the successor trustee shall cause such notice to 
be mailed at the expense of the Company.

	Section 8.12   Succession by Merger, Etc.  Any corporation into 
which the Trustee may be merged or converted or with which it may be 
consolidated, or any corporation resulting from any merger, 
conversion or consolidation to which the Trustee shall be a party, or 
any corporation succeeding to all or substantially all of the trust 
business of the Trustee, shall be the successor to the Trustee here-
under, provided such corporation shall be qualified under the 
provisions of Section 8.8 and eligible under the provisions of 
Section 8.9 without the execution or filing of any paper or any 
further act on the part of any of the parties hereto.

	In case at the time such successor to the Trustee shall succeed 
to the trusts created by this Indenture, any of the Notes shall have 
been authenticated but not delivered, any such successor to the 
Trustee may adopt the certificate of authentication of any 
predecessor trustee or authenticating agent appointed by such 
predecessor trustee, and deliver such Notes so authenticated; and in 
case at that time any of the Notes shall not have been authenticated, 
any successor to the Trustee or an authenticating agent appointed by 
such successor trustee may authenticate such Notes either in the name 
of any predecessor trustee hereunder or in the name of the successor 
trustee; and in all such cases such certificates shall have the full 
force which it is anywhere in the Notes or in this Indenture provided 
that the certificate of the Trustee shall have; provided, however, 
that the right to adopt the certificate of authentication of any 
predecessor Trustee or authenticate Notes in the name of any 
predecessor Trustee shall apply only to its successor or successors 
by merger, conversion or consolidation.  

	Section 8.13  Limitation on Rights of Trustee as Creditor.  If 
and when the Trustee shall be or become a creditor of the Company (or 
any other obligor upon the Notes), the Trustee shall be subject to 
the provisions of the Trust Indenture Act regarding the collection of 
the claims against the Company (or any such other obligor).


	ARTICLE IX

	CONCERNING THE NOTEHOLDERS

	Section 9.1  Action by Noteholders.  Whenever in this Indenture 
it is provided that the holders of a specified percentage in 
aggregate principal amount of the Notes may take any action 
(including the making of any demand or request, the giving of any 
notice, consent or waiver or the taking of any other action), the 
fact that at the time of taking any such action, the holders of such 
specified percentage have joined therein may be evidenced (a) by any 
instrument or any number of instruments of similar tenor executed by 
Noteholders in person or by agent or proxy appointed in writing, or 
(b) by the record of the holders of Notes voting in favor thereof at 
any meeting of Noteholders duly called and held in accordance with 
the provisions of Article X, or (c) by a combination of such 
instrument or instruments and any such record of such a meeting of 
Noteholders.  Whenever the Company or the Trustee solicits the taking 
of any action by the holders of the Notes, the Company or the Trustee 
may fix in advance of such solicitation, a date as the record date 
for determining holders entitled to take such action.  The record 
date shall be not more than 15 days prior to the date of commencement 
of solicitation of such action.

	Section 9.2  Proof of Execution by Noteholders.  Subject to the 
provisions of Sections 8.1, 8.2 and 10.5, proof of the execution of 
any instrument by a Noteholder or his agent or proxy shall be 
sufficient if made in accordance with such reasonable rules and 
regulations as may be prescribed by the Trustee or in such manner as 
shall be satisfactory to the Trustee.  The holding of Notes shall be 
proved by the registry of such Notes or by a certificate of the Note 
registrar.

	The record of any Noteholders' meeting shall be proved in the 
manner provided in Section 10.6. 

	Section 9.3  Who Are Deemed Absolute Owners.  The Company, the 
Trustee, any paying agent, any conversion agent and any Note 
registrar may deem the person in whose name a Note shall be 
registered upon the books of the Company to be, and may treat him as, 
the absolute owner of such Note (whether or not such Note shall be 
overdue and notwithstanding any notation of ownership or other 
writing thereon) for the purpose of receiving payment of or on 
account of the principal of, premium, if any, and interest on such 
Note, for conversion of such Note and for all other purposes; and 
neither the Company nor the Trustee nor any paying agent nor any 
conversion agent nor any Note registrar shall be affected by any 
notice to the contrary.  All such payments so made to any holder for 
the time being, or upon his order, shall be valid, and, to the extent 
of the sum or sums so paid, effectual to satisfy and discharge the 
liability for monies payable upon any such Note.  
	Section 9.4  Company-Owned Notes Disregarded.  In determining 
whether the holders of the requisite aggregate principal amount of 
Notes have concurred in any direction, consent, waiver or other 
action under this Indenture, Notes which are owned by the Company or 
any other obligor on the Notes or by any person directly or 
indirectly controlling or controlled by or under direct or indirect 
common control with the Company or any other obligor on the Notes 
shall be disregarded and deemed not to be outstanding for the purpose 
of any such determination; provided that for the purposes of 
determining whether the Trustee shall be protected in relying on any 
such direction, consent, waiver or other action only Notes which a 
Responsible Officer knows are so owned shall be so disregarded.  
Notes so owned which have been pledged in good faith may be regarded 
as outstanding for the purposes of this Section 9.4 if the pledgee 
shall establish to the satisfaction of the Trustee the pledgee's 
right to vote such Notes and that the pledgee is not the Company, any 
other obligor on the Notes or a person directly or indirectly 
controlling or controlled by or under direct or indirect common 
control with the Company or any such other obligor.  In the case of a 
dispute as to such right, any decision by the Trustee taken upon the 
advice of counsel shall be full protection to the Trustee.  Upon 
request of the Trustee, the Company shall furnish to the Trustee 
promptly an Officers' Certificate listing and identifying all Notes, 
if any, known by the Company to be owned or held by or for the 
account of any of the above described persons; and, subject to 
Section 8.1, the Trustee shall be entitled to accept such Officers' 
Certificate as conclusive evidence of the facts therein set forth and 
of the fact that all Notes not listed therein are outstanding for the 
purpose of any such determination.

	Section 9.5  Revocation of Consents; Future Holders Bound.  At 
any time prior to (but not after) the evidencing to the Trustee, as 
provided in Section 9.1, of the taking of any action by the holders 
of the percentage in aggregate principal amount of the Notes 
specified in this Indenture in connection with such action, any 
holder of a Note which is shown by the evidence to be included in the 
Notes the holders of which have consented to such action may, by 
filing written notice with the Trustee at its Corporate Trust Office 
and upon proof of holding as provided in Section 9.2, revoke such 
action so far as concerns such Note.  Except as aforesaid, any such 
action taken by the holder of any Note shall be conclusive and 
binding upon such holder and upon all future holders and owners of 
such Note and of any Notes issued in exchange or substitution 
therefor, irrespective of whether any notation in regard thereto is 
made upon such Note or any Note issued in exchange or substitution 
therefor.


	ARTICLE X

	NOTEHOLDERS' MEETINGS

	Section 10.1  Purpose of Meetings.  A meeting of Noteholders 
may be called at any time and from time to time pursuant to the 
provisions of this Article X for any of the following purposes:

		(1)	to give any notice to the Company or to the Trustee 
or to give any directions to the Trustee permitted under this 
Indenture, or to consent to the waiving of any default or Event 
of Default hereunder and its consequences, or to take any other 
action authorized to be taken by Noteholders pursuant to any of 
the provisions of Article VII;

		(2)	to remove the Trustee and nominate a successor 
trustee pursuant to the provisions of Article VIII;

		(3)	to consent to the execution of an indenture or 
indentures supplemental hereto pursuant to the provisions of 
Section 11.2; or

		(4)	to take any other action authorized to be taken by 
or on behalf of the holders of any specified aggregate princi-
pal amount of the Notes under any other provision of this 
Indenture or under applicable law.

	Section 10.2  Call of Meetings by Trustee.  The Trustee may at 
any time call a meeting of Noteholders to take any action specified 
in Section 10.1, to be held at such time and at such place in Boston 
or Canton, Massachusetts or the Borough of Manhattan, The City of New 
York, as the Trustee shall determine.  Notice of every meeting of the 
Noteholders, setting forth the time and the place of such meeting and 
in general terms the action proposed to be taken at such meeting and 
the establishment of any record date pursuant to Section 9.1, shall 
be mailed to holders of Notes at their addresses as they shall appear 
on the registry books of the Company.  Such notice shall also be 
mailed to the Company.  Such notices shall be mailed not less than 20 
nor more than 90 days prior to the date fixed for the meeting.

	Any meeting of Noteholders shall be valid without notice if the 
holders of all Notes then outstanding are present in person or by 
proxy or if notice is waived before or after the meeting by the 
holders of all Notes outstanding, and if the Company and the Trustee 
are either present by duly authorized representatives or have, before 
or after the meeting, waived notice.

	Section 10.3  Call of Meetings by Company or Noteholders.  In 
case at any time the Company, pursuant to a resolution of its Board 
of Directors, or the holders of at least ten percent in aggregate 
principal amount of the Notes then outstanding, shall have requested 
the Trustee to call a meeting of Noteholders, by written request 
setting forth in reasonable detail the action proposed to be taken at 
the meeting, and the Trustee shall not have mailed the notice of such 
meeting within 20 days after receipt of such request, then the 
Company or such Noteholders may determine the time and the place in 
Boston or Canton, Massachusetts, or the Borough of Manhattan, The 
City of New York for such meeting and may call such meeting to take 
any action authorized in Section 10.1, by mailing notice thereof as 
provided in Section 10.2.

	Section 10.4  Qualifications for Voting.  To be entitled to 
vote at any meeting of Noteholders a person shall (a) be a holder of 
one or more Notes on the record date pertaining to such meeting or 
(b) be a person appointed by an instrument in writing as proxy by a 
holder of one or more Notes.  The only persons who shall be entitled 
to be present or to speak at any meeting of Noteholders shall be the 
persons entitled to vote at such meeting and their counsel and any 
representatives of the Trustee and its counsel and any 
representatives of the Company and its counsel.

	Section 10.5  Regulations.  Notwithstanding any other provi-
sions of this Indenture, the Trustee may make such reasonable 
regulations as it may deem advisable for any meeting of Noteholders, 
in regard to proof of the holding of Notes and of the appointment of 
proxies, and in regard to the appointment and duties of inspectors of 
votes, the submission and examination of proxies, certificates and 
other evidence of the right to vote, and such other matters 
concerning the conduct of the meeting as it shall think fit.

	The Trustee shall, by an instrument in writing, appoint a 
temporary chairman of the meeting, unless the meeting shall have been 
called by the Company or by Noteholders as provided in Section 10.3, 
in which case the Company or the Noteholders calling the meeting, as 
the case may be, shall in like manner appoint a temporary chairman.  
A permanent chairman and a permanent secretary of the meeting shall 
be elected by vote of the holders of a majority in principal amount 
of the Notes represented at the meeting and entitled to vote at the 
meeting.

	Subject to the provisions of Section 9.4, at any meeting each 
Noteholder or proxyholder shall be entitled to one vote for each 
$1,000 principal amount of Notes held or represented by him; 
provided, however, that no vote shall be cast or counted at any 
meeting in respect of any Note challenged as not outstanding and 
ruled by the chairman of the meeting to be not outstanding.  The 
chairman of the meeting shall have no right to vote other than by 
virtue of Notes held by him or instruments in writing as aforesaid 
duly designating him as the person to vote on behalf of other 
Noteholders.  Any meeting of Noteholders duly called pursuant to the 
provisions of Section 10.2 or 10.3 may be adjourned from time to time 
by the holders of a majority of the aggregate principal amount of 
Notes represented at the meeting, whether or not constituting a 
quorum, and the meeting may be held as so adjourned without further 
notice.

	Section 10.6  Voting.  The vote upon any resolution submitted 
to any meeting of Noteholders shall be by written ballot on which 
shall be subscribed the signatures of the holders of Notes or of 
their representatives by proxy and the principal amount of the Notes 
held or represented by them.  The permanent chairman of the meeting 
shall appoint two inspectors of votes who shall count all votes cast 
at the meeting for or against any resolution and who shall make and 
file with the secretary of the meeting their verified written reports 
in duplicate of all votes cast at the meeting.  A record in duplicate 
of the proceedings of each meeting of Noteholders shall be prepared 
by the secretary of the meeting and there shall be attached to said 
record the original reports of the inspectors of votes on any vote by 
ballot taken thereat and affidavits by one or more persons having 
knowledge of the facts setting forth a copy of the notice of the 
meeting and showing that said notice was mailed as provided in 
Section 10.2.  The record shall show the principal amount of the 
Notes voting in favor of or against any resolution.  The record shall 
be signed and verified by the affidavits of the permanent chairman 
and secretary of the meeting and one of the duplicates shall be 
delivered to the Company and the other to the Trustee to be preserved 
by the Trustee, the latter to have attached thereto the ballots voted 
at the meeting.

