As filed with the Securities and Exchange Commission on June 22, 1995.
Registration No. 33-
______________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933


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



California                    3577                          94-2605794
(State or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
of incorporation or           Classification Number)        Identification
organization)                                               No.)

5400 Bayfront Plaza
Santa Clara, CA 95052-8145
(408) 764-5000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)



ERIC A. BENHAMOU
President and Chief Executive Officer
3Com CORPORATION
5400 Bayfront Plaza
Santa Clara, CA 95052-8145 
(408) 764-5000
(Name, address, including zip code, and telephone number, including area 
code, of agent for service)

Copies to:
		
BRADLEY J. ROCK, ESQ.             MARK D. MICHAEL, ESQ.
JOHN W. KUO, ESQ.                 General Counsel and Secretary
Gray Cary Ware & Freidenrich      3Com Corporation
A Professional Corporation        5400 Bayfront Plaza
400 Hamilton Avenue               Santa Clara, CA 95052-9145
Palo Alto, CA 94301

Approximate date of commencement of proposed sale to the public:  
As soon as practicable after the effective date of this Registration 
Statement.

If the only securities being registered on this Form are being 
offered pursuant to dividend or interest reinvestment plans, please 
check the following box: ___   

If any of the securities being registered on this Form are to be 
offered on a delayed or continuous basis pursuant to Rule 415 under the 
Securities Act of 1933, check the following box: _X_

If this Form is filed to register additional securities for an 
offering pursuant to Rule 462(b) under the Securities Act, please check 
the following box and list the Securities Act registration statement 
number of the earlier effective registration statement for the same 
offering. ___ 

If this Form is a post-effective amendment filed pursuant to Rule 
462(c) under the Securities Act, check the following box and list the 
Securities Act registration statement number of the earlier effective 
registration statement for the same offering. ___ 

___  If delivery of the prospectus is expected to be made pursuant to 
Rule 434, please check the following box.  




CALCULATION OF REGISTRATION FEE
				      
				Proposed    Proposed
Title of                        Maximum     Maximum       Amount
Each Class         Amount       Offering    Aggregate     of
of Securities      to be        Price Per   Offering      Registration
to be Registered   Registered   Share (1)   Price (1)     Fee  
- ----------------   ----------   ---------   ---------     ------------
Common Stock
(no par value)     483,309      $66.50      $32,140,049   $11,083
			    

(1)     Estimated solely for the purpose of computing the registration 
fee and based on the last sales price of the Common Stock of 3Com 
Corporation as reported on the Nasdaq National Market on June 20, 1995.

The Registrant hereby amends this Registration Statement on such date or 
dates as may be necessary to delay its effective date until the 
Registrant shall file a further amendment which specifically states that 
this Registration Statement shall thereafter become effective in 
accordance with Section 8(a) of the Securities Act of 1933 or until the 
Registration Statement shall become effective on such date as the 
Commission, acting pursuant to such Section 8(a), may determine.



483,309 Shares

3COM CORPORATION

Common Stock
- ----------------

	The 483,309 shares of Common Stock of 3Com Corporation ("3Com" or the
"Company") covered by this Prospectus (the "Shares") are outstanding shares
that may be sold from time to time by or on behalf of certain Shareholders
(the "Selling Shareholders") of the Company described in this Prospectus under
"Selling Shareholders."  The Selling Shareholders acquired the Shares from the
Company in a private transaction related to the Company's acquisition of all of
the outstanding stock of Sonix Communications Limited, a company formed and
registered in England ("Sonix").  The Company has agreed to register the Shares
under the Securities Act of 1933, as amended (the "Securities Act"), and to use
its best efforts to cause the registration statement covering the Shares to be
declared effective and to remain effective for up to two (2) years following
the date of the Acquisition and Exchange Agreement, dated March 22, 1995, by
and among 3Com and the Shareholders of Sonix (the "Acquisition Agreement").
The Company will not receive any of the proceeds from the sale of the Shares by
the Selling Shareholders.

	The Company has been advised by the Selling Shareholders that they may
sell all or a portion of the Shares from time to time in the Nasdaq National
Market, in negotiated transactions or otherwise, and on terms and at prices
then obtainable.  The Selling Shareholders and any broker-dealers, agents or
underwriters that participate with the Selling Shareholders in the
distribution of any of the Shares may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commission received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.  The Company
and the Selling Shareholders have agreed to certain indemnification
arrangements.  See "Plan of Distribution."

