Registration No. 033-55265

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

POST-EFFECTIVE AMENDMENT NUMBER ONE
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

3Com Corporation        
(Exact name of registrant as specified in its charter)

California                                94-2605794             
(State or other jurisdiction              (I.R.S. employer identification no.)
of incorporation or organization)

5400 Bayfront Plaza
Santa Clara, California 95052-8145             
(Address of principal executive offices)  (Zip code)

3Com Corporation
1994 Stock Option Plan
(Full title of the plan)

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

Telephone number, including area code, of agent for service:  (408) 764-5000

This Post-Effective Amendment Number One shall hereafter become effective in
accordance with Rule 464 promulgated under the Securities Act of 1933, as
amended.



CALCULATION OF REGISTRATION FEE

No additional registration fee is due because no additional shares are being
registered.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 4.          Description of Securities

                 The class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934, as amended.

                 With respect to securities to be offered to employees of
3Com Corporation, a California corporation (the "Company") or 3Com Israel,
a subsidiary corporation of the Company, which are subject to the securities
laws of the State of Israel, the following legend shall apply:

"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS
EXEMPTED 3COM CORPORATION AND 3COM ISRAEL FROM THE
REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH
REGARD TO THIS FORM S-8.  NOTHING IN THE EXEMPTION
GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE
MATTERS CONTAINED IN THIS FORM S-8 OR AS AN APPROVAL OF
THEIR RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN
OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED
HEREBY." 


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as 
amended, the registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on Form S-8 and 
has duly caused this Post-Effective Amendment Number One to the registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Santa Clara, State of California, on August 14,
1995.

                                              3COM CORPORATION



                                              By:  \s\ Mark D. Michael
                                              Mark D. Michael, Vice President,
                                              Secretary and General Counsel
         
         Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Post-Effective Amendment Number One to the registration 
statement has been signed by the following persons in the capacities 
indicated on August 14, 1995.

Signature                                   Title


ERIC A. BENHAMOU* 
Eric A. Benhamou                            Chairman of the Board, President,
                                            and Chief Executive Officer
                                            (Principal Executive Officer)

CHRISTOPHER B. PAISLEY* 
Christopher B. Paisley                      Vice President, Finance and Chief 
                                            Financial Officer (Principal 
                                            Financial and Accounting
                                            Officer)

JAMES L. BARKSDALE* 
James L. Barksdale                          Director


GORDON A. CAMPBELL* 
Gordon A. Campbell                          Director


JEAN-LOUIS GASSEE* 
Jean-Louis Gassee                           Director


STEPHEN C. JOHNSON* 
Stephen C. Johnson                          Director


PHILIP C. KANTZ* 
Philip C. Kantz                             Director


WILLIAM F. ZUENDT* 
William F. Zuendt                           Director


*By:
Mark D. Michael, Attorney-in-fact                                    

EXHIBIT INDEX OF
POST-EFFECTIVE AMENDMENT NUMBER ONE
TO FORM S-8



4.1              Amended and Restated Articles of Incorporation are incorporated
                 by reference to the Company's Form 10-Q filed with the 
                 Securities and Exchange Commission on January 2, 1991 (File 
                 No. 0-12867) and to the Company's Form 10-K filed with the 
                 Securities and Exchange Commission on August 31, 1994.

4.2              By-laws are incorporated by reference to the Company's 
                 registration statement on Form S-8 filed with the Securities
                 and Exchange Commission on November 24, 1993 (File No.
                 33-72158).

4.3              Amended and Restated Rights Agreement is incorporated by 
                 reference to the Company's Form 10-Q filed with the 
                 Securities and Exchange Commission on January 13, 1995 (File 
                 No. 0-12867).                         

5                Opinion regarding legality is incorporated by reference to 
                 the Company's registration statement on Form S-8 filed with 
                 the Securities and Exchange Commission on August 26, 1994 
                 (File No. 033-55265).

23.1             Consent of Counsel (included in Exhibit 5).

23.2             Consent of Independent Auditors is incorporated by reference 
                 to the Company's registration statement on Form S-8 filed 
                 with the Securities and Exchange Commission on August 26, 
                 1994 (File No. 033-55265).
                         
24               Power of Attorney is incorporated by reference to the Company's
                 registration statement on Form S-8 filed with the Securities 
                 and Exchange Commission on August 26, 1994 (File No. 
                 033-55265).