	Any record so signed and verified shall be conclusive evidence 
of the matters therein stated.

	Section 10.7  No Delay of Rights by Meeting.  Nothing in this 
Article X contained shall be deemed or construed to authorize or 
permit, by reason of any call of a meeting of Noteholders or any 
rights expressly or impliedly conferred hereunder to make such call, 
any hindrance or delay in the exercise of any right or rights 
conferred upon or reserved to the Trustee or to the Noteholders under 
any of the provisions of this Indenture or of the Notes.


	ARTICLE XI

	SUPPLEMENTAL INDENTURES

	Section 11.1  Supplemental Indentures Without Consent of 
Noteholders.  The Company, when authorized by the resolutions of the 
Board of Directors, and the Trustee may from time to time and at any 
time enter into an indenture or indentures supplemental hereto for 
one or more of the following purposes:

		(a)	to make provision with respect to the conversion 
rights of the holders of Notes pursuant to the requirements of 
Section 15.6;

		(b)	subject to Article IV, to convey, transfer, assign, 
mortgage or pledge to the Trustee as security for the Notes, 
any property or assets;

		(c)	to evidence the succession of another corporation 
to the Company, or successive successions, and the assumption 
by the successor corporation of the covenants, agreements and 
obligations of the Company pursuant to Article XII;

		(d)	to add to the covenants of the Company such further 
covenants, restrictions or conditions as the Board of Directors 
and the Trustee shall consider to be for the benefit of the 
holders of Notes, and to make the occurrence, or the occurrence 
and continuance, of a default in any such additional covenants, 
restrictions or conditions a default or an Event of Default 
permitting the enforcement of all or any of the several 
remedies provided in this Indenture as herein set forth; 
provided, however, that in respect of any such additional 
covenant, restriction or condition such supplemental indenture 
may provide for a particular period of grace after default 
(which period may be shorter or longer than that allowed in the 
case of other defaults) or may provide for an immediate 
enforcement upon such default or may limit the remedies 
available to the Trustee upon such default;

		(e)	to provide for the issuance under this Indenture of 
Notes in coupon form (including Notes registerable as to 
principal only) and to provide for exchangeability of such 
Notes with the Notes issued hereunder in fully registered form 
and to make all appropriate changes for such purpose;

		(f)	to cure any ambiguity or to correct or supplement 
any provision contained herein or in any supplemental indenture 
which may be defective or inconsistent with any other provision 
contained herein or in any supplemental indenture, or to make 
such other provisions in regard to matters or questions arising 
under this Indenture which shall not materially adversely 
affect the interests of the holders of the Notes;

		(g)	to evidence and provide for the acceptance of 
appointment hereunder by a successor Trustee with respect to 
the Notes; or

		(h)	to modify, eliminate or add to the provisions of 
this Indenture to such extent as shall be necessary to effect 
the qualifications of this Indenture under the Trust Indenture 
Act, or under any similar federal statute hereafter enacted.

	 The Trustee is hereby authorized to join with the Company in 
the execution of any such supplemental indenture, to make any further 
appropriate agreements and stipulations which may be therein 
contained and to accept the conveyance, transfer and assignment of 
any property thereunder, but the Trustee shall not be obligated to, 
but may in its discretion, enter into any supplemental indenture 
which affects the Trustee's own rights, duties or immunities under 
this Indenture or otherwise.

	Any supplemental indenture authorized by the provisions of this 
Section 11.1 may be executed by the Company and the Trustee without 
the consent of the holders of any of the Notes at the time 
outstanding, notwithstanding any of the provisions of Section 11.2.

	Section 11.2  Supplemental Indentures with Consent of 
Noteholders.  With the consent (evidenced as provided in Article IX) 
of the holders of not less than a majority in aggregate principal 
amount of the Notes at the time outstanding, the Company, when 
authorized by the resolutions of the Board of Directors, and the 
Trustee may from time to time and at any time enter into an indenture 
or indentures supplemental hereto for the purpose of adding any 
provisions to or changing in any manner or eliminating any of the 
provisions of this Indenture or any supplemental indenture or of 
modifying in any manner the rights of the holders of the Notes; 
provided, however, that no such supplemental indenture shall (i) 
extend the fixed maturity of any Note, or reduce the rate or extend 
the time of payment of interest thereon, or reduce the principal 
amount thereof or premium, if any, thereon, or reduce any amount 
payable on redemption thereof, or impair or affect the right of any 
Noteholder to institute suit for the payment thereof, or make the 
principal thereof or interest or premium, if any, thereon payable in 
any coin or currency other than that provided in the Notes, or modify 
the provisions of this Indenture with respect to the subordination of 
the Notes in a manner adverse to the Noteholders, or impair or change 
the obligation of the Company to make redemption of any Note upon the 
happening of a Fundamental Change in a manner adverse to the holder 
of Notes, or impair the right to convert the Notes into Common Stock 
subject to the terms set forth herein, including Section 15.6, 
without the consent of the holder of each Note so affected, or 
(ii) reduce the aforesaid percentage of Notes, the holders of which 
are required to consent to any such supplemental indenture, without 
the consent of the holders of all Notes then outstanding.

	Upon the request of the Company, accompanied by a copy of the 
resolutions of the Board of Directors certified by its Secretary or 
Assistant Secretary authorizing the execution of any such supple-
mental indenture, and upon the filing with the Trustee of evidence of 
the consent of Noteholders as aforesaid, the Trustee shall join with 
the Company in the execution of such supplemental indenture unless 
such supplemental indenture affects the Trustee's own rights, duties 
or immunities under this Indenture or otherwise, in which case the 
Trustee may in is discretion, but shall not be obligated to, enter 
into such supplemental indenture.

	It shall not be necessary for the consent of the Noteholders 
under this Section 11.2 to approve the particular form of any 
proposed supplemental indenture, but it shall be sufficient if such 
consent shall approve the substance thereof.

	Section 11.3  Compliance with Trust Indenture Act; Effect of 
Supplemental Indentures.  Any supplemental indenture executed 
pursuant to the provisions of this Article XI shall comply with the 
Trust Indenture Act, as then in effect.  Upon the execution of any 
supplemental indenture pursuant to the provisions of this Article XI, 
this Indenture shall be and be deemed to be modified and amended in 
accordance therewith and the respective rights, limitation of rights, 
obligations, duties and immunities under this Indenture of the 
Trustee, the Company and the holders of Notes shall thereafter be 
determined, exercised and enforced hereunder subject in all respects 
to such modifications and amendments and all the terms and conditions 
of any such supplemental indenture shall be and be deemed to be part 
of the terms and conditions of this Indenture for any and all 
purposes.

	Section 11.4  Notation on Notes.  Notes authenticated and 
delivered after the execution of any supplemental indenture pursuant 
to the provisions of this Article XI may bear a notation in form 
approved by the Trustee as to any matter provided for in such 
supplemental indenture.  If the Company or the Trustee shall so 
determine, new Notes so modified as to conform, in the opinion of the 
Trustee and the Board of Directors, to any modification of this 
Indenture contained in any such supplemental indenture may, at the 
Company's expense, be prepared and executed by the Company, 
authenticated by the Trustee (or an authenticating agent duly 
appointed by the Trustee pursuant to Section 16.11) and delivered in 
exchange for the Notes then outstanding, upon surrender of such Notes 
then outstanding.

	Section 11.5  Evidence of Compliance of Supplemental Indenture 
to Be Furnished Trustee.  The Trustee, subject to the provisions of 
Sections 8.1 and 8.2, may receive an Officers' Certificate and an 
Opinion of Counsel as conclusive evidence that any supplemental 
indenture executed pursuant hereto complies with the requirements of 
this Article XI.


	ARTICLE XII

	CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

	Section 12.1  Company May Consolidate, Etc. on Certain Terms.  
Subject to the provisions of Section 12.2, nothing contained in this 
Indenture or in any of the Notes shall prevent any consolidation or 
merger of the Company with or into any other corporation or 
corporations (whether or not affiliated with the Company), or 
successive consolidations or mergers in which the Company or its 
successor or successors shall be a party or parties, or shall prevent 
any sale, conveyance or lease (or successive sales, conveyances or 
leases) of all or substantially all of the property of the Company, 
to any other corporation (whether or not affiliated with the 
Company), authorized to acquire and operate the same and which shall 
be organized under the laws of the United States of America, any 
state thereof or the District of Columbia; provided, however, and the 
Company hereby covenants and agrees, that upon any such 
consolidation, merger, sale, conveyance or lease, the due and 
punctual payment of the principal of and premium, if any, and 
interest on all of the Notes, according to their tenor, and the due 
and punctual performance and observance of all of the covenants and 
conditions of this Indenture to be performed by the Company, shall be 
expressly assumed, by supplemental indenture satisfactory in form to 
the Trustee, executed and delivered to the Trustee by the corporation 
(if other than the Company) formed by such consolidation, or into 
which the Company shall have been merged, or by the corporation which 
shall have acquired or leased such property, and such supplemental 
indenture shall provide for the applicable conversion rights set 
forth in Section 15.6.

	Section 12.2  Successor Corporation to Be Substituted.  In case 
of any such consolidation, merger, sale, conveyance or lease and upon 
the assumption by the successor corporation, by supplemental 
indenture, executed and delivered to the Trustee and satisfactory in 
form to the Trustee, of the due and punctual payment of the principal 
of and premium, if any, and interest on all of the Notes and the due 
and punctual performance of all of the covenants and conditions of 
this Indenture to be performed by the Company, such successor 
corporation shall succeed to and be substituted for the Company, with 
the same effect as if it had been named herein as the party of the 
first part.  Such successor corporation thereupon may cause to be 
signed, and may issue either in its own name or in the name of 3Com 
Corporation any or all of the Notes issuable hereunder which 
theretofore shall not have been signed by the Company and delivered 
to the Trustee; and, upon the order of such successor corporation 
instead of the Company and subject to all the terms, conditions and 
limitations in this Indenture prescribed, the Trustee shall 
authenticate and shall deliver, or cause to be authenticated and 
delivered, any Notes which previously shall have been signed and 
delivered by the officers of the Company to the Trustee for 
authentication, and any Notes which such successor corporation 
thereafter shall cause to be signed and delivered to the Trustee for 
that purpose.  All the Notes so issued shall in all respects have the 
same legal rank and benefit under this Indenture as the Notes 
theretofore or thereafter issued in accordance with the terms of this 
Indenture as though all of such Notes had been issued at the date of 
the execution hereof.  In the event of any such consolidation, 
merger, sale, conveyance or lease, the person named as the "Company" 
in the first paragraph of this Indenture or any successor which shall 
thereafter have become such in the manner prescribed in this Article 
XII may be dissolved, wound up and liquidated at any time thereafter 
and such person shall be released from its liabilities as obligor and 
maker of the Notes and from its obligations under this Indenture.

	In case of any such consolidation, merger, sale, conveyance or 
lease, such changes in phraseology and form (but not in substance) 
may be made in the Notes thereafter to be issued as may be 
appropriate.

	Section 12.3  Opinion of Counsel to Be Given Trustee.  The 
Trustee, subject to Sections 8.1 and 8.2, shall receive an Officers' 
Certificate and an Opinion of Counsel as conclusive evidence that any 
such consolidation, merger, sale, conveyance or lease and any such 
assumption complies with the provisions of this Article XII.


	ARTICLE XIII

	SATISFACTION AND DISCHARGE OF INDENTURE

	Section 13.1  Discharge of Indenture.  When (a) the Company 
shall deliver to the Trustee for cancellation all Notes theretofore 
authenticated (other than any Notes which have been destroyed, lost 
or stolen and in lieu of or in substitution for which other Notes 
shall have been authenticated and delivered) and not theretofore 
canceled, or (b) all the Notes not theretofore canceled or delivered 
to the Trustee for cancellation shall have become due and payable, or 
are by their terms to become due and payable within one year or are 
to be called for redemption within one year under arrangements 
satisfactory to the Trustee for the giving of notice of redemption, 
and the Company shall deposit with the Trustee, in trust, funds 
sufficient to pay at maturity or upon redemption of all of the Notes 
(other than any Notes which shall have been mutilated, destroyed, 
lost or stolen and in lieu of or in substitution for which other 
Notes shall have been authenticated and delivered) not theretofore 
canceled or delivered to the Trustee for cancellation, including 
principal and premium, if any, and interest due or to become due to 
such date of maturity or redemption date, as the case may be, and if 
in either case the Company shall also pay or cause to be paid all 
other sums payable hereunder by the Company, then this Indenture 
shall cease to be of further effect (except as to (i) remaining 
rights of registration of transfer, substitution and exchange and 
conversion of Notes, (ii) rights hereunder of Noteholders to receive 
payments of principal of and premium, if any, and interest on, the 
Notes and the other rights, duties and obligations of Noteholders, as 
beneficiaries hereof with respect to the amounts, if any, so 
deposited with the Trustee and (iii) the rights, obligations and 
immunities of the Trustee hereunder), and the Trustee, on demand of 
the Company accompanied by an Officers' Certificate and an Opinion of 
Counsel as required by Section 16.5 and at the cost and expense of 
the Company, shall execute proper instruments acknowledging 
satisfaction of and discharging this Indenture; the Company, however, 
hereby agreeing to reimburse the Trustee for any costs or expenses 
thereafter reasonably and properly incurred by the Trustee and to 
compensate the Trustee for any services thereafter reasonably and 
properly rendered by the Trustee in connection with this Indenture or 
the Notes.