	The Company will bear the cost of preparing and printing the
Registration Statement, the Prospectus and any Prospectus Supplements and all
filing fees and legal and accounting expenses associated with registration
under federal and state securities laws.  The Selling Shareholders will pay
all other expenses related to the distribution of the Shares.  

	THE SHARES HAVE NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS
OF ANY STATE OR JURISDICTION AS OF THE DATE OF THIS PROSPECTUS.  BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION
OF THE SHARES UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH
TRANSACTIONS OCCUR, OR THE EXISTENCE OF ANY EXEMPTIONS FROM SUCH REGISTRATION.

	The Company's Common Stock is listed on the National Market of the
National Association of Securities Dealers, Inc. (the "NASD") and is traded
under the symbol "COMS".  On June 20, 1995, the last sales price of the
Company's Common Stock as reported on the NASD Automatic Quotation System was
$66.50.


	See "Risk Factors" beginning on page 3 hereof for information that
should be considered by prospective purchasers of the Shares offered hereby.


	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
	SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
	COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
	ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
	ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
	CONTRARY IS A CRIMINAL OFFENSE.


	The date of this Prospectus is June   , 1995.


AVAILABLE INFORMATION


	3Com Corporation ("3Com" or the "Company") is subject to the 
informational requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), and in accordance therewith files reports, 
proxy statements, and other information with the Securities and Exchange 
Commission (the "Commission").  Such reports, proxy statements and other 
information filed by the Company can be inspected and copied at the 
Commission's public reference room at 450 Fifth Street, N.W., 
Washington, D.C. 20549, as well as at the Regional Offices of the 
Commission located at 500 West Madison Street, Chicago, Illinois 60621 
and 75 Park Place, New York, New York 10007.  Copies of such material 
can be obtained by mail from the Public Reference Section of the 
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon 
payment of the fees prescribed by the Commission.

	The Company has also filed a Registration Statement (together with 
all amendments and exhibits thereto, the "Registration Statement") under 
the Securities Act of 1933, as amended (the "Securities Act") with the 
Commission.  This Prospectus does not contain all of the information set 
forth in the Registration Statement, certain parts of which are omitted 
in accordance with the rules and regulations of the Commission.  For 
further information, reference is made to the Registration Statement, 
copies of which may be obtained from the Public Reference Section of the 
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment 
of the fees prescribed by the Commission.

	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

	The following documents filed by the Company with the Commission 
pursuant to the Exchange Act are incorporated herein by reference:  
(1) the Company's Current Report on Form 8-K as filed on May 16, 1995, 
as amended, regarding the acquisition of Sonix Communications Limited; 
(2) the Company's Current Report on Form 8-K filed June 20, 1995 
regarding the acquisition of Primary Access Corporation; (3) the 
Company's Annual Report on Form 10-K for the year ended May 31, 1995 
filed June   , 1995; and (4) the description of the Company's Common 
Stock contained in the Company's Registration Statement on Form 8-A, as 
filed with the Commission on September 28, 1984. 

	All documents filed by the Company pursuant to Sections 13(a), 
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus 
and prior to the termination of this offering shall be deemed to be 
incorporated by reference herein and to be a part hereof from the date 
of filing of such documents.  Any statement incorporated by reference 
herein shall be deemed to be modified or superseded for purposes of this 
Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document which also is or is deemed to be 
incorporated by reference herein modifies or supersedes such statement. 
 Any statement so modified or superseded shall not be deemed, except as 
so modified or superseded, to constitute a part of this Prospectus.  

	The Company will provide without charge to each person to whom 
this Prospectus is delivered, upon written or oral request, a copy of 
any or all of the foregoing documents incorporated by reference in this 
Prospectus (other than any exhibits thereto).  Requests for such 
documents should be directed to 3Com Corporation at 5400 Bayfront Plaza, 
Santa Clara, CA  95052-8145, Attn:  General Counsel (phone number 408-
764-5000).


