United States

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

             For the thirteen-week period ended: March 30, 2001

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                 C-COR.net Corp.
      --------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


        Pennsylvania                   0-10726              24-0811591
 ------------------------------------------------------------------------------
    (State or Other Juris-         (Commission File          (IRS Employer
     diction of Incorporation)         Number)             Identification No.)


                60 Decibel Road
                State College, PA                               16801
--------------------------------------------------------------------------------
              (Address of Principal                          (Zip Code)
                Executive Offices)


                                 (814) 238-2461
      --------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes [X]    No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.05 Par Value - 32,316,060 shares as of May 1, 2001.

<PAGE>
                                 C-COR.net Corp.


                                                                           Page
                                                                           ----
Part I -- FINANCIAL INFORMATION
     Item 1. Financial Statements
               Independent Accountants' Review Report .....................  2
               Condensed Consolidated Balance Sheets:
                  As of March 30, 2001 and June 30, 2000...................  3
               Condensed Consolidated Statements of Operations:
                 Thirteen Weeks Ended March 30, 2001 and March 24, 2000....  4
                 Thirty-nine Weeks Ended March 30, 2001 and March 24, 2000.  5
               Condensed Consolidated Statements of Cash Flows
                 Thirty-nine Weeks Ended March 30, 2001 and March 24, 2000.  6
               Notes to Condensed Consolidated Financial Statements .......  7
     Item 2. Management's Discussion and Analysis of Financial Condition
               and Results of Operations .................................. 12
     Item 3. Quantitative and Qualitative Disclosures About Market Risk ... 17

Part II -- OTHER INFORMATION
     Item 4. Submission of Matters to a Vote of Shareholders .............. 17
     Item 5. Other Information..............................................17
     Item 6. Exhibits and Reports on Form 8-K ............................. 17
     Signatures ........................................................... 18


                                       1
<PAGE>

                     Independent Accountants' Review Report


The Board of Directors
C-COR.net Corp. and Subsidiaries:

We have reviewed the condensed consolidated balance sheet of C-COR.net Corp. and
subsidiaries as of March 30, 2001 and the related condensed consolidated
statements of operations and cash flows for the thirteen-week and thirty-nine
week periods ended March 30, 2001 and March 24, 2000. These condensed
consolidated financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
C-COR.net Corp. and subsidiaries as of June 30, 2000, and the related
consolidated statements of operations, cash flows, and shareholders' equity for
the year then ended (not presented herein); and in our report dated August 11,
2000, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of June 30, 2000, is fairly stated, in
all material respects, in relation to the consolidated balance sheet from which
it has been derived.

/s/ KPMG LLP
---------------------------
State College, Pennsylvania
April 12, 2001



                                       2
<PAGE>

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 C-COR.net Corp.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)

                                                          March 30,    June 30,
                                                            2001         2000
                                                         ---------    ---------
                                                        (Unaudited)

                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents ............................   $ 111,784    $  95,379
Marketable securities ................................       8,799       42,154
Interest receivable ..................................         411        1,007
Accounts and notes receivables, net ..................      31,755       49,325
Inventories ..........................................      39,307       31,760
Deferred taxes .......................................       8,256        7,470
Other current assets .................................       8,564        3,826
                                                         ---------    ---------
TOTAL CURRENT ASSETS .................................     208,876      230,921

Property, plant, and equipment, net ..................      20,140       28,322
Intangible assets, net ...............................       2,174        2,477
Deferred taxes .......................................       5,598        4,909
Other long-term assets ...............................       6,266        6,410
                                                         ---------    ---------
TOTAL ASSETS..........................................   $ 243,054    $ 273,039
                                                         =========    =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable .....................................   $  15,345    $  21,341
Accrued liabilities ..................................      19,701       20,056
Current portion of long-term debt ....................         214          225
                                                         ---------    ---------
TOTAL CURRENT LIABILITIES ............................      35,260       41,622

Long-term debt, less current portion .................       1,375        1,527
Other long-term liabilities ..........................       1,872        2,232
                                                         ---------    ---------
TOTAL LIABILITIES ....................................      38,507       45,381

SHAREHOLDERS' EQUITY

Common stock, $.05 par; authorized shares
  100,000,000; issued shares of 35,467,261 on
  March 30, 2001 and 35,219,825 on June 30, 2000 .....       1,773        1,761
Additional paid-in capital ...........................     199,344      197,240
Accumulated other comprehensive loss .................        (147)         (30)
Unearned compensation ................................          (2)          (8)
Retained earnings ....................................      34,528       35,952
Treasury stock at cost ...............................     (30,949)      (7,257)
                                                         ---------    ---------
TOTAL SHAREHOLDERS' EQUITY ...........................     204,547      227,658
                                                         ---------    ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...........   $ 243,054    $ 273,039
                                                         =========    =========

See independent accountants' review report and notes to condensed consolidated
financial statements.