	Section 13.2  Deposited Monies to Be Held in Trust by Trustee.  
Subject to Article IV and Section 13.4, all monies deposited with the 
Trustee pursuant to Section 13.1 shall be held in trust and applied 
by it to the payment, either directly or through any paying agent 
(including the Company if acting as its own paying agent), to the 
holders of the particular Notes for the payment or redemption of 
which such monies have been deposited with the Trustee, of all sums 
due and to become due thereon for principal and interest and premium, 
if any.

	Section 13.3  Paying Agent to Repay Monies Held.  Upon the 
satisfaction and discharge of this Indenture, all monies then held by 
any paying agent of the Notes (other than the Trustee) shall, upon 
demand of the Company, be repaid to it or paid to the Trustee, and 
thereupon such paying agent shall be released from all further 
liability with respect to such monies.

	Section 13.4  Return of Unclaimed Monies.  Subject to the 
requirements of applicable law, any monies deposited with or paid to 
the Trustee for payment of the principal of, premium, if any, or 
interest on Notes and not applied but remaining unclaimed by the 
holders of Notes for two years after the date upon which the 
principal of, premium, if any, or interest on such Notes, as the case 
may be, shall have become due and payable, shall be repaid to the 
Company by the Trustee on demand and all liability of the Trustee 
shall thereupon cease with respect to such monies; and the holder of 
any of the Notes shall thereafter look only to the Company for any 
payment which such holder may be entitled to collect unless an 
applicable abandoned property law designates another Person.

	Section 13.5  Reinstatement.  If (i) the Trustee or the paying 
agent is unable to apply any money in accordance with Section 13.2 by 
reason of any order or judgment of any court or governmental 
authority enjoining, restraining or otherwise prohibiting such 
application and (ii) the holders of at least a majority in principal 
amount of the then outstanding Notes so request by written notice to 
the Trustee, the Company's obligations under this Indenture and the 
Notes shall be revived and reinstated as though no deposit had 
occurred pursuant to Section 13.1 until such time as the Trustee or 
the paying agent is permitted to apply all such money in accordance 
with Section 13.2; provided, however, that if the Company makes any 
payment of interest on or principal of any Note following the 
reinstatement of its obligations, the Company shall be subrogated to 
the rights of the holders of such Notes to receive such payment from 
the money held by the Trustee or paying agent.


	ARTICLE XIV

	IMMUNITY OF INCORPORATORS, SHAREHOLDERS,
	OFFICERS AND DIRECTORS

	Section 14.1  Indenture and Notes Solely Corporate Obligations.  
No recourse for the payment of the principal of or premium, if any, 
or interest on any Note, or for any claim based thereon or otherwise 
in respect thereof, and no recourse under or upon any obligation, 
covenant or agreement of the Company in this Indenture or in any 
supplemental indenture or in any Note, or because of the creation of 
any indebtedness represented thereby, shall be had against any 
incorporator, shareholder, officer or director, as such, past, 
present or future, of the Company or of any successor corporation, 
either directly or through the Company or any successor corporation, 
whether by virtue of any constitution, statute or rule of law, or by 
the enforcement of any assessment or penalty or otherwise; it being 
expressly understood that all such liability is hereby expressly 
waived and released as a condition of, and as a consideration for, 
the execution of this Indenture and the issue of the Notes.


	ARTICLE XV

	CONVERSION OF NOTES

	Section 15.1  Right to Convert.  Subject to and upon compliance 
with the provisions of this Indenture, the holder of any Note shall 
have the right, at his option, at any time after sixty (60) days 
following the latest date of original issuance of the Notes and prior 
to the close of business on November 1, 2001 (except that, with 
respect to any Note or portion of a Note which shall be called for 
redemption or delivered for repurchase, such right shall terminate, 
except as provided in Section 15.2, at the close of business on the 
Business Day next preceding the date fixed for redemption of such 
Note or portion of a Note unless the Company shall default in payment 
due upon redemption thereof) to convert the principal amount of any 
such Note, or any portion of such principal amount which is $1,000 or 
an integral multiple thereof, into that number of fully paid and non-
assessable shares of Common Stock (as such shares shall then be 
constituted) obtained by dividing the principal amount of the Note or 
portion thereof surrendered for conversion by the Conversion Price in 
effect at such time, by surrender of the Note so to be converted in 
whole or in part in the manner provided in Section 15.2.  A holder of 
Notes is not entitled to any rights of a holder of Common Stock until 
such holder has converted his Notes to Common Stock, and only to the 
extent such Notes are deemed to have been converted to Common Stock 
under this Article XV.

	Section 15.2  Exercise of Conversion Privilege; Issuance of 
Common Stock on Conversion; No Adjustment for Interest or Dividends.  
In order to exercise the conversion privilege with respect to any 
Note in definitive form, the holder of any such Note to be converted 
in whole or in part shall surrender such Note, duly endorsed, at an 
office or agency maintained by the Company pursuant to Section 5.2, 
accompanied by the funds, if any, required by the last paragraph of 
this Section 15.2, and shall give written notice of conversion in the 
form provided on the Notes (or such other notice which is acceptable 
to the Company) to the office or agency that the holder elects to 
convert such Note or the portion thereof specified in said notice.  
Such notice shall also state the name or names (with address or 
addresses) in which the certificate or certificates for shares of 
Common Stock which shall be issuable on such conversion shall be 
issued, and shall be accompanied by transfer taxes, if required 
pursuant to Section 15.7.  Each such Note surrendered for conversion 
shall, unless the shares issuable on conversion are to be issued in 
the same name as the registration of such Note, be duly endorsed by, 
or be accompanied by instruments of transfer in form satisfactory to 
the Company duly executed by, the holder or his duly authorized 
attorney.

	In order to exercise the conversion privilege with respect to 
any interest in a Note in global form, the beneficial holder must 
complete the appropriate instruction form for conversion pursuant to 
the Depository's book-entry conversion program, deliver by book-entry 
delivery an interest in such Note in global form, furnish appropriate 
endorsements and transfer documents if required by the Company or the 
Trustee or conversion agent, and pay the funds, if any, required by 
this Section 15.2 and any transfer taxes, if required pursuant to 
Section 15.7.

	As promptly as practicable after satisfaction of the require-
ments for conversion set forth above, subject to compliance with any 
restrictions on transfer if shares issuable on conversion are to be 
issued in a name other than that of the Noteholder (as if such 
transfer were a transfer of the Note or Notes (or portion thereof) so 
converted), the Company shall issue and shall deliver to such holder 
at the office or agency maintained by the Company for such purpose 
pursuant to Section 5.2, a certificate or certificates for the number 
of full shares issuable upon the conversion of such Note or portion 
thereof in accordance with the provisions of this Article and a check 
or cash in respect of any fractional interest in respect of a share 
of Common Stock arising upon such conversion, as provided in 
Section 15.3.  In case any Note of a denomination greater than $1,000 
shall be surrendered for partial conversion, and subject to 
Section 2.3, the Company shall execute and the Trustee shall 
authenticate and deliver to the holder of the Note so surrendered, 
without charge to him, a new Note or Notes in authorized denomi-
nations in an aggregate principal amount equal to the unconverted 
portion of the surrendered Note.

	Each conversion shall be deemed to have been effected as to any 
such Note (or portion thereof) on the date on which the requirements 
set forth above in this Section 15.2 have been satisfied as to such 
Note (or portion thereof), and the person in whose name any 
certificate or certificates for shares of Common Stock shall be 
issuable upon such conversion shall be deemed to have become on said 
date the holder of record of the shares represented thereby; 
provided, however, that any such surrender on any date when the stock 
transfer books of the Company shall be closed shall constitute the 
person in whose name the certificates are to be issued as the record 
holder thereof for all purposes on the next succeeding day on which 
such stock transfer books are open, but such conversion shall be at 
the Conversion Price in effect on the date upon which such Note shall 
be surrendered.

	Any Note or portion thereof surrendered for conversion during 
the period from the close of business on the record date for any 
interest payment date to the opening of business on the following 
interest payment date shall (unless such Note or portion thereof 
being converted shall have been called for redemption during the 
period from the close of business on any record date for the payment 
of interest to the close of business on the following interest 
payment date) be accompanied by payment, in funds acceptable to the 
Company, of an amount equal to the interest otherwise payable on such 
interest payment date on the principal amount being converted; 
provided, however, that no such payment need be made if there shall 
exist at the time of conversion a default in the payment of interest 
on the Notes; provided further, however, that no such payment shall 
be required in respect of any Note or portion thereof being called 
for redemption by the Company on November 1, 1997.  An amount equal 
to such payment (or, in the case of a redemption by the Company on 
November 1, 1997, equal to the interest which would be payable on 
such date if such Note or portion were not converted prior to such 
interest payment date) shall be paid by the Company on such interest 
payment date to the holder of such Note at the close of business on 
such record date; provided, however, that if the Company shall 
default in the payment of interest on such interest payment date, 
such amount shall be paid to the person who made such required 
payment or, in the case of a redemption by the Company on November 1, 
1997, to the person who converted such Note.  Except as provided 
above in this Section 15.2, no adjustment shall be made for interest 
accrued on any Note converted or for dividends on any shares issued 
upon the conversion of such Note as provided in this Article.

	Upon the conversion of an interest in a Note in global form, 
the Trustee, or the Custodian at the direction of the Trustee, shall 
make a notation on such Note in global form as to the reduction in 
the principal amount represented thereby.

	Section 15.3  Cash Payments in Lieu of Fractional Shares.  No 
fractional shares of Common Stock or scrip representing fractional 
shares shall be issued upon conversion of Notes.  If more than one 
Note shall be surrendered for conversion at one time by the same 
holder, the number of full shares which shall be issuable upon 
conversion shall be computed on the basis of the aggregate principal 
amount of the Notes (or specified portions thereof to the extent 
permitted hereby) so surrendered.  If any fractional share of stock 
would be issuable upon the conversion of any Note or Notes, the 
Company shall make an adjustment and payment therefor in cash at the 
current market value thereof to the holder of Notes.  The current 
market value of a share of Common Stock shall be the Closing Price on 
the first Business Day immediately preceding the day on which the 
Notes (or specified portions thereof) are deemed to have been 
converted and such Closing Price shall be determined as provided in 
Section 15.5(g).

	Section 15.4  Conversion Price.  The conversion price shall be 
as specified in the form of Note (herein called the "Conversion 
Price") attached as Exhibit A hereto, subject to adjustment as 
provided in this Article XV.

	Section 15.5  Adjustment of Conversion Price.  The Conversion 
Price shall be adjusted from time to time by the Company as follows:

		(a)	In case the Company shall hereafter pay a dividend 
or make a distribution to all holders of the outstanding Common 
Stock in shares of Common Stock, the Conversion Price in effect 
at the opening of business on the date following the date fixed 
for the determination of shareholders entitled to receive such 
dividend or other distribution shall be reduced by multiplying 
such Conversion Price by a fraction of which the numerator 
shall be the number of shares of Common Stock outstanding at 
the close of business on the date fixed for such determination 
and the denominator shall be the sum of such number of shares 
and the total number of shares constituting such dividend or 
other distribution, such reduction to become effective 
immediately after the opening of business on the day following 
the date fixed for such determination.  The Company will not 
pay any dividend or make any distribution on shares of Common 
Stock held in the treasury of the Company.  If any dividend or 
distribution of the type described in this Section 15.5(a) is 
declared but not so paid or made, the Conversion Price shall 
again be adjusted to the Conversion Price which would then be 
in effect if such dividend or distribution had not been 
declared.