				    


THE COMPANY

	3Com designs, develops, manufactures, markets and supports a broad 
range of ISO 9000-compliant global data networking connectivity 
solutions for building/campus backbone, wide-area network ("WAN") 
backbone, workgroup, remote office and personal office environments.  
3Com offers virtually all the necessary components to build and manage 
these networking infrastructures, including routers, hubs, remote access 
servers, switches, adapters and network management for Ethernet, Token 
Ring, FDDI, ATM and other high-speed data networks.  As data networks 
have grown in size and importance and have become the primary computing 
environment for many organizations, customers are demanding increased 
performance, scalability and network access.  3Com's architecture for 
scaling performance and extending the reach of customers' data networks 
is called High Performance Scalable Networking ("HPSN").  HPSN 
encompasses the full breadth of 3Com's products and provides a blueprint 
for planning, implementing and managing customers' connectivity systems 
requirements.  With an emphasis on industry standards, interoperability 
and investment protection, 3Com solutions are designed to reduce the 
overall cost of network ownership.

	3Com's products are marketed worldwide through multiple indirect 
channels, such as systems integrators, value-added resellers, 
distributors and original equipment manufacturers, as well as directly 
to large customers.  3Com maintains sales offices in 22 countries, 
service and support centers on three continents and manufacturing and 
distribution centers in the U.S. and Europe.  3Com sells its products to 
a wide range of customers in a variety of markets, including financial 
services, education, government, healthcare, manufacturing and 
technology.

	3Com was incorporated in California in June 1979.  3Com's 
executive offices are located at 5400 Bayfront Plaza, Santa Clara, 
California 95052-8145; its telephone number at that address is (408) 
764-5000.

RISK FACTORS

	In addition to other information contained in this Prospectus or 
incorporated by reference, the following factors should be considered 
carefully in evaluating the Company and its business before purchasing 
the shares of Common Stock offered hereby.

	New Products and Technological Change.  The market for 3Com's 
products is characterized by rapid technological developments, evolving 
industry standards, changes in customer requirements, frequent new 
product introductions and enhancements and short product life cycles.  
3Com's success depends in substantial part upon its ability, on a cost-
effective and timely basis, to continue to enhance its existing products 
and to develop and introduce new products that take advantage of 
technological advances.  An unexpected change in one or more of the 
technologies affecting data networking or in market demand for products 
based on a particular technology could have a material adverse effect on 
3Com's operating results.  For instance, a large portion of 3Com's 
revenues is comprised of sales of products based on Ethernet technology. 
 3Com's operating results could be adversely affected if there is an 
unexpected change in demand for products based on such technology or if 
3Com does not respond timely and effectively to expected changes.  3Com 
is engaged in research and development activities in certain emerging 
LAN and WAN high-speed technologies, such as 100 Mbps Ethernet, ATM and 
ISDN.  There can be no assurance that 3Com will be able to timely and 
successfully develop new products to address new industry transmission 
standards and technological changes or to respond to new product 
announcements by others or that such products will achieve market 
acceptance.

	Competition.  3Com experiences and expects substantial additional 
competition from established and emerging computer, communications, 
intelligent network wiring and network management companies.  The 
primary competitors for 3Com's products are Bay Networks, Inc., 
Cabletron Systems, Inc., Cisco Systems, Intel Corporation and Standard 
Microsystems Corporation.  There can be no assurance that 3Com will be 
able to compete successfully in the future with existing competitors or 
new competitors.  The data networking industry has become increasingly 
competitive and 3Com's results may be adversely affected by the actions 
of existing or future competitors.  Such actions may include the 
development or acquisition of new technologies, the introduction of new 
products, the assertion by third parties of patent or similar 
intellectual property rights, and the reduction of prices by competitors 
to gain or retain market share.  Industry consolidation or alliances may 
also affect the competitive environment.  In particular, competitive 
pressures from existing or new competitors who offer lower prices or 
introduce new products could result in delayed or deferred purchasing 
decisions by potential customers and price reductions, both of which 
would adversely affect 3Com's sales and operating margins.  The industry 
in which the Company competes is characterized by declining average 
selling prices, which the Company anticipates will continue. This trend 
could adversely impact 3Com's sales and operating margins.  3Com 
participates in the designing, manufacturing and marketing on-premises 
equipment.  3Com's competitors typically compete in one or more segments 
of the on-premises sector of the data networking market.  These 
companies are using their resources and technical expertise to improve 
and expand their product lines in an effort to gain market share.  
Several are extending their product offerings beyond a single market 
segment and pursuing strategies more closely resembling 3Com's global 
data networking strategy.