                                       3
<PAGE>

                             C-COR.net Corp.
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                     (in thousands, except per share data)

                                                       Thirteen Weeks Ended
                                                     ---------------------------
                                                       March 30,      March 24,
                                                          2001           2000
                                                     -----------    -----------

Net sales ........................................   $    40,134    $    63,339
Cost of sales ....................................        38,486         46,670
                                                     -----------    -----------
Gross margin .....................................         1,648         16,669
                                                     -----------    -----------
Operating expenses:
  Selling and administrative .....................         7,167          7,055
  Research and product development ...............         4,463          4,323
  Merger and restructuring costs .................        11,076          4,373
                                                     -----------    -----------
   Total operating expenses ......................        22,706         15,751
                                                     -----------    -----------
Income (loss) from operations                            (21,058)           918
Interest expense .................................           (36)           (14)
Investment income ................................         1,820          1,884
Other income, net ................................             8             73
                                                     -----------    -----------
Income (loss) before income taxes ................       (19,266)         2,861
Income tax benefit ...............................        (7,742)        (1,774)
                                                     -----------    -----------
Income (loss) from continuing operations .........       (11,524)         4,635

Discontinued operations:
Gain on disposal of discontinued
  business segment, net of tax ...................             6            780
                                                     -----------    -----------
Net income (loss) ................................   $   (11,518)   $     5,415
                                                     ===========    ===========

Net income (loss) per share - basic:

  Continuing operations ..........................   $     (0.36)   $      0.14
  Gain on disposal of discontinued
    operations ...................................          0.00           0.02
                                                     -----------    -----------
Net income (loss) ................................   $     (0.36)   $      0.16
                                                     ===========    ===========

Net income (loss) per share - diluted:

  Continuing operations ..........................   $     (0.36)   $      0.13
  Gain on disposal of discontinued
    operations ...................................          0.00           0.02
                                                     -----------    -----------
Net income (loss) ................................   $     (0.36)   $      0.15
                                                     ===========    ===========

See independent accountants' review report and notes to condensed consolidated
financial statements.

                                       4
<PAGE>
                                 C-COR.net Corp.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (in thousands, except per share data)

                                                       Thirty-nine Weeks Ended
                                                     ---------------------------
                                                      March 30,       March 24,
                                                         2001           2000
                                                     -----------    -----------

Net sales ........................................   $   184,514    $   203,181
Cost of sales ....................................       143,941        149,900
                                                     -----------    -----------
Gross margin  ....................................        40,573         53,281
                                                     -----------    -----------
Operating expenses:
  Selling and administrative .....................        23,417         24,228
  Research and product development ...............        13,276         11,006
  Merger and restructuring costs .................        11,726          8,046
                                                     -----------    -----------
   Total operating expenses ......................        48,419         43,280
                                                     -----------    -----------
Income (loss) from operations                             (7,846)        10,001
Interest expense .................................           (65)          (775)
Investment income ................................         5,737          2,802
Other expense, net ...............................          (203)          (226)
                                                     -----------    -----------
Income (loss) before income taxes ................        (2,377)        11,802
Income tax expense (benefit) .....................          (951)         2,532
                                                     -----------    -----------
Income (loss) from continuing operations .........        (1,426)         9,270

Discontinued operations:
 Gain on disposal of discontinued
  business segment, net of tax ...................             2            822
                                                     -----------    -----------

Net income (loss) ................................   $    (1,424)   $    10,092
                                                     ===========    ===========

Net income (loss) per share - basic:

   Continuing operations .........................   $     (0.04)   $      0.32
   Gain on disposal of discontinued
    operations ...................................          0.00           0.03
                                                     -----------    -----------
Net income (loss) ................................   $     (0.04)   $      0.35
                                                     ===========    ===========

Net income (loss) per share - diluted:

   Continuing operations .........................   $     (0.04)   $      0.28
   Gain on disposal of discontinued
    operations ...................................          0.00           0.03
                                                     -----------    -----------
Net income (loss) ................................   $     (0.04)   $      0.31
                                                     ===========    ===========

See independent accountants' review report and notes to condensed consolidated
financial statements.

