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3COM CORPORATION
November 20, 1997
James M. Daly
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 3-20
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration No. 333-38963
Dear Mr. Daly:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act"), 3Com Corporation ("3Com") hereby requests that the
above-referenced registration statement on Form S-4 (the "Registration
Statement") be withdrawn.
The Registration Statement was filed with the intention of correcting a
technical error on the cover page of registration statement No. 333-23465 on
Form S-4 (the "Original Registration Statement"). The Original Registration
Statement registered shares of 3Com common stock which were issued to the
former shareholders of U.S. Robotics Corporation ("USR") pursuant to a merger
(the "Merger") whereby USR became a wholly-owned subsidiary of 3Com.
Based on discussions with the staff, it has become apparent that 3Com's
concerns regarding the Original Registration Statement cannot be expediently
corrected in the manner contemplated by the Registration Statement. In light
of the foregoing and since the Merger has already occurred, 3Com has
concluded that the Registration Statement should be withdrawn.
Sincerely,
3COM CORPORATION
By: /s/ Mark Michael
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Mark Michael
General Counsel