	Product Protection and Intellectual Property.  3Com currently 
relies upon a combination of patents, copyrights, trademarks and trade 
secret laws to establish and protect its proprietary rights in its 
products.  3Com maintains as proprietary the software and other portions 
of the technology incorporated in its products.  3Com has been issued 
and has applied for numerous patents in the United States on various 
aspects of its hardware and software products.  There can be no 
assurance that the steps taken by 3Com to protect its proprietary rights 
will be adequate to prevent misappropriation of its technology or that 
3Com's competitors will not independently develop technologies that are 
substantially equivalent or superior to 3Com's technology.  In addition, 
the laws of some foreign countries do not protect 3Com's proprietary 
rights to the same extent as do the laws of the United States.  In 
addition, no assurance can be given that any patents currently held or 
issued to 3Com in the future will not be challenged, invalidated or 
circumvented or that the rights granted thereunder will provide 
competitive advantages.

	From time to time 3Com receives communications asserting that 
3Com's use of trademarks, or that 3Com's products infringe or may 
infringe the rights of third parties.  There can be no assurance that 
any such claims will not result in protracted and costly litigation; 
however, based upon general practice in the industry 3Com  believes that 
such matters can ordinarily be resolved without any material impact on 
its results of operations.

	Uncertainties Related to the Integration of Recently Acquired 
Businesses.  The successful integration of companies in the networking 
industry may be more difficult to accomplish than in other industries.  
3Com has recently consummated the acquisition of Primary Access 
Corporation ("Primary Access") and Sonix Communications Limited 
("Sonix").  There can be no assurance that 3Com will be successful in 
developing products based on Primary Access' or Sonix's technology or 
engineering expertise, that 3Com will be successful in integrating its 
own distribution channels with those of Primary Access or Sonix, that 
3Com will be successful in penetrating Primary Access' or Sonix's 
installed customer base, that 3Com will be successful in selling Primary 
Access' or Sonix's products to its own customer base, that the combined 
companies will retain their key personnel or that 3Com will realize any 
of the other anticipated benefits of the acquisitions.

	Acquisition Strategy.  Acquisitions of complementary businesses 
are an active part of 3Com's overall business strategy.  In addition to 
the Primary Access and Sonix acquisitions, 3Com has recently consummated 
acquisitions of several other businesses, including NiceCom, Ltd., 
Synernetics, Inc. and Centrum Communications, Inc.  3Com continually 
evaluates potential acquisition and investment opportunities. There can 
be no assurance that products, technologies and businesses of acquired 
companies will be effectively assimilated into 3Com's business or 
product offerings.  In addition, 3Com may incur significant expenses to 
complete acquisitions and investments and to support the acquired 
products, and there can be no assurance that such technologies or 
businesses will contribute to 3Com's revenues or earnings to any 
material extent.  Further, the challenge of managing the integration of 
several companies simultaneously is significant, and there can be no 
assurance that 3Com will be able to successfully manage such 
integration.

	Volatility of Stock Price.  Based on the trading history of its 
stock, 3Com believes factors such as announcements of new products by 
3Com or its competitors, sales of stock into the market by existing 
holders, quarterly fluctuations in 3Com's financial results and general 
conditions in the data networking market have caused and are likely to 
continue to cause the market price of the 3Com Common Stock to fluctuate 
substantially.  In addition, technology company stocks have experienced 
extreme price and volume fluctuations that often have been unrelated to 
the operating performance of such companies.  This market volatility may 
adversely affect the market price of 3Com's Common Stock.

	Small Backlog and Potential Fluctuations in Quarterly Results.  
3Com customers place orders on an as needed basis and 3Com typically 
ships products within one to four weeks after receipt of an order.  
Accordingly, 3Com does not maintain a substantial backlog, and most of 
its revenues in each quarter result from orders booked in that quarter. 
 3Com establishes its expenditure levels based on its expectations as to 
future revenues, and if revenue levels were to be below expectations 
this could cause expenses to be disproportionately high.  As a result, a 
drop in near term demand will significantly affect operating results 
which may fluctuate for this reason or as a result of a number of other 
factors, including increased competition, variations in the mix of 
sales, announcements of new products by 3Com or its competitors and 
capital spending patterns of 3Com's customers.

	Dependence Upon Suppliers.  Some key components of 3Com's products 
are currently available only from single sources.  The inability of 3Com 
to obtain certain components could require 3Com to redesign or delay 
shipment of several of its data networking products.  3Com has sought to 
establish close relationships with sole-source suppliers and/or to build 
up inventory of such components; however, there can be no assurance that 
production will not be interrupted due to the unavailability of 
components.  3Com believes that its inventory levels of these 
components, combined with finished components held by 3Com's suppliers, 
are adequate for its presently forecasted needs.  Although 3Com has 
contractual arrangements with certain of its sole-source suppliers, 
there can be no assurance that in the future 3Com's suppliers will be 
able to meet the demand for components in a timely and cost-effective 
manner.  3Com's operating results and customer relationships could be 
adversely affected by either an increase in prices for, or an 
interruption or reduction in supply of, any key components.

