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Microfilm Number                        Filed with the Department of State on

Entity Number



                          Secretary of the Commonwealth
               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915 (Rev 90)


         In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to articles of amendment), the undersigned
business corporation, desiring to amend its Articles, hereby states that:

1.       The name of the corporation is: C-COR.net Corp._________________________________________________________________________

         ________________________________________________________________________________________________________________________

2.       The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial
registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to
conform to the records of the Department):

     (a) 60 Decibel Road,                  State College,                 PA                  16801                    Centre
         Number and Street                      City                    State                   Zip                    County

     (b) c/o: ____________________________________________________________________________________________________________________
                      Name of Commercial Registered Office Provider County

For a corporation  represented by a commercial  registered office provider,  the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3.       The statute by or under which it was incorporated is: Business Corporation Law of 1933

4.       The date of its incorporation is:     June 30, 1953

5.       (Check, and if appropriate complete, one of the following):

                  The amendment shall be effective upon filing these Articles of Amendment in the Department of State.

       X          The amendment shall be effective on:     December 22, 1999     at         6:00 P.M., Philadelphia time
                                                            Date                                 Hour
6.       (Check one of the following):

                  The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. Section 1914(a) and (b).

        X         The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. Section 1914(c).

7.       (Check, and if appropriate complete, one of the following):

      ________  The amendment adopted by the corporation, set forth in full, is as follows:

                _______________________________________________________________________________________________________________

                _______________________________________________________________________________________________________________

                _______________________________________________________________________________________________________________


        X    The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof.

DSCB:15-1915 (Rev 90)-2


8. (Check if the amendment restates the Articles):

     The restated Articles of Incorporation  supersede the original Articles and
     all amendments thereto.


          IN TESTIMONY  WHEREOF,  the  undersigned  corporation has caused these
     Articles of Amendment  to be signed by a duly  authorized  officer  thereof
     this 22nd day of December , 1999.


                               C-COR.net Corp.
                               (Name of Corporation)

                               BY: /s/William T. Hannelly
                                   ---------------------------------------
                                        (Signature)

                               TITLE: William T. Hanelly, Vice President,
                                        Secretary and Treasurer



EXHIBIT A:

          RESOLVED,  that  Article  5(a) of the  Corporation's  Amended and
     Restated Articles of Incorporation,  as amended,  be amended and restated
     in its entirety to read in full as follows:

     5(a). (i) The aggregate number of shares which the Corporation  should have
     authority to issue is One Hundred  Million  (100,000,000)  shares of Common
     Stock  having a par  value of $.05 per share  and Two  Million  (2,000,000)
     shares of Preferred Stock, no par value per share.


           (ii) On the effective  date of these Articles of Amendment to these
     Amended  and  Restated  Articles  of  Incorporation,  as  amended,  of  the
     Corporation (the "Effective  Date"),  each share of Common Stock, par value
     $.10 per share,  issued and  outstanding on the Effective  Date  (including
     each share owned by the Corporation)  shall be split and reclassified  into
     two  shares of Common  Stock,  par value  $.05 per  share,  which  shall be
     included in the 100,000,000 shares authorized herein.


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