                                       5
<PAGE>

                                 C-COR.net Corp.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                            (in thousands of dollars)

                                                        Thirty-nine Weeks Ended
                                                         --------------------
                                                        March 30,    March 24,
                                                          2001        2000
                                                         --------    --------
OPERATING ACTIVITIES
Net income (loss) ....................................   $ (1,424)   $ 10,092
Adjustments to reconcile net income to net cash
 and cash equivalents provided by (used in)
 operating activities:
  Depreciation and amortization ......................      7,583       7,219
  Amortization of debt discount ......................          -         381
  Amortization of unearned compensation ..............          6          10
  Gain on disposal of discontinued operations,
    net of tax........................................         (2)       (822)
  Loss on sales and write-down of long-lived assets ..      5,214         331
  Tax benefit deriving from exercise and
    sales of stock option shares .....................        207       2,775
  Changes in operating assets and liabilities:
     Interest receivable .............................        596        (846)
     Accounts and notes receivable ...................     17,570      (8,066)
     Inventories .....................................     (7,547)     (7,862)
     Other assets ....................................     (6,219)        (40)
     Accounts payable ................................     (5,996)     (1,956)
     Accrued liabilities .............................       (780)      2,814
     Deferred retirement salary plan .................         (6)         75
     Deferred income taxes ...........................     (1,404)     (3,968)
     Discontinued operations - working capital changes
       and noncash charges ...........................         93       1,146
                                                         --------    --------
NET CASH AND CASH EQUIVALENTS
  PROVIDED BY OPERATING ACTIVITIES ...................      7,891       1,283
                                                         --------    --------

INVESTING ACTIVITIES
Purchase of property, plant, and equipment ...........     (2,933)     (6,868)
Proceeds from sale (purchase) of marketable securities
 and other short term investments ....................     33,355     (51,444)
Asset purchase of ACSI ...............................          -      (3,246)
Investment in equity securities.......................          -      (3,501)
Proceeds from sale of property, plant, and equipment..         38           8
                                                         --------    --------
NET CASH AND CASH EQUIVALENTS
  PROVIDED BY (USED IN) INVESTING ACTIVITIES .........     30,460     (65,051)
                                                         --------    --------

FINANCING ACTIVITIES
Payment of debt and capital lease obligations ........       (163)     (2,786)
Payment on short-term credit facilities, net .........          -      (5,019)
Issue common stock to employee stock purchase plan ...        107          85
Proceeds from exercise of stock options ..............      1,243       4,909
Proceeds from exercise of warrants ...................        559       2,960
Proceeds from issuance of common stock, net ..........          -     133,361
Purchase of treasury stock ...........................    (23,692)          -
                                                         --------    --------
NET CASH AND CASH EQUIVALENTS
  (USED IN) PROVIDED BY FINANCING ACTIVITIES .........    (21,946)    133,510
                                                         --------    --------
INCREASE IN CASH AND CASH EQUIVALENTS ................     16,405      69,742
Cash and cash equivalents at beginning of year .......     95,379       5,805
                                                         --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ...........   $111,784    $ 75,547
                                                         ========    ========
Supplemental cash flow information:
Non-cash investing activities
  Fair value adjustment of available-for-sale
   securities ........................................   $    (88)   $     (2)

See independent accountants' review report and notes to condensed consolidated
financial statements.

                                       6
<PAGE>

                                 C-COR.net Corp.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (in thousands except per share data)

1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information, and in the opinion of management, contain all
adjustments (consisting only of normal, recurring adjustments) necessary to
fairly present the Company's financial position as of March 30, 2001, and the
results of its operations for the thirteen-week and thirty-nine week periods
then ended. Operating results for the thirteen-week and thirty-nine week periods
are not necessarily indicative of the results that may be expected for the year
ending June 29, 2001. For further information, refer to the financial statements
and footnotes thereto included in the Company's Form 10-K for the year ended
June 30, 2000.