	Certain Charter Provisions.  Certain charter provisions and 3Com's 
shareholder rights plan could have the effect of delaying, deferring or 
preventing a change in control of 3Com.  In addition, 3Com's charter 
eliminates the personal monetary liability of its directors for breach 
of their duty of care, and 3Com has entered into agreements with its 
officers and directors indemnifying them against losses they may incur 
in legal proceedings resulting from their service to 3Com.

	Acts of God.  3Com's corporate headquarters and a large portion of 
its research and development activities and other critical business 
operations are located near major earthquake faults.  Operating results 
could be materially adversely affected in the event of a major 
earthquake.

	Attraction and Retention of Key Employees.  Competition for 
qualified personnel in the computer and communications industries is 
intense.  The future success of 3Com will depend in large part on its 
ability to attract and retain key employees.

	Manufacturing Facilities.  3Com is currently increasing its 
manufacturing facility capabilities in two locations.  While 3Com has 
significant experience in expanding its manufacturing operations, such 
expansion may be subject to delay due to labor issues, adverse weather 
and construction or other unforeseeable delays, which could adversely 
affect 3Com's operating results and customer relationships.


MATERIAL CHANGES

	Please note the descriptions of recently acquired businesses set 
forth in the Company's Current Report on Form 8-K as filed on May 16, 
1995, as amended, regarding the acquisition of Sonix Communications 
Limited, the Company's Current Report on Form 8-K as filed on June 20, 
1995, regarding the acquisition of Primary Access Corporation, and the 
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 
1995 as filed on June    , 1995.


SELLING SHAREHOLDERS

	Schroder International Trust Company Limited, as trustee of 
Schroder UK Venture Fund III Trust; Schroder Venture Managers Inc., as 
general partner of Schroder UK Venture Fund III LP1; Schroder Venture 
Managers Inc., as general partner of Schroder UK Venture Fund III LP2; 
and Greylock Limited Partnership acquired their Shares from the Company 
in connection with the Company's acquisition of all of the outstanding 
stock of Sonix Communications Limited, a company formed and registered 
in England ("Sonix").  The acquisition was consummated on May 1, 1995.  
Pursuant to the Acquisition and Exchange Agreement dated March 22, 1995 
between the Company and all of the shareholders of Sonix, the Selling 
Shareholders received the Shares directly from the Company in exchange 
for the Sonix Ordinary Shares owned and held by them.

	The following table lists the Selling Shareholders, the number of 
shares of the Company's Common Stock which each owned or had the right 
to acquire as of June 20, 1995, the number of shares of the Company's 
Common Stock which may be sold by each, and the number and (if one 
percent or more) the percentage of the Company's shares of Common Stock 
which each will own or have the right to acquire after the offering 
pursuant to this registration statement, assuming the sale of all the 
shares which may be sold:

			   Shares              Shares   Percentage
			   Owned     Shares    Owned    Owned
			   Before    To Be     After    After
Selling Shareholders       Sale      Sold      Sale     Sale
- --------------------       -------   -------   -------  ---------- 
Schroder International     130,663   130,663      --        --
Trust Company Limited,
as trustee of Schroder
UK Venture Fund III Trust

Schroder Venture Manager
Inc., as general partner
of Schroder UK Venture
Fund III LP1               127,692   127,692      --        --

Schroder Venture Manager
Inc., as general partner
of Schroder UK Venture
Fund III LP2                63,851    63,851      --        --

