3COM TO ACQUIRE CHIPCOM CORPORATION AND EXPAND STRATEGIC RELATIONSHIP WITH
IBM

3Com grows to #2 networking market position and strengthens high-end,
integrated chassis solution

SANTA CLARA, Calif. -- 3Com Corporation (NASDAQ:COMS), the world's
fastest-growing network systems vendor, today announced the execution of a
definitive agreement to merge Chipcom Corporation (NASDAQ:CHPM), a leader
in multifunction intelligent switching systems, into a wholly owned
subsidiary of 3Com Corporation. 3Com also announced a memorandum of
understanding with IBM Corporation ,s Networking Hardware Division to
extend existing strategic agreements between IBM and Chipcom upon
completion of the acquisition (see accompanying release).

Under the terms of the agreement, .53 of a share of 3Com common stock will
be exchanged for each outstanding share of Chipcom common stock (or 1.06
shares, giving effect to 3Com's pending 2-for-1 stock split). Based upon
the closing price of 3Com common stock on July 26, 1995, the transaction
is valued at approximately $775 million. The combination will be accounted
for as a pooling of interests* (see footnote for additional information).

When the acquisition is completed, the two companies' combined share of the
worldwide hub market will be approximately 19% (based on IDC's 1994
analysis of port shipments). Already the largest vendor of stackable
systems, 3Com will become the #2 vendor in the overall intelligent hub
market, including both stackables and chassis-based systems.

"This acquisition is an important milestone in 3Com's strategy to offer
customers the most comprehensive family of enterprise network
infrastructure products," said Eric Benhamou, 3Com's chairman and chief
executive officer." 3Com and Chipcom share a strong customer focus, a
history of technological innovation and a systems approach to meeting
customers' networking needs. Together we will be a formidable competitor,
combining 3Com's leading market position in stackable systems and backbone
switching with Chipcom's leadership in chassis-based, multifunction
intelligent switching systems."

"Chipcom's high-end, chassis-based switching systems and 3Com's products
are complementary and our company cultures are very compatible. We're very
excited that Chipcom's next phase of growth will be as part of the 3Com
team. 3Com has an excellent track record of growing and building its
acquisitions and delivering on customer commitments," said Rob Held,
president and chief executive officer of Chipcom.

"Chipcom's ONline and ONcore multifunction switching systems and ONdemand
network management solutions are an excellent fit within 3Com's High
Performance Scalable Networking and Transcend network management
architecture," said Benhamou. "Users will benefit from synergies between
the best products in both companies' product lines."

Complementary Products and Partnerships

Following today's announcement, Chipcom's partners and customers will have
access to 3Com products including SuperStack and LinkSwitch stackable hub
and workgroup switching families, remote office internetworking solutions
and LANplex data center switching line, Benhamou said. He also announced
that the two companies , product and development teams will immediately
start working on plans to bring ONdemand under the Transcend management
architecture. The unified network management solution will include
state-of-the art virtual network management leveraging the combined
switching technology expertise of both companies.

Both companies share a tradition of product design that protects customer
investment, designing next-generation hubs for compatibility with their
earlier product lines. Both companies were early proponents of fault
tolerant design in hub and switching platforms, eliminating downtime for
critical network applications.

Besides strengthening 3Com's presence in large end-user accounts, the
company will broaden its project sales force and channel partnerships with
Chipcom's single-tier, technical VARs and systems integrators. In addition
to itsalliance with IBM, Chipcom's major channel partners include Anixter,
already a major 3Com channel partner, Bell Atlantic, Digital, Andersen
Consulting, Ascom Timeplex and Ericsson.

Global Scope

Both companies have strong global marketing and support organizations which
will be strengthened as a result of the acquisition. 3Com is the largest
independent data networking vendor and the largest hub vendor in Europe.
With sales offices in 32 countries, 3Com currently derives 54 percent of
its sales outside the United States. Chipcom has offices in 30 countries,
with 48 percent of its business outside the U.S.

Organizational Structure

Following completion of the acquisition, Chipcom will become a division of
3Com. Its engineering, marketing and manufacturing activities will
continue to operate from its present headquarters in Southborough, Mass.
under the direction of Bob Finocchio, 3Com's Executive Vice President,
Network Systems Operation. Chipcom's sales force will join 3Com's field
organization, reporting to Bill Marr, 3Com's executive vice president of
worldwide sales.

Founded in 1983, Chipcom Corporation designs, manufactures, markets and
supports fault-tolerant, intelligent switching systems, including hub,
internetworking and network management products for remote site, campus
and enterprise network computing environments. The Southborough,
Mass.-based company reported record revenue of $268 million for its 1994
fiscal year, ended December 31. For its first half of FY 95, ended July 1,
Chipcom's revenues were $157.7 million.

3Com Corporation has helped more than 22 million people gain access to
critical information through high speed networks. Designed to serve large
enterprises, small offices and homes, 3Com products provide a scalable
architecture to meet the immediate and long-term connectivity needs of
today ,s user. With research and development on three continents, 3Com is
one of the data networking industry's largest and fastest-growing
companies. The company's innovative manufacturing, marketing, sales and
support simplify communication, optimize network reliability and protect
customer investments.

For further information, visit 3Com's WorldWide Web site at:
http://www.3com.com

* Additional information on terms of the agreement:

The transaction requires the approval of a majority of the outstanding
shares of Chipcom common stock, which will be sought at a special
stockholders, meeting expected to take place in October, 1995. The
transaction is also subject to government approvals and notification
periods as well as the receipt of customary opinions with respect to the
accounting and tax treatment of the transaction. A Proxy Statement and
Prospectus relating to the transaction is expected to be issued in
September 1995.
 
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