2. DESCRIPTION OF BUSINESS

C-COR.net Corp. (the Company) designs, manufactures and markets network
transmission products and provides services and support to hybrid fiber coax
(HFC) network operators. The Company operates in two industry segments: the
Telecommunications Equipment segment which provides a comprehensive range of
products, including radio frequency (RF) amplifiers and fiber optic equipment
for the network headend, node and RF plant; and the Broadband Management
Services segment which focuses on enabling reliable, high speed, broadband
communications over HFC networks and includes network management and enabling
services, high-speed data certification, system integration services, data
security solutions, network engineering and design, system activation, network
optimization, and system maintenance.

3. INVENTORIES

Inventories as of March 30, 2001 and June 30, 2000 consisted of the following:

                                                    March 30,        June 30,
                                                      2001             2000
                                                     -------         -------

Finished goods ..............................        $ 8,925         $ 5,288
Work-in-process .............................          6,284           6,841
Raw materials ...............................         24,098          19,631
                                                     -------         -------
   Total inventories ........................        $39,307         $31,760
                                                     =======         =======

4. ACCRUED LIABILITIES

Accrued liabilities consisted of:

                                                   March 30,          June 30,
                                                     2001              2000
                                                 -------------    -------------

Accrued incentive plan expense ..............    $       1,716    $       3,510
Accrued vacation expense ....................            1,780            1,880
Accrued salary expense ......................              908            2,678
Accrued payroll and sales tax ...............              993              972
Accrued warranty expense ....................            3,722            2,232
Accrued workers compensation
  self-insurance expense ....................            2,124            1,577
Accrued restructuring and merger-related
  costs .....................................            5,368              489
Accrued other ...............................            3,090            6,718
                                                 -------------    -------------
                                                 $      19,701    $      20,056
                                                 =============    =============


                                       7

<PAGE>

5. RESTRUCTURING COSTS

During the thirty-nine week period ended March 30, 2001, the Company recorded
restructuring charges of $11,726, of which $11,076 was recorded during the
thirteen week period ended March 30, 2001. The restructuring charges relate to
our decisions to consolidate our manufacturing and network management operations
and discontinue providing high-speed data Helpdesk services, affecting the
Companys' State College and Tipton, Pennsylvania and Atlanta Georgia, facility
locations. The restructuring charges represent employee termination benefits for
approximately 850 employees and other costs to consolidate the operations. Other
costs reflect a write-down of fixed assets and other long-lived assets that were
employed in the operations, which the Company anticipate disposing of over the
next few quarters, as well as cancellation costs associated with fixed
contractual obligations.

Details of the restructuring charge are as follows:

                                Restructuring                      Accrual at
                                      Charges Cash Paid Non-Cash  March 30, 2001
Employee severance
 and termination benefits .........   $ 5,391   $ 1,500   $  --     $     3,891
Write-off of property,
 plant, and equipment .............     4,478      --       4,474             4
Write-off of intangibles and
  other long-lived assets .........       490      --         490          --
Contractual obligations ...........     1,073        74      --             999
Other .............................       294      --         270            24
                                      -------   -------   -------   -----------
Total .............................   $11,726   $ 1,574   $ 5,234   $     4,918
                                      =======   =======   =======   ===========

It is expected that the remaining amounts accrued as of March 30, 2001 will be
paid out over the next six months.

6. COMPREHENSIVE INCOME (LOSS)

The components of accumulated other comprehensive loss, net of tax, of the
Company are as follows:

                                                   March 30,       June 30,
                                                     2001            2000
                                                 -------------  -------------

Unrealized (loss) gain on marketable securities  $         (16) $          72
Foreign currency translation loss .............           (131)          (102)
                                                 -------------  -------------
Accumulated other comprehensive loss ..........  $        (147) $         (30)
                                                 =============  =============

The components of comprehensive income (loss) of the Company for the
thirteen-week and thirty-nine week periods ended March 30, 2001, and March 24,
2000, are as follows:

                                                        Thirteen Weeks Ended
                                                      --------------------------
                                                       March 30,    March 24,
                                                          2001        2000
                                                       ---------    ---------