		(b)	In case the Company shall issue rights or warrants 
to all holders of its outstanding shares of Common Stock 
entitling them (for a period expiring within 45 days after the 
date fixed for determination of shareholders entitled to 
receive such rights or warrants) to subscribe for or purchase 
shares of Common Stock at a price per share less than the 
Current Market Price (as defined below) on the date fixed for 
determination of shareholders entitled to receive such rights 
or warrants, the Conversion Price shall be adjusted so that the 
same shall equal the price determined by multiplying the 
Conversion Price in effect immediately prior to the date fixed 
for determination of shareholders entitled to receive such 
rights or warrants by a fraction of which the numerator shall 
be the number of shares of Common Stock outstanding at the 
close of business on the date fixed for determination of 
shareholders entitled to receive such rights and warrants plus 
the number of shares which the aggregate offering price of the 
total number of shares so offered would purchase at such Cur-
rent Market Price, and of which the denominator shall be the 
number of shares of Common Stock outstanding on the date fixed 
for determination of shareholders entitled to receive such 
rights and warrants plus the total number of additional shares 
of Common Stock offered for subscription or purchase.  Such 
adjustment shall be successively made whenever any such rights 
and warrants are issued, and shall become effective immediately 
after the opening of business on the day following the date 
fixed for determination of shareholders entitled to receive 
such rights or warrants.  To the extent that shares of Common 
Stock are not delivered after the expiration of such rights or 
warrants, the Conversion Price shall be readjusted to the 
Conversion Price which would then be in effect had the 
adjustments made upon the issuance of such rights or warrants 
been made on the basis of delivery of only the number of shares 
of Common Stock actually delivered.  In the event that such 
rights or warrants are not so issued, the Conversion Price 
shall again be adjusted to be the Conversion Price which would 
then be in effect if such date fixed for the determination of 
shareholders entitled to receive such rights or warrants had 
not been fixed.

		(c)	In case outstanding shares of Common Stock shall be 
subdivided into a greater number of shares of Common Stock, the 
Conversion Price in effect at the opening of business on the 
day following the day upon which such subdivision becomes 
effective shall be proportionately reduced, and conversely, in 
case outstanding shares of Common Stock shall be combined into 
a smaller number of shares of Common Stock, the Conversion 
Price in effect at the opening of business on the day following 
the day upon which such combination becomes effective shall be 
proportionately increased, such reduction or increase, as the 
case may be, to become effective immediately after the opening 
of business on the day following the day upon which such 
subdivision or combination becomes effective.

		(d)	In case the Company shall, by dividend or 
otherwise, distribute to all holders of its Common Stock shares 
of any class of capital stock of the Company (other than any 
dividends or distributions to which Section 15.5(a) applies) or 
evidences of its indebtedness or assets (including securities, 
but excluding any rights or warrants referred to in 
Section 15.5(b), and excluding any dividend or distribution (x) 
in connection with the liquidation, dissolution or winding up 
of the Company, whether voluntary or involuntary, (y) paid 
exclusively in cash or (z) referred to in Section 15.5(a) (any 
of the foregoing hereinafter in this Section 15.5(d) called the 
"Securities")), then, in each such case, unless the Company 
elects to reserve such Securities for distribution to the 
Noteholders upon the conversion of the Notes so that any such 
holder converting Notes will receive upon such conversion, in 
addition to the shares of Common Stock to which such holder is 
entitled, the amount and kind of such Securities which such 
holder would have received if such holder had, immediately 
prior to the Record Date (as defined below) for such 
distribution of the Securities, converted its Notes into Common 
Stock, the Conversion Price shall be reduced so that the same 
shall be equal to the price determined by multiplying the 
Conversion Price in effect on the Record Date by a fraction of 
which the numerator shall be the Current Market Price per share 
of the Common Stock on the Record Date less the fair market 
value (as determined by the Board of Directors or, to the 
extent permitted by applicable law, a duly authorized committee 
thereof, whose determination shall be conclusive, and described 
in a resolution of the Board of Directors or such duly 
authorized committee, as the case may be), on the Record Date 
of the portion of the Securities so distributed applicable to 
one share of Common Stock and the denominator shall be the 
Current Market Price per share of the Common Stock, such reduc-
tion to become effective immediately prior to the opening of 
business on the day following such Record Date; provided, 
however, that in the event the then fair market value (as so 
determined) of the portion of the Securities so distributed 
applicable to one share of Common Stock is equal to or greater 
than the Current Market Price of the Common Stock on the Record 
Date, in lieu of the foregoing adjustment, adequate provision 
shall be made so that each Noteholder shall have the right to 
receive upon conversion the amount of Securities such holder 
would have received had such holder converted each Note on the 
Record Date.  In the event that such dividend or distribution 
is not so paid or made, the Conversion Price shall again be 
adjusted to be the Conversion Price which would then be in 
effect if such dividend or distribution had not been declared.  
If the Board of Directors (or, to the extent permitted by 
applicable law, a duly authorized committee thereof) determines 
the fair market value of any distribution for purposes of this 
Section 15.5(d) by reference to the actual or when issued 
trading market for any securities, it must in doing so consider 
the prices in such market over the same period used in 
computing the Current Market Price of the Common Stock.

		The Company will promptly amend the Rights Agreement (in 
no event later than December 31, 1994) (the "Rights Agreement 
Amendment") to provide that upon conversion of any Note or 
portion thereof the Noteholder will receive, in addition to the 
Common Stock issuable upon such conversion, the Rights which 
would have attached to such shares of Common Stock if the 
Rights had not become separated from the Common Stock pursuant 
to the provisions of the Rights Agreement.  In the event that 
the Company implements any new shareholders' rights plan (a 
"New Rights Agreement"), such New Rights Agreement shall 
provide that upon conversion of the Notes the holders will 
receive, in addition to the Common Stock issuable upon such 
conversion, such Rights (whether or not such Rights have 
separated from Common Stock at the time of conversion) issuable 
pursuant to such New Rights Agreement.  

		Rights or warrants distributed by the Company to all 
holders of Common Stock entitling the holders thereof to 
subscribe for or purchase shares of the Company's capital stock 
(either initially or under certain circumstances), which rights 
or warrants, until the occurrence of a specified event or 
events ("Trigger Event"):  (i) are deemed to be transferred 
with such shares of Common Stock; (ii) are not exercisable; and 
(iii) are also issued in respect of future issuances of Common 
Stock, shall be deemed not to have been distributed for 
purposes of this Section 15.5 (and no adjustment to the 
Conversion Price under this Section 15.5) will be required 
until the occurrence of the earliest Trigger Event.  If any 
such rights or warrants, including any such existing rights or 
warrants distributed prior to the date of this Indenture 
(including the Rights), are subject to Trigger Events, upon the 
satisfaction of each of which such rights or warrants shall 
become exercisable to purchase different securities, evidences 
of indebtedness or other assets, then the occurrence of each 
such Trigger Event shall be deemed to be such date of issuance 
and record date with respect to new rights or warrants (and a 
termination or expiration of the existing rights or warrants 
without exercise by the holder thereof) (so that, by way of 
illustration and not limitation, the dates of issuance of any 
Rights shall be deemed to be the dates on which such Rights 
become exercisable to purchase capital stock of the Company, 
and not the date on which such Rights may be issued, or may 
become evidenced by separate certificates, if such Rights are 
not then so exercisable).  In addition, in the event of any 
distribution of rights or warrants, or any Trigger Event with 
respect thereto (including the Rights), that was counted for 
purposes of calculating a distribution amount for which an 
adjustment to the Conversion Price under this Section 15.5 was 
made, (1) in the case of any such rights or warrants which 
shall all have been redeemed or repurchased without exercise by 
any holders thereof, the Conversion Price shall be readjusted 
upon such final redemption or repurchase to give effect to such 
distribution or Trigger Event, as the case may be, as though it 
were a cash distribution, equal to the par share redemption or 
repurchase price received by a holder or holders of Common 
Stock with respect to such rights or warrants (assuming such 
holder had retained such rights or warrants), made to all 
holders of Common Stock as of the date of such redemption or 
repurchase, and (2) in the case of such rights or warrants 
(including the Rights) which shall have expired or been ter-
minated without exercise by any holders thereof, the Conversion 
Price shall be readjusted as if such rights and warrants had 
not been issued.  

		For purposes of this Section 15.5(d) and Sections 15.5(a) 
and (b), any dividend or distribution to which this Section 
15.5(d) is applicable that also includes shares of Common 
Stock, or rights or warrants to subscribe for or purchase 
shares of Common Stock (or both), shall be deemed instead to be 
(1) a dividend or distribution of the evidences of indebted-
ness, assets or shares of capital stock other than such shares 
of Common Stock or rights or warrants (and any Conversion Price 
reduction required by this Section 15.5(d) with respect to such 
dividend or distribution shall then be made) immediately 
followed by (2) a dividend or distribution of such shares of 
Common Stock or such rights or warrants (and any further 
Conversion Price reduction required by Sections 15.5(a) and (b) 
with respect to such dividend or distribution shall then be 
made, except (A) the Record Date of such dividend or 
distribution shall be substituted as "the date fixed for the 
determination of shareholders entitled to receive such dividend 
or other distribution" and "the date fixed for such determina-
tion" within the meaning of Sections 15.5(a) and (b) and 
(B) any shares of Common Stock included in such dividend or 
distribution shall not be deemed "outstanding at the close of 
business on the date fixed for such determination" within the 
meaning of Section 15.5(a).

		(e)	In case the Company shall, by dividend or 
otherwise, distribute to all holders of its Common Stock cash 
(excluding (x) any quarterly cash dividend on the Common Stock 
to the extent the aggregate cash dividend per share of Common 
Stock in any fiscal quarter does not exceed the greater of (A) 
the amount per share of Common Stock of the next preceding 
quarterly cash dividend on the Common Stock to the extent not 
requiring any adjustment of the Conversion Price pursuant to 
this Section 15.5(e) (as adjusted to reflect subdivisions or 
combinations of the Common Stock), and (B) 3.75% of the Current 
Market Price) of the Common Stock on the Trading Day (as 
defined in Section 15.5(g)) next preceding the date of 
declaration of such dividend and (y) any dividend or distribu-
tion in connection with the liquidation, dissolution or winding 
up of the Company, whether voluntary or involuntary), then, in 
such case, unless the Company elects to reserve such cash for 
distribution to the holders of the Notes upon the conversion of 
the Notes so that any such holder converting Notes will receive 
upon such conversion, in addition to the shares of Common Stock 
to which such holder is entitled, the amount of cash which such 
holder would have received if such holder had, immediately 
prior to the Record Date for such distribution of cash, 
converted its Notes into Common Stock, the Conversion Price 
shall be reduced so that the same shall equal the price 
determined by multiplying the Conversion Price in effect 
immediately prior to the Record Date by a fraction of which the 
numerator shall be the Current Market Price of the Common Stock 
on the Record Date less the amount of cash so distributed (and 
not excluded as provided above) applicable to one share of 
Common Stock and the denominator shall be such Current Market 
Price of the Common Stock, such reduction to be effective 
immediately prior to the opening of business on the day 
following the Record Date; provided, however, that in the event 
the portion of the cash so distributed applicable to one share 
of Common Stock is equal to or greater than the Current Market 
Price of the Common Stock on the Record Date, in lieu of the 
foregoing adjustment, adequate provision shall be made so that 
each Noteholder shall have the right to receive upon conversion 
the amount of cash such holder would have received had such 
holder converted each Note on the Record Date.  In the event 
that such dividend or distribution is not so paid or made, the 
Conversion Price shall again be adjusted to be the Conversion 
Price which would then be in effect if such dividend or 
distribution had not been declared.  If any adjustment is 
required to be made as set forth in this Section 15.5(e) as a 
result of a distribution that is a quarterly dividend, such 
adjustment shall be based upon the amount by which such 
distribution exceeds the amount of the quarterly cash dividend 
permitted to be excluded pursuant hereto.  If an adjustment is 
required to be made as set forth in this Section 15.5(e) above 
as a result of a distribution that is not a quarterly dividend, 
such adjustment shall be based upon the full amount of the 
distribution.

		(f)	In case a tender or exchange offer made by the 
Company or any subsidiary for all or any portion of the Common 
Stock shall expire and such tender or exchange offer shall 
involve the payment by the Company or such subsidiary of 
consideration per share of Common Stock having a fair market 
value (as determined by the Board of Directors or, to the 
extent permitted by applicable law, a duly authorized committee 
thereof, whose determination shall be conclusive, and described 
in a resolution of the Board of Directors or such duly 
authorized committee thereof, as the case may be, at the last 
time (the "Expiration Time") tenders or exchanges may be made 
pursuant to such tender or exchange offer (as it shall have 
been amended), that exceeds the Current Market Price of the 
Common Stock on the Trading Day next succeeding the Expiration 
Time, the Conversion Price shall be reduced so that the same 
shall equal the price determined by multiplying the Conversion 
Price in effect immediately prior to the Expiration Time by a 
fraction of which the numerator shall be the number of shares 
of Common Stock outstanding (including any tendered or 
exchanged shares) on the Expiration Time multiplied by the 
Current Market Price of the Common Stock on the Trading Day 
next succeeding the Expiration Time and the denominator shall 
be the sum of (x) the fair market value (determined as 
aforesaid) of the aggregate consideration payable to 
shareholders based on the acceptance (up to any maximum 
specified in the terms of the tender or exchange offer) of all 
shares validly tendered or exchanged and not withdrawn as of 
the Expiration Time (the shares deemed so accepted, up to any 
such maximum, being referred to as the "Purchased Shares") and 
(y) the product of the number of shares of Common Stock 
outstanding (less any Purchased Shares) on the Expiration Time 
and the Current Market Price of the Common Stock on the Trading 
Day next succeeding the Expiration Time, such reduction to 
become effective immediately prior to the opening of business 
on the day following the Expiration Time.  In the event that 
the Company is obligated to purchase shares pursuant to any 
such tender or exchange offer, but the Company is permanently 
prevented by applicable law from effecting any such purchases 
or all such purchases are rescinded, the Conversion Price shall 
again be adjusted to be the Conversion Price which would then 
be in effect if such tender or exchange offer had not been 
made.

