Edgar Filing: 3COM CORP

CUSIP No. 885535104

Page 1 of 10 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. __)*

3Com Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

885535104

(CUSIP Number)

Matthew B. Hinerfeld

Citadel Investment Group, L.L.C.

131 S. Dearborn Street, 32nd Floor

Chicago, Illinois 60603

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 26, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 885535104

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 33,492,877
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%⁽¹⁾
14	TYPE OF REPORTING PERSON PN, HC

(1)	Based on 398,734,731 outstanding shares of the common stock of Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 9, 2007.

CUSIP No. 885535104

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Investment Group, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 33,492,877
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%⁽²⁾
14	TYPE OF REPORTING PERSON OO, HC

(2)	See footnote 1 above.

CUSIP No. 885535104

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Kenneth Griffin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 33,492,877
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%⁽³⁾
14	TYPE OF REPORTING PERSON IN

(3)	See footnote 1 above.

CUSIP No. 885535104

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Equity Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 33,492,877
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%⁽⁴⁾
14	TYPE OF REPORTING PERSON CO

(4)	See footnote 1 above.

CUSIP No. 885535104

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1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Citadel Derivatives Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)S (b)£
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 33,492,877
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER See Row 8 above.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £ See Row 8 above.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4%⁽⁵⁾
14	TYPE OF REPORTING PERSON OO, BD

(5)	See footnote 1 above.

CUSIP No. 885535104

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ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the Common Stock, $0.01 par value (the "Common Stock"), of 3Com Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 350 Campus Drive, Marlborough, MA 01752.

ITEM 2. IDENTITY AND BACKGROUND

The persons filing this Schedule 13D are Citadel Limited Partnership, an Illinois limited partnership ("CLP"), Citadel Investment Group, L.L.C., a Delaware limited liability company ("CIG"), Kenneth Griffin, a natural person ("Griffin"), Citadel Equity Fund Ltd., a Cayman Islands company ("CEF"), and Citadel Derivatives Group LLC, a Delaware limited liability company ("CDG," and collectively, together with CLP, CIG, Griffin and CEF, the "Reporting Persons").

CLP provides portfolio management services to investment funds. CLP is the managing member of CW and CDG and the portfolio manager for CEF and, in such capacities, makes all of the investment decisions for such entities.

CIG provides administrative and management services to its affiliated entities. CIG is the general partner of CLP. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CIG is set forth on Schedule A attached hereto.

Griffin is the President and Chief Executive Officer of CIG and owns a controlling interest in CIG. Griffin is a United States citizen.

CEF purchases, holds and sells securities and other investment products. Citadel Wellington LLC, a Delaware limited liability company ("CW") and Citadel Kensington Global Strategies Fund Ltd., a Bermuda company ("CKGSF"), are private investment funds that collectively own 100% of Citadel Holdings Ltd., a Cayman Islands company ("CH"), which owns 100% of CEF. None of CW, CKGSF or CH has any control over the voting or disposition of securities held by CEF. The name, residence or business address, present principal occupation or employment and citizenship of each director and executive officer of CEF are set forth on Schedule A attached hereto.

CDG is a broker-dealer registered with the Securities and Exchange Commission. CDG's principal businesses are acting as a market maker in equity securities and listed options, providing trade execution services to clients and trading on a proprietary basis. CW and CLP collectively own 100% of CDG. CW does not have any control over the voting or disposition of securities held by CDG.

For each of the Reporting Persons, the principal address is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

During the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Persons' knowledge, any of the persons listed on Schedule A attached hereto, has been convicted in any criminal proceedings. During the last five years, none of the Reporting Persons, nor, to the best of each of the Reporting Persons' knowledge, any of the persons listed on Schedule A attached hereto, has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

CUSIP No. 885535104

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The Reporting Persons have entered into a Joint Filing Agreement, dated as of May 7, 2007, a copy of which is attached hereto as Exhibit 99.1.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Reporting Persons utilized available cash assets in the aggregate amount of approximately $135 million to acquire beneficial ownership of the 33,492,877 shares of Common Stock of the Issuer reported herein. Funds for the purchase of the Common Stock of the Issuer and options to purchase such Common Stock were derived from general working capital. For purposes of the Reporting Persons, "general working capital" includes cash on hand and margin account and other borrowings made in the ordinary course of business.

ITEM 4. PURPOSE OF TRANSACTION

The Reporting Persons purchased the shares of Common Stock of the Issuer and options to purchase such Common Stock solely for investment purposes.

On May 7, 2007, representatives of the Reporting Persons sent a letter to the Issuer. A copy of the letter is attached as Exhibit 99.2 to this filing and incorporated by reference herein.