Net income (loss) ..................................   $ (11,518)   $   5,415
Other comprehensive loss, net of tax:
    Unrealized loss on marketable securities........         (25)           -
    Foreign currency translation loss ..............           -          (20)
                                                       ---------    ---------
Other comprehensive loss ...........................         (25)         (20)
                                                       ---------    ---------
Comprehensive income (loss) ........................   $ (11,543)   $   5,395
                                                       =========    =========

                                                       Thirty-nine Weeks Ended
                                                     ---------------------------
                                                       March 30,    March 24,
                                                          2000        1999
                                                       ---------    ---------

Net income (loss) ..................................   $  (1,424)   $  10,092
Other comprehensive loss, net of tax:
    Unrealized loss on marketable securities .......         (88)          (2)
    Foreign currency translation loss ..............         (29)         (29)
                                                       ---------    ---------
Other comprehensive loss ...........................        (117)         (31)
                                                       ---------    ---------
Comprehensive income (loss) ........................   $  (1,541)   $  10,061
                                                       =========    =========

                                       8
<PAGE>
7. NET INCOME (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common shares
outstanding. Dilutive net income (loss) per share is computed by dividing net
income (loss) available to common shareholders by the weighted average number of
common shares outstanding plus the dilutive effect of options and warrants. The
dilutive effect of options and warrants is calculated under the treasury stock
method using the average market price for the period. Net income (loss) per
share is calculated as follows:

                                                     Thirteen Weeks Ended
                                                  -----------------------------
                                                   March 30,         March 24,
                                                      2001              2000
                                                  ------------     ------------

Income (loss) from continuing operations .....    $    (11,524)    $      4,635
Gain from discontinued operations ............               6              780
                                                  ------------     ------------
Net income (loss) ............................    $    (11,518)    $      5,415
                                                  ============     ============

Weighted average common shares outstanding ...          32,314           33,315
Common share equivalents .....................               -            3,750
                                                  ------------     ------------
Weighted average common shares and common
  share equivalents ..........................          32,314           37,065
                                                  ============     ============

Net income (loss) per share - basic:
  Continuing operations ......................    $      (0.36)    $       0.14
  Discontinued operations ....................            0.00             0.02
                                                  ------------     ------------
Net income (loss) per share ..................    $      (0.36)    $       0.16
                                                  ============     ============
Net income (loss) per share - diluted:
  Continuing operations ......................    $      (0.36)    $       0.13
  Discontinued operations ....................            0.00             0.02
                                                  ------------     ------------
Net income (loss) per share ..................    $      (0.36)    $       0.15
                                                  ============     ============

                                                    Thirty-nine Weeks Ended
                                                  -----------------------------
                                                    March 30,        March 24,
                                                       2001            2000
                                                  ------------     ------------

Income (loss) from continuing operations .....    $     (1,426)    $      9,270
Gain from discontinued operations ............               2              822
                                                  ------------     ------------
Net income (loss).............................    $     (1,424)    $     10,092
                                                  ============     ============

Weighted average common shares outstanding ...          33,103           28,624
Common share equivalents .....................               -            4,200
                                                  ------------     ------------
Total ........................................          33,103           32,824
                                                  ============     ============

Net income (loss) per share - basic:
  Continuing operations ......................    $      (0.04)    $       0.32
  Discontinued operations ....................            0.00             0.03
                                                  ------------     ------------
Net income (loss) per share ..................    $      (0.04)    $       0.35
                                                  ============     ============

Net income (loss) per share - diluted:
  Continuing operations ......................    $      (0.04)    $       0.28
  Discontinued operations ....................            0.00             0.03
                                                  ------------     ------------
Net income (loss) per share ..................    $      (0.04)    $       0.31
                                                  ============     ============

                                       9
<PAGE>
8. SEGMENT INFORMATION

The Company operates in two industry segments: the Telecommunications Equipment
segment which provides a comprehensive range of products, including RF
amplifiers and fiber optic equipment for the network headend, node and RF plant;
and the Broadband Management Services segment which focuses on enabling
reliable, high speed, broadband communications over HFC networks and includes
network management and enabling services, high-speed data certification, system
integration services, data security solutions, network engineering and design,
system activation, network optimization, and system maintenance.