Greylock Limited
Partnership                161,103   161,103      --        --



PLAN OF DISTRIBUTION

	The Company has been advised by the Selling Shareholders that they 
may sell all or a portion of the Shares from time to time on the Nasdaq 
National Market, or otherwise, at prices and on terms prevailing at the 
time of sale or at prices related to the then current market price, or 
in negotiated transactions.  The Shares may be sold by one or more of 
the following methods:  (a) a block trade in which the broker or dealer 
so engaged will attempt to sell the Shares as agent, but may position 
and resell a portion of the block as principal to facilitate the 
transaction; (b) purchases by a broker or dealer as principal and resale 
by such broker or dealer for its own account pursuant to this 
Prospectus; (c) an over-the-counter distribution in accordance with the 
rules of the Nasdaq National Market; (d) ordinary brokerage transactions 
and transactions in which the broker solicits purchasers; and (e) in 
privately negotiated transactions.  The Selling Shareholders have agreed 
to certain restrictions on trading in 3Com Common Stock that prohibit 
open market offers or sales (i) beginning fourteen (14) days prior to 
the end of each fiscal year or quarter of 3Com and ending the date of 
3Com's filing of a periodic report on Form 10-K or 10-Q corresponding to 
such fiscal year or quarter, and (ii) during such other time that 3Com, 
in its reasonable judgment, determines that there is or may be material 
undisclosed information or events with respect to 3Com.  There is no 
assurance that any of the Selling Shareholders will offer or sell any or 
all of the Shares registered hereunder.

	In effecting sales, brokers or dealers engaged by the Selling 
Shareholders may arrange for other brokers or dealers to participate.  
Brokers or dealers will receive commissions or discounts from the 
Selling Shareholders in amounts to be negotiated prior to the sale.  
Such brokers or dealers and any other participating brokers or dealers 
may be deemed to be "underwriters" within the meaning of the Securities 
Act of 1933, as amended, in connection with such sales.  The Company 
will pay all expenses incident to the offering and sale of the Shares to 
the public other than any commissions and discounts of underwriters, 
dealers or agents and any transfer taxes.

	The Company has agreed to indemnify the Selling Shareholders, and 
any underwriter and certain control and other persons related to the 
foregoing persons against certain liabilities, including liabilities 
under the Securities Act.  The Selling Shareholders have agreed to 
indemnify the Company and certain related persons against certain 
liabilities, including liabilities under the Securities Act.

	The Company has agreed with the Selling Shareholders to keep the 
Registration Statement of which this Prospectus constitutes a part 
effective for up to two (2) years following the date of the Acquisition 
Agreement.  The Company intends to de-register any of the Shares not 
sold by the Selling Shareholders at the end of such two (2) year period; 
however, at such time, any unsold shares may be freely tradable subject 
to compliance with Rule 144 of the Securities Act.




USE OF PROCEEDS

	The Company will not receive any proceeds from the sale of Common 
Stock by the Selling Shareholders.


LEGAL MATTERS

	The legality of the Shares is being passed upon by Gray Cary Ware 
& Freidenrich, A Professional Corporation, Palo Alto, California.  


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




3COM CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS*























*  Any financial statements required by Item 11 of Form S-3 will be 
provided by amendment.






No dealer, salesman or other                  483,309 Shares
person has been authorized to 
give any information or to make 
any representations other than 
those contained or incorporated              3COM CORPORATION
by reference in this Prospectus
in connection with the offering
described herein, and, if given
or made, such information or                   COMMON STOCK
representation must not be 
relied upon as having been 
authorized by the Company or                   ------------
by any Underwriter.  This                       PROSPECTUS
Prospectus does not constitute                 ------------
an offer to sell, or a 
solicitation of an offer to 
buy, any securities other than 
the registered securities to 
which it relates, or an offer 
to sell, or a solicitation of 
an offer to buy, in any 
jurisdiction in which it is 
unlawful to make such offer or 
solicitation.  Neither the 
delivery of this Prospectus 
nor any sale made hereunder 
shall, under any circumstances,
create an implication that there
has been no change in the affairs 
of the Company since the date 
hereof or that the information 
contained herein is correct as 
of any time subsequent to the 
date hereof.



				
       

TABLE OF CONTENTS

					Page

Available Information                     2
Incorporation of Certain
  Documents by Reference                  2
The Company                               3
Risk Factors                              3
Material Changes                          5
Selling Shareholders                      5
Plan of Distribution                      6
Use of Proceeds                           7      
Legal Matters                             7      
Experts                                   7      


					       June   , 1995






PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

	  The following table sets forth the costs and expenses in 
connection with the sale and distribution of the securities being 
registered, other than underwriting discounts and commissions.  All of 
the amounts shown are estimates except the Securities and Exchange 
Commission registration fees and NASD filing fee.