		(g)	For purposes of this Section 15.5, the following 
terms shall have the meaning indicated:

			(1)	"Closing Price" with respect to any 
securities on any day shall mean the closing sale price 
regular way on such day or, in case no such sale takes 
place on such day, the average of the reported closing 
bid and asked prices, regular way, in each case on the 
New York Stock Exchange, or, if such security is not 
listed or admitted to trading on such Exchange, on the 
principal national security exchange or quotation system 
on which such security is quoted or listed or admitted to 
trading, or, if not quoted or listed or admitted to 
trading on any national securities exchange or quotation 
system, the average of the closing bid and asked prices 
of such security on the over-the-counter market on the 
day in question as reported by the National Quotation 
Bureau Incorporated, or a similar generally accepted 
reporting service, or if not so available, in such manner 
as furnished by any New York Stock Exchange member firm 
selected from time to time by the Board of Directors for 
that purpose, or a price determined in good faith by the 
Board of Directors or, to the extent permitted by appli-
cable law, a duly authorized committee thereof, whose 
determination shall be conclusive.

			(2)	"Current Market Price" shall mean the average 
of the daily Closing Prices per share of Common Stock for 
the ten consecutive Trading Days immediately prior to the 
date in question; provided, however, that (1) if the "ex" 
date (as hereinafter defined) for any event (other than 
the issuance or distribution or Fundamental Change 
requiring such computation) that requires an adjustment 
to the Conversion Price pursuant to Section 15.5(a), (b), 
(c), (d), (e) or (f) occurs during such ten consecutive 
Trading Days, the Closing Price for each Trading Day 
prior to the "ex" date for such other event shall be 
adjusted by multiplying such Closing Price by the same 
fraction by which the Conversion Price is so required to 
be adjusted as a result of such other event, (2) if the 
"ex" date for any event (other than the issuance, distri-
bution or Fundamental Change requiring such computation) 
that requires an adjustment to the Conversion Price pur-
suant to Section 15.5(a), (b), (c), (d), (e) or (f) 
occurs on or after the "ex" date for the issuance or 
distribution requiring such computation and prior to the 
day in question, the Closing Price for each Trading Day 
on and after the "ex" date for such other event shall be 
adjusted by multiplying such Closing Price by the 
reciprocal of the fraction by which the Conversion Price 
is so required to be adjusted as a result of such other 
event, and (3) if the "ex" date for the issuance, distri-
bution or Fundamental Change requiring such computation 
is prior to the day in question, after taking into 
account any adjustment required pursuant to clause (1) or 
(2) of this proviso, the Closing Price for each Trading 
Day on or after such "ex" date shall be adjusted by 
adding thereto the amount of any cash and the fair market 
value (as determined by the Board of Directors or, to the 
extent permitted by applicable law, a duly authorized 
committee thereof in a manner consistent with any deter-
mination of such value for purposes of Section 15.5(d) or 
(f), whose determination shall be conclusive and 
described in a resolution of the Board of Directors or 
such duly authorized committee thereof, as the case may 
be) of the evidences of indebtedness, shares of capital 
stock or assets being distributed applicable to one share 
of Common Stock as of the close of business on the day 
before such "ex" date.  For purposes of any computation 
under Section 15.5(f), the Current Market Price of the 
Common Stock on any date shall be deemed to be the 
average of the daily Closing Prices per share of Common 
Stock for such day and the next two succeeding Trading 
Days; provided, however, that if the "ex" date for any 
event (other than the tender or exchange offer requiring 
such computation) that requires an adjustment to the 
Conversion Price pursuant to Section 15.5(a), (b), (c), 
(d), (e) or (f) occurs on or after the Expiration Time 
for the tender or exchange offer requiring such computa-
tion and prior to the day in question, the Closing Price 
for each Trading Day on and after the "ex" date for such 
other event shall be adjusted by multiplying such Closing 
Price by the reciprocal of the fraction by which the 
Conversion Price is so required to be adjusted as a 
result of such other event.  For purposes of this para-
graph, the term "ex" date, (1) when used with respect to 
any issuance or distribution, means the first date on 
which the Common Stock trades regular way on the relevant 
exchange or in the relevant market from which the Closing 
Price was obtained without the right to receive such 
issuance or distribution, (2) when used with respect to 
any subdivision or combination of shares of Common Stock, 
means the first date on which the Common Stock trades 
regular way on such exchange or in such market after the 
time at which such subdivision or combination becomes 
effective, and (3) when used with respect to any tender 
or exchange offer means the first date on which the 
Common Stock trades regular way on such exchange or in 
such market after the Expiration Time of such offer.

			(3)	"fair market value" shall mean the amount 
which a willing buyer would pay a willing seller in an 
arm's length transaction.

			(4)	"Record Date" shall mean, with respect to any 
dividend, distribution or other transaction or event in 
which the holders of Common Stock have the right to 
receive any cash, securities or other property or in 
which the Common Stock (or other applicable security) is 
exchanged for or converted into any combination of cash, 
securities or other property, the date fixed for determi-
nation of shareholders entitled to receive such cash, 
securities or other property (whether such date is fixed 
by the Board of Directors or by statute, contract or 
otherwise).

			(5)	"Trading Day" shall mean (x) if the 
applicable security is listed or admitted for trading on 
the New York Stock Exchange or another national security 
exchange, a day on which the New York Stock Exchange or 
another national security exchange is open for business 
or (y) if the applicable security is quoted on the Nasdaq 
National Market, a day on which trades may be made on 
thereon or (z) if the applicable security is not so 
listed, admitted for trading or quoted, any day other 
than a Saturday or Sunday or a day on which banking 
institutions in the State of New York are authorized or 
obligated by law or executive order to close.

		(h)	The Company may make such reductions in the 
Conversion Price, in addition to those required by 
Sections 15.5 (a), (b), (c), (d), (e) and (f), as the Board of 
Directors considers to be advisable to avoid or diminish any 
income tax to holders of Common Stock or rights to purchase 
Common Stock resulting from any dividend or distribution of 
stock (or rights to acquire stock) or from any event treated as 
such for income tax purposes.  To the extent permitted by 
applicable law, the Company from time to time may reduce the 
Conversion Price by any amount for any period of time if the 
period is at least 20 days, the reduction is irrevocable during 
the period and the Board of Directors (or, to the extent 
permitted by applicable law, a duly authorized committee 
thereof) shall have made a determination that such reduction 
would be in the best interests of the Company, which 
determination shall be conclusive.  Whenever the Conversion 
Price is reduced pursuant to the preceding sentence, the 
Company shall mail to holders of record of the Notes a notice 
of the reduction at least 15 days prior to the date the reduced 
Conversion Price takes effect, and such notice shall state the 
reduced Conversion Price and the period during which it will be 
in effect.

		(i)	No adjustment in the Conversion Price shall be 
required unless such adjustment would require an increase or 
decrease of at least 1% in such price; provided, however, that 
any adjustments which by reason of this Section 15.5(i) are not 
required to be made shall be carried forward and taken into 
account in any subsequent adjustment.  All calculations under 
this Article XV shall be made by the Company and shall be made 
to the nearest cent or to the nearest one hundredth of a share, 
as the case may be.  

		(j)	Whenever the Conversion Price is adjusted as herein 
provided, the Company shall promptly file with the Trustee and 
any conversion agent other than the Trustee an Officers' 
Certificate setting forth the Conversion Price after such 
adjustment and setting forth a brief statement of the facts 
requiring such adjustment.  Promptly after delivery of such 
certificate, the Company shall prepare a notice of such 
adjustment of the Conversion Price setting forth the adjusted 
Conversion Price and the date on which each adjustment becomes 
effective and shall mail such notice of such adjustment of the 
Conversion Price to the holder of each Note at his last address 
appearing on the Note register provided for in Section 2.5 of 
this Indenture, within 20 days after execution thereof.  
Failure to deliver such notice shall not effect the legality or 
validity of any such adjustment.

		(k)	In any case in which this Section 15.5 provides 
that an adjustment shall become effective immediately after a 
record date for an event, the Company may defer until the 
occurrence of such event (i) issuing to the holder of any Note 
converted after such record date and before the occurrence of 
such event the additional shares of Common Stock issuable upon 
such conversion by reason of the adjustment required by such 
event over and above the Common Stock issuable upon such 
conversion before giving effect to such adjustment and (ii) 
paying to such holder any amount in cash in lieu of any 
fraction pursuant to Section 15.3.

	Section 15.6  Effect of Reclassification, Consolidation, Merger 
or Sale.  If any of the following events occur, namely (i) any 
reclassification or change of outstanding shares of Common Stock 
(other than a change in par value, or from par value to no par value, 
or from no par value to par value, or as a result of a subdivision or 
combination), (ii) any consolidation, merger or combination of the 
Company with another corporation as a result of which holders of 
Common Stock shall be entitled to receive stock, securities or other 
property or assets (including cash) with respect to or in exchange 
for such Common Stock, or (iii) any sale or conveyance of the 
properties and assets of the Company as, or substantially as, an 
entirety to any other corporation as a result of which holders of 
Common Stock shall be entitled to receive stock, securities or other 
property or assets (including cash) with respect to or in exchange 
for such Common Stock, then the Company or the successor or 
purchasing corporation, as the case may be, shall execute with the 
Trustee a supplemental indenture (which shall conform to the Trust 
Indenture Act as in force at the date of execution of such 
supplemental indenture) providing that such Note shall be convertible 
into the kind and amount of shares of stock and other securities or 
property or assets (including cash) receivable upon such 
reclassification, change, consolidation, merger, combination, sale or 
conveyance by a holder of a number of shares of Common Stock issuable 
upon conversion of such Notes (assuming, for such purposes, a 
sufficient number of authorized shares of Common Stock available to 
convert all such Notes) immediately prior to such reclassification, 
change, consolidation, merger, combination, sale or conveyance 
assuming such holder of Common Stock did not exercise his rights of 
election, if any, as to the kind or amount of securities, cash or 
other property receivable  upon such consolidation, merger, statutory 
exchange, sale or conveyance (provided that, if the kind or amount of 
securities, cash or other property receivable upon such 
consolidation, merger, statutory exchange, sale or conveyance is not 
the same for each share of Common Stock in respect of which such 
rights of election shall not have been exercised ("non-electing 
share"), then for the purposes of this Section 15.6 the kind and 
amount of securities, cash or other property receivable upon such 
consolidation, merger, statutory exchange, sale or conveyance for 
each non-electing share shall be deemed to be the kind and amount so 
receivable per share by a plurality of the non-electing shares.  Such 
supplemental indenture shall provide for adjustments which shall be 
as nearly equivalent as may be practicable to the adjustments 
provided for in this Article.

	The Company shall cause notice of the execution of such 
supplemental indenture to be mailed to each holder of Notes, at his 
address appearing on the Note register provided for in Section 2.5 of 
this Indenture, within 20 days after execution thereof.  Failure to 
deliver such notice shall not affect the legality or validity of such 
supplemental indenture.

	The above provisions of this Section shall similarly apply to 
successive reclassifications, changes, consolidations, mergers, 
combinations, sales and conveyances.

	Section 15.7  Taxes on Shares Issued.  The issue of stock 
certificates on conversions of Notes shall be made without charge to 
the converting Noteholder for any tax in respect of the issue 
thereof.  The Company shall not, however, be required to pay any tax 
which may be payable in respect of any transfer involved in the issue 
and delivery of stock in any name other than that of the holder of 
any Note converted, and the Company shall not be required to issue or 
deliver any such stock certificate unless and until the person or 
persons requesting the issue thereof shall have paid to the Company 
the amount of such tax or shall have established to the satisfaction 
of the Company that such tax has been paid.

	Section 15.8  Reservation of Shares; Shares to Be Fully Paid; 
Compliance with Governmental Requirements; Listing of Common Stock.  
The Company shall provide, free from preemptive rights, out of its 
authorized but unissued shares or shares held in treasury, sufficient 
shares of Common Stock to provide for the conversion of the Notes 
from time to time as such Notes are presented for conversion.