The Reporting Persons will routinely monitor a wide variety of investment considerations, including, without limitation, current and anticipated future trading prices for the Issuer's Common Stock, the Issuer's operations, assets, prospects, and business development, the Issuer's management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, as well as other investment considerations. The Reporting Persons may discuss their investment in the Issuer and the foregoing investment considerations with other shareholders, management, the Board of Directors, existing or potential strategic partners or competitors of the Issuer, other investors, industry analysts and others. These considerations, these discussions and other factors may result in the Reporting Persons' consideration of alternatives to increase shareholder value, including, without limitation, a sale of the Issuer, a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries, or a change in the present Board of Directors and/or management of the Issuer. In addition, the Reporting Persons may acquire additional Issuer securities or may determine to sell, trade or otherwise dispose of all or some holdings in the Issuer in the public markets, in privately negotiated transactions or otherwise, or take any other lawful action they deem to be in their best interests. There is no assurance that the Reporting Persons will develop any plans or proposals with respect to any of the alternatives mentioned above.

The Reporting Persons may from time to time in the ordinary course of business pledge, lend, or transfer the securities of the Issuer to brokers, banks or other financial institutions ("Lenders") as collateral for loans or other obligations of the Reporting Persons pursuant to margin, prime brokerage, loan, or other financing arrangements. If the Reporting Persons enter such arrangements, the Lenders may acquire the right to vote and/or dispose of the securities of the Issuer held as collateral.

Except as set forth herein and in the exhibits hereto, the Reporting Persons have no present plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)		Number of shares: 33,492,877 shares
		Percentage of shares: 8.4%⁽⁶⁾
(b)		Sole power to vote or direct the vote: 0
		Shared power to vote or direct the vote: 33,492,877 shares
		Sole power to dispose or to direct the disposition: 0
		Shared power to dispose or direct the disposition: 33,492,877 shares

(6)

Based on 398,734,731 outstanding shares of the common stock of Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 9, 2007.

(c) The table attached hereto as Schedule B sets forth the transactions effected by the Reporting Persons in the shares of Common Stock of the Issuer and options to purchase such Common Stock during the last 60 days and through 12:00 p.m. (CDT) on the date of the filing of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed as appendices and exhibits:

Exhibit 99.1:		Joint Filing Agreement, dated as of May 7, 2007, by and among Citadel Limited Partnership, Citadel Investment Group, L.L.C., Kenneth Griffin, Citadel Equity Fund Ltd. and Citadel Derivatives Group LLC
Exhibit 99.2:		Letter from Citadel Limited Partnership to the Issuer, dated May 7, 2007

CUSIP No. 885535104

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Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 7th day of May, 2007

KENNETH GRIFFIN		CITADEL EQUITY FUND LTD.

By:	/s/ John C. Nagel	By:	Citadel Limited Partnership,
	John C. Nagel,attorney-in-fact^*		its Portfolio Manager
		By:	Citadel Investment Group, L.L.C., its General Partner
CITADEL INVESTMENT GROUP, L.L.C.

By:	/s/ John C. Nagel	By:	/s/ John C. Nagel
	John C. Nagel, Director and Associate General Counsel		John C. Nagel, Director and Associate General Counsel

CITADEL LIMITED PARTNERSHIP		CITADEL DERIVATIVES GROUP LLC

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Limited Partnership,
	its General Partner		its Managing Member

By:	/s/ John C. Nagel John C. Nagel, Director and Associate General Counsel	By:	Citadel Investment Group, L.L.C., its General Partner
		By:	/s/ John C. Nagel John C. Nagel, Director and Associate General Counsel

* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

SCHEDULE A

Directors And Executive Officers Of Citadel Investment Group, L.L.C.

The name, business address, title, present principal occupation or employment and citizenship of the sole executive officer of Citadel Investment Group, L.L.C. ("CIG") is set forth below. The business address of such officer is 131 S. Dearborn Street, 32ndFloor, Chicago, Illinois 60603. CIG has no directors.

Name		Title and Present Principal Occupation		Citizenship
Kenneth Griffin		President and Chief Executive Officer of CIG		United States

Directors And Executive Officers Of Citadel Equity Fund Ltd.

The name, title, present principal occupation or employment, residence or business address and citizenship of each of the directors and executive officers of Citadel Equity Fund Ltd. ("CEF") are set forth below.

Name and Citizenship	Title at CEF	Present Principal Occupation and Residence or Business Address (Principal Business of Employer)
Austin John O'Connor	Director and Vice President	Company director
United Kingdom		4 rue de l'eglise
		Wormeldange, Luxembourg L-5481

Adam C. Cooper	Director and Assistant Secretary	Senior Managing Director and General Counsel
United States		Citadel Investment Group, L.L.C.
		135 South Dearborn
		Chicago, IL 60603

Robin Bedford	Director, President and Secretary	President Dundee Leeds Management Services Ltd.
United Kingdom		129 Front Street
		Hamilton HM 12
		Bermuda
		(business services)

SCHEDULE B

During the past 60 days and through 12:00 p.m. (CDT) on the date of the filing of this Schedule 13D, Citadel Derivatives Group LLC ("CDG") and Citadel Equity Fund Ltd. ("CEF") effected the following open market transactions in the Common Stock or options to purchase such Common Stock of the Issuer. CDG effected its transactions either in its capacity as a market maker or as part of other trading strategies. With the exception of transactions labeled "OCC Assignment" (which were effected through the Option Cleaning Corporation) or "Exercise," all such transactions were open market transactions.