						       To Be Paid
						       By The
						       Registrant
						       ----------

	SEC Registration Fee                            $11,083
	NASD filing fee                                  17,500
	Accounting fees and expenses                    
	Transfer agent and registrar fees and expenses     -0-
	Blue Sky fees and expenses
	  (including counsel fees)     
	Legal fees and expenses                           7,000
	Miscellaneous expenses                            1,000

	  Total                                         $        

	The Company intends to pay all expenses of registration, issuance 
and distribution, excluding Underwriter's discounts and commissions, 
with respect to those shares being sold by the Selling Shareholders.


Item 15.  Indemnification of Directors and Officers.

	The Company's Bylaws provide that the Company shall indemnify its 
directors, officers, employees, and agents to the full extent permitted 
by the California Corporation Law, including in circumstances in which 
indemnification is otherwise discretionary under such law.  In addition, 
with the approval of the Board of Directors and the shareholders, the 
Company has entered into separate indemnification agreements with its 
directors, officers and certain employees which require the Company, 
among other things, to indemnify them against certain liabilities which 
may arise by reason of their status or service (other than liabilities 
arising from willful misconduct of a culpable nature) and to obtain 
directors' and officers' insurance, if available on reasonable terms.


Item 16.  Exhibits.

	The following exhibits are filed with this Registration Statement:

Exhibit                                                                 
Number                      Exhibit Title
- ------                      -------------

5.1*    Opinion and Consent of Gray Cary Ware & Freidenrich, A 
	Professional Corporation.

23.1*   Consent of Deloitte & Touche LLP, independent auditors.

23.2*   Consent of KPMG Peat Marwick LLP

23.4*   Consent of Gray Cary Ware & Freidenrich, A Professional 
	Corporation, is included in Exhibit 5.1.

24.1    Power of Attorney is included in the Signature Page contained 
	in Part II of the Registration Statement.

 
*  To be filed by amendment.


Item 17.  Undertakings.

	The undersigned Registrant hereby undertakes:

	(1)  To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:  (i) To 
include any prospectus required by section 10(a)(3) of the Securities 
Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus 
any facts or events arising after the effective date of the registration 
statement (or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement; (iii) To include 
any material information with respect to the plan of distribution not 
previously disclosed in the registration statement or any material 
change to such information in the registration statement; provided, 
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the 
Registrant pursuant to Section 13 or Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the 
registration statement.

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

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

	The undersigned Registrant hereby undertakes that for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 that is incorporated by reference in 
the registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

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

	The undersigned Registrant hereby undertakes that:

	(1)     For the purposes of determining any liability under the 
Securities Act, the information omitted from the form of prospectus 
filed as part of this registration statement in reliance upon Rule 430A 
and contained in a form of prospectus filed by the Registrant pursuant 
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be 
deemed to be part of the registration statement as of the time it was 
declared effective.

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


SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-3 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Santa Clara, 
State of California, on the          day of June, 1995.

			     3COM CORPORATION



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


POWER OF ATTORNEY

	Each of the officers and directors of 3Com Corporation whose 
signature appears below hereby constitutes and appoints Christopher B. 
Paisley and Eric A. Benhamou, and each of them, their true and lawful 
attorneys and agents, with full power of substitution, each with power 
to act alone, to sign and execute on behalf of the undersigned any 
amendment or amendments to the Registration Statement on Form S-3 and to 
perform any acts necessary in order to file such amendments, and each of 
the undersigned does hereby ratify and confirm all that said attorneys 
and agents, or their or his substitutes, shall do or cause to be done by 
virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement on Form S-3 has been signed below on June     , 
1995 by the following persons in the capacities indicated.


Signature                        Title


/s/ Eric A. Benhamou             President, Chief Executive Officer,
Eric A. Benhamou                 and Director (Principal Executive Officer)


/s/ Christopher B. Paisley       Vice President, Finance and 
Christopher B. Paisley           Chief Financial Officer
				 (Principal Financial Officer 
				 and Principal Accounting Officer)


/s/ James L. Barksdale           Director
James L. Barksdale 


/s/ Gordon A. Campbell           Director
Gordon A. Campbell


				 Director
Jean-Louis Gassee


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


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


/s/ William F. Zuendt            Director
William F. Zuendt





INDEX TO EXHIBITS

Exhibit No.                                           Page No.
- -----------                                           --------

23.1    Consent of Deloitte & Touche LLP,
	independent auditors.*

23.2    Consent of KPMG Peat Marwick LLP*

23.4    Consent of Gray Cary Ware & Freidenrich*

 
*  To be filed by amendment.