	Before taking any action which would cause an adjustment 
reducing the Conversion Price below the then par value, if any, of 
the shares of Common Stock issuable upon conversion of the Notes, the 
Company will take all corporate action which may, in the opinion of 
its counsel, be necessary in order that the Company may validly and 
legally issue shares of such Common Stock at such adjusted Conversion 
Price.

	The Company covenants that all shares of Common Stock which may 
be issued upon conversion of Notes will upon issue be fully paid and 
non-assessable by the Company and free from all taxes, liens and 
charges with respect to the issue thereof.

	The Company covenants that if any shares of Common Stock to be 
provided for the purpose of conversion of Notes hereunder require 
registration with or approval of any governmental authority under any 
federal or state law before such shares may be validly issued upon 
conversion, the Company will in good faith and as expeditiously as 
possible endeavor to secure such registration or approval, as the 
case may be.

	The Company further covenants that if at any time the Common 
Stock shall be listed on the Nasdaq National Market or any other 
national securities exchange or automated quotation system the 
Company will, if permitted by the rules of such exchange or automated 
quotation system, list and keep listed, so long as the Common Stock 
shall be so listed on such exchange or automated quotation system, 
all Common Stock issuable upon conversion of the Notes; provided, 
however, that if the Company is permitted by the rules of such 
exchange or automated quotation system to list such Common Stock 
after the first conversion of the Notes into Common Stock in 
accordance with the provisions of this Indenture, the Company 
covenants to list such Common Stock issuable upon conversion of the 
Notes in accordance with the requirements of such exchange or 
automated quotation system at such time.

	Section 15.9  Responsibility of Trustee.  The Trustee and any 
other conversion agent shall not at any time be under any duty or 
responsibility to any holder of Notes to determine whether any facts 
exist which may require any adjustment of the Conversion Price, or 
with respect to the nature or extent or calculation of any such 
adjustment when made, or with respect to the method employed, or 
herein or in any supplemental indenture provided to be employed, in 
making the same.  The Trustee and any other conversion agent shall 
not be accountable with respect to the validity or value (or the kind 
or amount) of any shares of Common Stock, or of any securities or 
property, which may at any time be issued or delivered upon the 
conversion of any Note; and the Trustee and any other conversion 
agent make no representations with respect thereto.  Subject to the 
provisions of Section 8.1, neither the Trustee nor any conversion 
agent shall be responsible for any failure of the Company to issue, 
transfer or deliver any shares of Common Stock or stock certificates 
or other securities or property or cash upon the surrender of any 
Note for the purpose of conversion or to comply with any of the 
duties, responsibilities or covenants of the Company contained in 
this Article.  Without limiting the generality of the foregoing, 
neither the Trustee nor any conversion agent shall be under any 
responsibility to determine the correctness of any provisions 
contained in any supplemental indenture entered into pursuant to 
Section 15.6 relating either to the kind or amount of shares of stock 
or securities or property (including cash) receivable by Noteholders 
upon the conversion of their Notes after any event referred to in 
such Section 15.6 or to any adjustment to be made with respect 
thereto, but, subject to the provisions of Section 8.1, may accept as 
conclusive evidence of the correctness of any such provisions, and 
shall be protected in relying upon, the Officers' Certificate (which 
the Company shall be obligated to file with the Trustee prior to the 
execution of any such supplemental indenture) with respect thereto.

	Section 15.10  Notice to Holders Prior to Certain Actions.  In 
case:

		(a)	the Company shall declare a dividend (or any other 
distribution) on its Common Stock that would require an 
adjustment pursuant to Section 15.5; or

		(b)	the Company shall authorize the granting to the 
holders of its Common Stock of rights or warrants to subscribe 
for or purchase any share of any class or any other rights or 
warrants; or

		(c)	of any reclassification or reorganization of the 
Common Stock of the Company (other than a subdivision or 
combination of its outstanding Common Stock, or a change in par 
value, or from par value to no par value, or from no par value 
to par value), or of any consolidation or merger to which the 
Company is a party and for which approval of any shareholders 
of the Company is required, or of the sale or transfer of all 
or substantially all of the assets of the Company; or

		(d)	of the voluntary or involuntary dissolution, 
liquidation or winding-up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed 
to each holder of Notes at his address appearing on the Note register 
provided for in Section 2.5 of this Indenture, as promptly as 
possible but in any event at least 15 days prior to the applicable 
date hereinafter specified, a notice stating (x) the date on which a 
record date is to be taken for the purpose of such dividend, 
distribution or rights or warrants, or, if a record is not to be 
taken, the date as of which the holders of Common Stock of record to 
be entitled to such dividend, distribution or rights are to be 
determined, or (y) the date on which such reclassification, 
consolidation, merger, sale, transfer, dissolution, liquidation or 
winding-up is expected to become effective or occur, and the date as 
of which it is expected that holders of Common Stock of record shall 
be entitled to exchange their Common Stock for securities or other 
property deliverable upon such reclassification, consolidation, 
merger, sale, transfer, dissolution, liquidation or winding-up.  
Failure to give such notice, or any defect therein, shall not affect 
the legality or validity of such dividend, distribution, 
reclassification, consolidation, merger, sale, transfer, dissolution, 
liquidation or winding-up.


	ARTICLE XVI

	MISCELLANEOUS PROVISIONS

	Section 16.1  Provisions Binding on Company's Successors.  All 
the covenants, stipulations, promises and agreements in this 
Indenture contained by the Company shall bind its successors and 
assigns whether so expressed or not.

	Section 16.2  Official Acts by Successor Corporation.  Any act 
or proceeding by any provision of this Indenture authorized or 
required to be done or performed by any board, committee or officer 
of the Company shall and may be done and performed with like force 
and effect by the like board, committee or officer of any corporation 
that shall at the time be the lawful sole successor of the Company.

	Section 16.3  Addresses for Notices, Etc.  Any notice or demand 
which by any provision of this Indenture is required or permitted to 
be given or served by the Trustee or by the holders of Notes on the 
Company shall be deemed to have been sufficiently given or made, for 
all purposes if given or served by being deposited postage prepaid by 
registered or certified mail in a post office letter box addressed 
(until another address is filed by the Company with the Trustee) to 
3Com Corporation, 5400 Bayfront Plaza, P.O. Box 58154, Attention:  
General Counsel.  Any notice, direction, request or demand hereunder 
to or upon the Trustee shall be deemed to have been sufficiently 
given or made, for all purposes, if given or served by being 
deposited postage prepaid by registered or certified mail in a post 
office letter box addressed to the Corporate Trust Office, which 
office is, at the date as of which this Indenture is dated, located 
at Blue Hills Office Park, 150 Royall Street, Canton, Massachusetts, 
02021 Attention:  Corporate Trust Division (1994 3Com Corporation 
Indenture).

	The Trustee, by notice to the Company, may designate additional 
or different addresses for subsequent notices or communications.

	Any notice or communication mailed to a Noteholder shall be 
mailed to him by first class mail, postage prepaid, at his address as 
it appears on the Note register and shall be sufficiently given to 
him if so mailed within the time prescribed.

	Failure to mail a notice or communication to a Noteholder or 
any defect in it shall not affect its sufficiency with respect to 
other Noteholders.  If a notice or communication is mailed in the 
manner provided above, it is duly given, whether or not the addressee 
receives it.

	Section 16.4  Governing Law.  This Indenture and each Note 
shall be deemed to be a contract made under the laws of New York, and 
for all purposes shall be construed in accordance with the laws of 
New York.

	Section 16.5  Evidence of Compliance with Conditions Precedent; 
Certificates to Trustee.  Upon any application or demand by the 
Company to the Trustee to take any action under any of the provisions 
of this Indenture, the Company shall furnish to the Trustee an 
Officers' Certificate stating that all conditions precedent, if any, 
provided for in this Indenture relating to the proposed action have 
been complied with, and an Opinion of Counsel stating that, in the 
opinion of such counsel, all such conditions precedent have been 
complied with.

	Each certificate or opinion provided for in this Indenture and 
delivered to the Trustee with respect to compliance with a condition 
or covenant provided for in this Indenture shall include (1) a 
statement that the person making such certificate or opinion has read 
such covenant or condition; (2) a brief statement as to the nature 
and scope of the examination or investigation upon which the 
statement or opinion contained in such certificate or opinion is 
based; (3) a statement that, in the opinion of such person, he has 
made such examination or investigation as is necessary to enable him 
to express an informed opinion as to whether or not such covenant or 
condition has been complied with; and (4) a statement as to whether 
or not, in the opinion of such person, such condition or covenant has 
been complied with.

	Section 16.6  Legal Holidays.  In any case where the date of 
maturity of interest on or principal of the Notes or the date fixed 
for redemption of any Note will not be a Business Day, then payment 
of such interest on or principal of the Notes need not be made on 
such date, but may be made on the next succeeding Business Day with 
the same force and effect as if made on the date of maturity or the 
date fixed for redemption, and no interest shall accrue for the 
period from and after such date.

	Section 16.7  Trust Indenture Act.  This Indenture is hereby 
made subject to, and shall be governed by, the provisions of the 
Trust Indenture Act required to be part of and to govern indentures 
qualified under the Trust Indenture Act provided, however, that, 
unless otherwise required by law, notwithstanding the foregoing, this 
Indenture and the Notes issued hereunder shall not be subject to the 
provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 
of the Trust Indenture Act as now in effect or as hereafter amended 
or modified.  

	Section 16.8  No Security Interest Created.  Nothing in this 
Indenture or in the Notes, expressed or implied, shall be construed 
to constitute a security interest under the Uniform Commercial Code 
or similar legislation, as now or hereafter enacted and in effect, in 
any jurisdiction where property of the Company or its subsidiaries is 
located.

	Section 16.9  Benefits of Indenture.  Nothing in this Indenture 
or in the Notes, expressed or implied, shall give to any Person, 
other than the parties hereto, any paying agent, any authenticating 
agent, any Note registrar and their successors hereunder, the holders 
of Notes and the holders of Senior Indebtedness, any benefit or any 
legal or equitable right, remedy or claim under this Indenture.

	Section 16.10  Table of Contents, Headings, Etc.  The table of 
contents and the titles and headings of the articles and sections of 
this Indenture have been inserted for convenience of reference only, 
are not to be considered a part hereof, and shall in no way modify or 
restrict any of the terms or provisions hereof.

	Section 16.11  Authenticating Agent.  The Trustee may appoint 
an authenticating agent which shall be authorized to act on its 
behalf and subject to its direction in the authentication and 
delivery of Notes in connection with the original issuance thereof 
and transfers and exchanges of Notes hereunder, including under 
Sections 2.4, 2.5, 2.6, 2.7, 3.3 and 3.5, as fully to all intents and 
purposes as though the authenticating agent had been expressly 
authorized by this Indenture and those Sections to authenticate and 
deliver Notes.  For all purposes of this Indenture, the 
authentication and delivery of Notes by the authenticating agent 
shall be deemed to be authentication and delivery of such Notes "by 
the Trustee" and a certificate of authentication executed on behalf 
of the Trustee by an authenticating agent shall be deemed to satisfy 
any requirement hereunder or in the Notes for the Trustee's 
certificate of authentication.  Such authenticating agent shall at 
all times be a person eligible to serve as trustee hereunder pursuant 
to Section 8.9.

	Any corporation into which any authenticating agent may be 
merged or converted or with which it may be consolidated, or any 
corporation resulting from any merger, consolidation or conversion to 
which any authenticating agent shall be a party, or any corporation 
succeeding to the corporate trust business of any authenticating 
agent, shall be the successor of the authenticating agent hereunder, 
if such successor corporation is otherwise eligible under this 
Section 16.11, without the execution or filing of any paper or any 
further act on the part of the parties hereto or the authenticating 
agent or such successor corporation.

	Any authenticating agent may at any time resign by giving 
written notice of resignation to the Trustee and to the Company.  The 
Trustee may at any time terminate the agency of any authenticating 
agent by giving written notice of termination to such authenticating 
agent and to the Company.  Upon receiving such a notice of 
resignation or upon such a termination, or in case at any time any 
authenticating agent shall cease to be eligible under this Section, 
the Trustee shall promptly appoint a successor authenticating agent 
(which may be the Trustee), shall give written notice of such 
appointment to the Company and shall mail notice of such appointment 
to all holders of Notes as the names and addresses of such holders 
appear on the Note register.

	The Trustee agrees to pay to the authenticating agent from time 
to time reasonable compensation for its services, and the Trustee 
shall be entitled to be reimbursed for such payments, subject to 
Section 8.6.

	The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this 
Section 16.11 shall be applicable to any authenticating agent.

	Section 16.12  Execution in Counterparts.  This Indenture may 
be executed in any number of counterparts, each of which shall be an 
original, but such counterparts shall together constitute but one and 
the same instrument.

	The First National Bank of Boston hereby accepts the trusts in 
this Indenture declared and provided, upon the terms and conditions 
hereinabove set forth.


TRAILER HERE.	IN WITNESS WHEREOF, the parties hereto have 
caused this Indenture to be duly signed, and their respective 
corporate seals to be hereunto affixed and attested, all as of 
the date first written above.

						3COM CORPORATION


						By: /s/ Christopher B. Paisley 	

						Title:  Vice President, Finance and	
							       and Chief Financial Officer	

Attest:


                         
[SEAL]


						THE FIRST NATIONAL BANK OF BOSTON, as Trustee


						By: 	/s/ James E. Schultz

						Title: Senior Account Administrator 	

Attest:


                          
[SEAL]
							


	EXHIBIT A - FORM OF NOTE




	[FORM OF FACE OF NOTE]

	FORM OF LEGEND FOR GLOBAL NOTE:  UNLESS THIS CERTIFICATE IS 
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY 
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY 
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR 
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME 
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO 
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR 
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS 
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., 
HAS AN INTEREST HEREIN.

	THE NOTE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED 
(THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR 
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR 
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING 
SENTENCE.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS 
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN 
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN 
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) 
("INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. 
PERSON AND IS ACQUIRING THE NOTE EVIDENCED HEREBY IN AN 
OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN THREE 
YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY 
RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE 
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) 
TO 3COM CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE 
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE 
WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED 
STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO 
SUCH TRANSFER, FURNISHES TO THE FIRST NATIONAL BANK OF BOSTON, 
AS TRUSTEE, A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS 
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE 
NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED 
FROM SUCH TRUSTEE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE 
WITH RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO THE 
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 
SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT IT WILL 
DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS 
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS 
LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED 
HEREBY WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH 
NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON 
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND 
SUBMIT THIS NOTE TO THE FIRST NATIONAL BANK OF BOSTON, AS 
TRUSTEE.  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL 
ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, 
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE FIRST 
NATIONAL BANK OF BOSTON, AS TRUSTEE, SUCH CERTIFICATIONS, LEGAL 
OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO 
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN 
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE 
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THIS LEGEND 
WILL BE REMOVED AFTER THE EXPIRATION OF THREE YEARS FROM THE 
ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY.  AS USED 
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND 
"U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S 
UNDER THE SECURITIES ACT.  


	3Com Corporation

	10 1/4% CONVERTIBLE SUBORDINATED NOTE DUE 2001

No.1											
											
	3Com Corporation, a corporation duly organized and validly 
existing under the laws of the State of California (herein called the 
"Company"), which term includes any successor corporation under the 
Indenture referred to on the reverse hereof, for value received 
hereby promises to pay to ____________________, or registered 
assigns, the principal sum of _____________________  
________________________________________ DOLLARS on November 1, 2001, 
at the office or agency of the Company maintained for that purpose in 
the Borough of Manhattan, The City of New York, or, at the option of 
the holder of this Note, at the Corporate Trust, in such coin or 
currency of the United States of America as at the time of payment 
shall be legal tender for the payment of public and private debts, 
and to pay interest, semi-annually on May 1 and November 1 of each 
year, commencing May 1, 1995, on said principal sum at said office or 
agency, in like coin or currency, at the rate per annum of 10 1/4%, from 
the May 1 or November 1, as the case may be, next preceding the date 
of this Note to which interest has been paid or duly provided for, 
unless the date hereof is a date to which interest has been paid or 
duly provided for, in which case from the date of this Note, or 
unless no interest has been paid or duly provided for on the Notes, 
in which case from November 16, 1994, until payment of said principal 
sum has been made or duly provided for.  Notwithstanding the 
foregoing, if the date hereof is after any April 15 or October 15, as 
the case may be, and before the following May 1 or November 1, this 
Note shall bear interest from such May 1 or November 1; provided, 
however, that if the Company shall default in the payment of interest 
due on such May 1 or November 1, then this Note shall bear interest 
from the next preceding May 1 or November 1 to which interest has 
been paid or duly provided for or, if no interest has been paid or 
duly provided for on such Note, from November 16, 1994.  The interest 
so payable on any May 1 or November 1 will be paid to the person in 
whose name this Note (or one or more Predecessor Notes) is registered 
at the close of business on the record date, which shall be the April 
15 or October 15 (whether or not a Business Day) next preceding such 
May 1 or November 1; provided that any such interest not punctually 
paid or duly provided for shall be payable as provided in the 
Indenture.  Interest may, at the option of the Company, be paid by 
check mailed to the registered address of such person.

	The aggregate principal amount of the Note in global form 
represented hereby may from time to time be reduced or increased to 
reflect exchanges of a part of this Note in global form for 
definitive Notes or exchanges of definitive Notes for a part of this 
Note in global form or conversions or redemptions of a part of this 
Note in global form or cancellations of a part of this Note in global 
form or transfers of definitive Notes in return for a part of this 
Note in global form or transfers of a part of this Note in global 
form effected by delivery of definitive Notes, in each case, and in 
any such case, by means of notations on the Schedule of Exchanges, 
Conversions, Redemptions, Cancellations and Transfers on the last 
page hereof. Notwithstanding any provision of this Note to the 
contrary, (i) exchanges of a part of this Note in global form for 
definitive Notes, (ii) exchanges of definitive Notes for a part of 
this Note in global form, (iii) conversions or redemptions of a part 
of this Note in global form, (iv) cancellations of a part of this 
Note in global form, (v) transfers of definitive Notes in return for 
a part of this Note in global form and (vi) transfers of a part of 
this Note in global form effected by delivery of definitive Notes may 
be effected without the surrendering of this Note in global form, 
provided that appropriate notations on the Schedule of Exchanges, 
Conversions, Redemptions, Cancellations and Transfers are made by the 
Trustee, or the Custodian at the direction of the Trustee, to reflect 
the appropriate reduction or increase, as the case may be, in the 
aggregate principal amount of this Note in global form resulting 
therefrom or as a consequence thereof.

	Reference is made to the further provisions of this Note set 
forth on the reverse hereof, including, without limitation, 
provisions subordinating the payment of principal of and premium, if 
any, and interest on the Notes to the prior payment in full of all 
Senior Indebtedness, as defined in the Indenture, and provisions 
giving the holder of this Note the right to convert this Note into 
Common Stock of the Company on the terms and subject to the 
limitations referred to on the reverse hereof and as more fully 
specified in the Indenture.  Such further provisions shall for all 
purposes have the same effect as though fully set forth at this 
place.

	This Note shall be deemed to be a contract made under the laws 
of the State of New York, and for all purposes shall be construed in 
accordance with and governed by the laws of said State.

	This Note shall not be valid or become obligatory for any 
purpose until the certificate of authentication hereon shall have 
been manually signed by the Trustee or a duly authorized 
authenticating agent under the Indenture.

	IN WITNESS WHEREOF, the Company has caused this Note to be duly 
executed under its corporate seal.

						3COM CORPORATION


						By: 	
						    Title:








Dated: 				



[SEAL]



Attest:



                                  _
Secretary


	TRUSTEE'S CERTIFICATE OF AUTHENTICATION


	This is one of the Notes described in the within-named 
Indenture.


	                THE FIRST NATIONAL BANK OF BOSTON, as Trustee


				By: 							
		
					As Authenticating Agent (if different from Trustee)


				By: 							
		
					Authorized Signatory



	[FORM OF REVERSE OF NOTE]

	3Com Corporation

	10 1/4% CONVERTIBLE SUBORDINATED NOTE DUE 2001


	This Note is one of a duly authorized issue of Notes of the 
Company, designated as its 10 1/4% Convertible Subordinated Notes due 
2001 (herein called the "Notes"), limited to the aggregate principal 
amount of $110,000,000, all issued or to be issued under and pursuant 
to an Indenture dated as of November 1, 1994 (herein called the 
"Indenture"), between the Company and The First National Bank of 
Boston, as trustee (herein called the "Trustee"), to which Indenture 
and all indentures supplemental thereto reference is hereby made for 
a description of the rights, limitations of rights, obligations, 
duties and immunities thereunder of the Trustee, the Company and the 
holders of the Notes.

	In case an Event of Default, as defined in the Indenture, shall 
have occurred and be continuing, the principal of and accrued 
interest on all Notes may be declared, and upon said declaration 
shall become, due and payable, in the manner, with the effect and 
subject to the conditions provided in the Indenture.

	The Indenture contains provisions permitting the Company and 
the Trustee, with the consent of the holders of not less than a 
majority in aggregate principal amount of the Notes at the time 
outstanding, evidenced as in the Indenture provided, to execute 
supplemental indentures adding any provisions to or changing in any 
manner or eliminating any of the provisions of the Indenture or of 
any supplemental indenture or modifying in any manner the rights of 
the holders of the Notes; provided, however, that no such 
supplemental indenture shall (i) extend the fixed maturity of any 
Note, or reduce the rate or extend the time of payment of interest 
thereon, or reduce the principal amount thereof or premium, if any, 
thereon, or reduce any amount payable on redemption thereof, or 
impair or affect the right of any Noteholder to institute suit for 
the payment thereof, or make the principal thereof or interest or 
premium, if any, thereon payable in any coin or currency other than 
that provided in the Note, or modify the provisions of the Indenture 
with respect to the subordination of the Notes in a manner adverse to 
the Noteholders, or impair or change the obligation of the Company to 
make redemption of any Note upon the happening of a Fundamental 
Change in a manner adverse to the holder of the Notes, or impair the 
right to convert the Notes into Common Stock subject to the terms set 
forth in the Indenture, including Section 15.6 thereof, without the 
consent of the holder of each Note so affected or (ii) reduce the 
aforesaid percentage of Notes, the holders of which are required to 
consent to any such supplemental indenture, without the consent of 
the holders of all Notes then outstanding.  It is also provided in 
the Indenture that, prior to any declaration accelerating the 
maturity of the Notes, the holders of a majority in aggregate 
principal amount of the Notes at the time outstanding may on behalf 
of the holders of all of the Notes waive any past default or Event of 
Default under the Indenture and its consequences except a default in 
the payment of interest or any premium on or the principal of any of 
the Notes, a default in the payment of redemption price pursuant to 
Article III or a failure by the Company to convert any Notes into 
Common Stock of the Company.  Any such consent or waiver by the 
holder of this Note (unless revoked as provided in the Indenture) 
shall be conclusive and binding upon such holder and upon all future 
holders and owners of this Note and any Notes which may be issued in 
exchange or substitute hereof, irrespective of whether or not any 
notation thereof is made upon this Note or such other Notes.

	The indebtedness evidenced by the Notes is, to the extent and 
in the manner provided in the Indenture, expressly subordinate and 
subject in right of payment to the prior payment in full of all 
Senior Indebtedness of the Company, as defined in the Indenture, 
whether outstanding at the date of the Indenture or thereafter 
incurred, and this Note is issued subject to the provisions of the 
Indenture with respect to such subordination.  Each holder of this 
Note, by accepting the same, agrees to and shall be bound by such 
provisions and authorizes the Trustee on his behalf to take such 
action as may be necessary or appropriate to effectuate the 
subordination so provided and appoints the Trustee his attorney-in- 
fact for such purpose.

	No reference herein to the Indenture and no provision of this 
Note or of the Indenture shall alter or impair the obligation of the 
Company, which is absolute and unconditional, to pay the principal of 
and any premium and interest on this Note at the place, at the 
respective times, at the rate and in the coin or currency herein 
prescribed.

	Interest on the Notes shall be computed on the basis of a year 
of twelve 30-day months.

	The Notes are issuable in registered form without coupons in 
denominations of $1,000 and any multiple of $1,000.  At the office or 
agency of the Company referred to on the face hereof, and in the 
manner and subject to the limitations provided in the Indenture, 
without payment of any service charge but with payment of a sum 
sufficient to cover any tax or other governmental charge that may be 
imposed in connection with any registration or exchange of Notes, 
Notes may be exchanged for a like aggregate principal amount of Notes 
of other authorized denominations.

	The Notes will not be redeemable at the option of the Company 
prior to November 1, 1997.  On or after such date and prior to 
maturity the Notes may be redeemed at the option of the Company as a 
whole, or from time to time in part, upon mailing a notice of such 
redemption not less than 30 nor more than 60 days before the date 
fixed for redemption to the holders of Notes at their last registered 
addresses, all as provided in the Indenture, at the following 
optional redemption prices (expressed as percentages of the principal 
amount), together in each case with accrued interest to the date 
fixed for redemption.

	If redeemed during the 12-month period beginning November 1:

        Year      Percentage      Year      Percentage
        1997	     102.929%        1999	     101.464%
        1998	     102.196         2000	     100.732


and 100% at November 1, 2001; provided that if the date fixed for 
redemption is a May 1 or November 1, then the interest payable on 
such date shall be paid to the holder of record on the next preceding 
April 15 or October 15, respectively.

	The Notes are not subject to redemption through the operation 
of any sinking fund.  

	If a Fundamental Change (as defined in the Indenture) occurs at 
any time prior to November 1, 2001, the Notes will be redeemable on 
the 30th day after notice thereof at the option of the holder.  Such 
payment shall be made at the following prices (expressed as 
percentages of the principal amount) in the event of a Fundamental 
Change occurring during the 12-month period beginning November 1:

        Year      Percentage       Year      Percentage
        1994	     105.125%         1998	     102.196%
        1995	     104.393          1999	     101.464
        1996	     103.661          2000	     100.732
        1997	     102.929

and 100% at November 1, 2001; provided in each case that if the 
Applicable Price (as defined in the Indenture) is less than the 
Reference Market Price (as defined in the Indenture), the Company 
shall redeem such Notes at a price equal to the foregoing repayment 
price multiplied by the fraction obtained by dividing the Applicable 
Price by the Reference Market Price.  In each case, the Company shall 
also pay accrued interest, if any, on such Notes to the repayment 
date; provided that if such repayment date is May 1 or November 1, 
then the interest payable on such date shall be paid to the holder of 
record of the Note on the next preceding April 15 or October 15.  The 
Company shall mail to all holders of record of the Notes a notice of 
the occurrence of a Fundamental Change and of the redemption right 
arising as a result thereof on or before the 10th day after the 
occurrence of such Fundamental Change.

	Subject to the provisions of the Indenture, the holder hereof 
has the right, at its option, at any time after 60 days following 
original issuance of the Notes and prior to the close of business on 
November 1, 2001, or, as to all or any portion hereof called for 
redemption, prior to the close of business on the Business Day 
immediately preceding the date fixed for redemption (unless the 
Company shall default in payment due upon redemption thereof), to 
convert the principal hereof or any portion of such principal which 
is $1,000 or an integral multiple thereof, into that number of shares 
of Company's Common Stock, as said shares shall be constituted at the 
date of conversion, obtained by dividing the principal amount of this 
Note or portion thereof to be converted by the conversion price of 
$69_ or such conversion price as adjusted from time to time as 
provided in the Indenture, upon surrender of this Note, together with 
a conversion notice as provided in the Indenture, to the Company at 
the office or agency of the Company maintained for that purpose in 
the Borough of Manhattan, The City of New York, or at the option of 
such holder, the Corporate Trust Office, and, unless the shares 
issuable on conversion are to be issued in the same name as this 
Note, duly endorsed by, or accompanied by instruments of transfer in 
form satisfactory to the Company duly executed by, the holder or by 
his duly authorized attorney.  No adjustment in respect of interest 
or dividends will be made upon any conversion; provided, however, 
that if this Note shall be surrendered for conversion during the 
period from the close of business on any record date for the payment 
of interest to the opening of business on the following interest 
payment date, this Note (unless it or the portion being converted 
shall have been called for redemption during the period from the 
close of business on any record date for the payment of interest to 
the close of business on the following interest payment date) must be 
accompanied by an amount, in funds acceptable to the Company, equal 
to the interest payable on such interest payment date on the 
principal amount at maturity being converted; provided further, 
however, that no such payment shall be required if the Company 
exercises its right to redeem the Notes on November 1, 1997.  No 
fractional shares will be issued upon any conversion, but an 
adjustment in cash will be made, as provided in the Indenture, in 
respect of any fraction of a share which would otherwise be issuable 
upon the surrender of any Note or Notes for conversion.

	Any Notes called for redemption, unless surrendered for 
conversion on or before the close of business on the date fixed for 
redemption, may be deemed to be purchased from the holder of such 
Notes at an amount equal to the applicable redemption price, together 
with accrued interest to the date fixed for redemption, by one or 
more investment bankers or other purchasers who may agree with the 
Company to purchase such Notes from the holders thereof and convert 
them into Common Stock of the Company and to make payment for such 
Notes as aforesaid to the Trustee in trust for such holders.

	Upon due presentment for registration of transfer of this Note 
at the office or agency of the Company in the Borough of Manhattan, 
The City of New York, or at the option of the holder of this Note, at 
the Corporate Trust Office, a new Note or Notes of authorized 
denominations for an equal aggregate principal amount will be issued 
to the transferee in exchange thereof, subject to the limitations 
provided in the Indenture, without charge except for any tax or other 
governmental charge imposed in connection therewith.

	The Company, the Trustee, any authenticating agent, any paying 
agent, any conversion agent and any Note registrar may deem and treat 
the registered holder hereof as the absolute owner of this Note 
(whether or not this Note shall be overdue and notwithstanding any 
notation of ownership or other writing hereon made by anyone other 
than the Company or any Note registrar), for the purpose of receiving 
payment hereof, or on account hereof, for the conversion hereof and 
for all other purposes, and neither the Company nor the Trustee nor 
any other authenticating agent nor any paying agent nor any other 
conversion agent nor any Note registrar shall be affected by any 
notice to the contrary.  All payments made to or upon the order of 
such registered holder shall, to the extent of the sum or sums paid, 
satisfy and discharge liability for monies payable on this Note.

	No recourse for the payment of the principal of or any premium 
or interest on this Note, or for any claim based hereon or otherwise 
in respect hereof, and no recourse under or upon any obligation, 
covenant or agreement of the Company in the Indenture or any 
indenture supplemental thereto or in any Note, or because of the 
creation of any indebtedness represented thereby, shall be had 
against any incorporator, shareholder, officer or director, as such, 
past, present or future, of the Company or of any successor 
corporation, either directly or through the Company or any successor 
corporation, whether by virtue of any constitution, statute or rule 
of law or by the enforcement of any assessment or penalty or 
otherwise, all such liability being, by the acceptance hereof and as 
part of the consideration for the issue hereof, expressly waived and 
released.

	Terms used in this Note and defined in the Indenture are used 
herein as therein defined.


	ABBREVIATIONS


	The following abbreviations, when used in the inscription of 
the face of this Note, shall be construed as though they were written 
out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT -
TEN ENT - as tenants by the		                       Custodian
        		entireties		      	       (Cust)
JT TEN  - as joint tenants with	                    under
	        	right of survivorship	    (Minor)
	        	and not as tenants in
		        common
						                         	Uniform Gifts to
							                         Minors Act                    

                         										 (State)

	Additional abbreviations may also be used
	though not in the above list.


	CONVERSION NOTICE


To:	3Com Corporation

	The undersigned registered owner of this Note hereby 
irrevocably exercises the option to convert this Note, or the portion 
hereof (which is $1,000 or an integral multiple thereof) below 
designated, into shares of Common Stock of 3Com Corporation in 
accordance with the terms of the Indenture referred to in this Note, 
and directs that the shares issuable and deliverable upon such 
conversion, together with any check in payment for fractional shares 
and any Notes representing any unconverted principal amount hereof, 
be issued and delivered to the registered holder hereof unless a 
different name has been indicated below.  If shares or any portion of 
this Note not converted are to be issued in the name of a person 
other than the undersigned, the undersigned will check the 
appropriate box below and pay all transfer taxes payable with respect 
thereto.  Any amount required to be paid to the undersigned on 
account of interest accompanies this Note.


Dated: ________________________


						
	________________________________
							


						
	________________________________
							Signature(s)

Signature(s) must be 
guaranteed by a commercial 
bank or trust company or a 
member firm of a major 
stock exchange if shares of 
Common Stock are to be 
issued, or Notes to be 
delivered, other than to 
and in the name of the 
registered holder.


						
	_______________________________
							Signature Guarantee






Fill in for registration of
shares if to be issued, and
Notes if to be delivered,
other than to and in the name
of the registered holder:


_______________________________
(Name)


_______________________________
(Street Address)


_______________________________
(City, State and Zip Code)

Please print name and address


Principal amount to be 
converted         (if less 
than all):  
							          $__________


						
________________________________
Social Security or Other 
Taxpayer Identification Number



OPTION TO ELECT REPAYMENT
UPON A FUNDAMENTAL CHANGE


To:	3Com Corporation

	The undersigned registered owner of this Note hereby 
irrevocably acknowledges receipt of a notice from 3Com Corporation 
(the "Company") as to the occurrence of a Fundamental Change with 
respect to the Company and requests and instructs the Company to 
repay the entire principal amount of this Note, or the portion 
thereof (which is $1,000 or a multiple thereof) below designated, in 
accordance with the terms of the Indenture referred to in this Note 
at the redemption price, together with accrued interest to such date, 
to the registered holder hereof.


Dated: ________________________	________________________________


						
                               	________________________________
						                         	Signature(s)

                         							Principal amount to be converted
                                (if less than all):  
							                                  $__________

                         							NOTICE:  The above signatures of
                                the holder(s) hereof must
                                correspond with the name as
                                written upon the face of the
                                Note in every particular without 
                                alteration or enlargement or any
                                change whatever.


						
                               	________________________________
	                         						Social Security or Other 
                                Taxpayer Identification Number





	 ASSIGNMENT


	For value received ____________________________ hereby sell(s), 
assign(s) and transfer(s) unto ___________________________________            
(Please insert social security or other taxpayer identifying number 
of assignee) the within Note, and hereby irrevocably constitutes and 
appoints _________________________________________________________             
attorney to transfer the said Note on the books of the Company, with 
full power of substitution in the premises.

	In connection with any transfer of the within Note within three 
years of the date of original issuance of such Note, the undersigned 
confirms that such Note is being transferred:

         To 3Com Corporation or a subsidiary thereof; or

        	Pursuant to and in compliance with Rule 144A under
         the Securities Act of 1933, as amended; or

         To an Institutional Accredited Investor pursuant to
     	   and in compliance with the Securities Act of 1933,
		       as amended; or
 
        	Pursuant to and in compliance with Regulation S under
        	the Securities Act of 1933, as amended; or
   
         Pursuant to and in compliance with Rule 144 under
        	the Securities Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that 
such Note is not being transferred to an "affiliate" of the Company 
as defined in Rule 144 under the Securities Act of 1933, as amended 
(an "Affiliate").

        	The transferee is an Affiliate of the Company, as 
amended.


Dated:  ____________________			

									
										Signature(s)

  								Signature(s) must be guaranteed
							  	by a commercial bank or trust
						  		company or a member firm of a
						  		major stock exchange if shares
          of Common Stock are to be issued,
          or Notes to be delivered, other
          than to or in the name of the 
          registered holder.


									
									Signature Guarantee





	SCHEDULE OF EXCHANGES, CONVERSIONS, REDEMPTIONS, CANCELLATIONS
	AND TRANSFERS FOR DEFINITIVE DEBENTURES


	The following exchanges of a part of this Debenture in global 
form for definitive Debentures or of definitive Debentures for a part 
of this Debenture in global form have been made:


Date of
Exchange 

Amount of
decrease in
Principal Amount
of this Debenture
in global form

Amount of
increase in
Principal Amount
of this Debenture
in global form

Principal Amount
of this Debenture
in global form
following such
decrease or increase

Signature of
authorized officer
or trustee or
Debentures Custodian














 

	

EX-5

EXHIBIT 5.3






PRESS RELEASE

DATED NOVEMBER 8, 1994


[3Com Logo]	3Com Corporation	   		(408) 764-5000
          		5400 Bayfront Plaza			345546 Telex
		          P.O. Box 58145
		          Santa Clara, CA  95052-8145



For More Information:

Kate Patterson
3Com Investor Relations
(408) 764-6802


FOR IMMEDIATE RELEASE
November 8, 1994



	3COM ANNOUNCES PRIVATE CONVERTIBLE DEBT FINANCING


	SANTA CLARA, Calif. - 3Com Corporation (NASDAQ:COMS), a leading 
global data networking company, today concluded an agreement with 
investment banking firms for the private placement under Rule 144A of 
up to $110 million 10.25 percent convertible subordinated notes due 
2001.  The notes, non-callable for three years, are convertible into 
a maximum of 1,591,320 shares of 3Com common stock at a conversion 
price of $69.125 per share.  The transaction is expected to close 
next week.
	The proceeds will be used for general corporate purposes.
	The notes have not been and will not be registered under the 
Securities Act of 1933 and may not be offered or sold within the 
United States absent registration or an available exemption from such 
registration requirements.
	This announcement does not constitute an offer to sell or the 
solicitation of offers to buy any security and shall not constitute 
an offer, solicitation or sale of any security in any jurisdiction in 
which such offer, solicitation or sale would be unlawful.

	Founded in 1979, 3Com Corporation pioneered the data networking 
industry.  Today, 3Com offers customers a broad range of ISO 9000-
compliant global data networking solutions that include routers, 
hubs, remote access servers, switches and adapters for Ethernet, 
Token Ring, and high-speed networks.  3Com is a Fortune 500 company 
headquartered in Santa Clara, Calif. and maintains worldwide research 
and development, manufacturing, marketing, sales and support 
capabilities.