Information about industry segments for the thirteen-week and the thirty-nine
week periods ended March 30, 2001, and March 24, 2000, are as follows:

                                                Continuing Operations
                                              ----------------------------
                                               Telecom-   Broadband
                                              munications Management
                                              Equipment   Services     Total
                                             ---------------------------------

13 week period ended March 30, 2001

Total revenue ..............................   $ 32,318   $  7,816    $ 40,134
Operating loss (A) .........................     (7,400)    (2,582)     (9,982)
Investment income ..........................                             1,820
Interest expense ...........................                                36
Income tax benefit(A) ......................                            (3,312)
Cash equivalents and marketable securities .                           102,774
Identifiable assets at March 30, 2001 (B)       122,245     17,747     139,992
Capital expenditures .......................      1,002        185       1,187
Depreciation and amortization ..............      2,169        602       2,771

13 week period ended March 24, 2000

Total revenue ..............................   $ 53,998   $  9,341    $ 63,339
Operating income (loss) (A) ................      8,024     (2,733)      5,291
Investment income ..........................                             1,884
Interest expense ...........................                                14
Income tax benefit(A).......................                            (1,310)
Cash equivalents and marketable securities .                           118,020
Identifiable assets at March 24, 2000 (B)       120,664     18,633     139,297
Capital expenditures .......................      1,060        627       1,687
Depreciation and amortization ..............      1,818        548       2,366

39 week period ended March 30, 2001

Total revenue ..............................   $151,461   $ 33,053    $184,514
Operating income (loss) (A).................      6,087     (2,207)      3,880
Investment income ..........................                             5,737
Interest expense ...........................                                65
Income tax expense(A) ......................                             3,739
Cash equivalents and marketable securities .                           102,774
Identifiable assets at March 30, 2001 (B)       122,245     17,747     139,992
Capital expenditures .......................      2,204        729       2,933
Depreciation and amortization ..............      5,702      1,881       7,583

39 week period ended March 24, 2000

Total revenue ..............................   $175,983   $ 27,198    $203,181
Operating income (loss)(A) .................     21,277     (3,230)     18,047
Investment income ..........................                             2,802
Interest expense ...........................                               775
Income tax expense (A) .....................                             3,556
Cash equivalents and marketable securities .                           118,020
Identifiable assets at March 24, 2000 (B)       120,664     18,633     139,297
Capital expenditures .......................      5,070      1,798       6,868
Depreciation and amortization ..............      5,970      1,249       7,219

(A)  Operating income (loss) and income tax expense (benefit) exclude the impact
     of non-recurring merger-related and restructuring costs.

(B)  Identifiable assets at March 30, 2001 and March 24, 2000 exclude
     cash equivalents and marketable securities related to the Company's
     follow-on public offering.

                                       10
<PAGE>
The Company and subsidiaries operate in various geographic areas as indicated by
the following:
<TABLE>
<CAPTION>
                                                    U.S       Europe   Elimination    Total
                                               --------------------------------------------
<S>                                            <C>         <C>           <C>      <C>
13 week period ended March 30, 2001
Sales to unaffiliated customers:
Domestic ....................................  $  37,082   $     805     $  --    $  37,887
Export ......................................      2,247        --          --        2,247
Transfers between geographic areas ..........        400        --          (400)         0
Total revenue ...............................     39,729         805        (400)    40,134
Operating income (loss)(A) ..................     (9,930)        (52)       --       (9,982)
Investment income ...........................                                         1,820
Interest expense ............................                                            36
Income tax benefit (A) ......................                                        (3,312)
Identifiable assets at March 30, 2001 .......    239,927       3,127        --      243,054
Capital expenditures ........................      1,187          --        --        1,187
Depreciation and amortization ...............      2,771          --        --        2,771

13 week period ended March 24, 2000
Sales to unaffiliated customers:
Domestic ....................................  $  56,579   $     320     $  --    $  56,899
Export ......................................      6,440        --          --        6,440
Transfers between geographic areas ..........        104        --          (104)         0
Total revenue ...............................     63,123         320        (104)    63,339
Operating income (A) ........................      4,542         749        --        5,291
Investment income ...........................                                         1,884
Interest expense ............................                                            14
Income tax benefit (A) ......................                                        (1,310)
Identifiable assets at March 24, 2000 .......    256,605         821        --      257,426
Capital expenditures ........................      1,687        --          --        1,687
Depreciation and amortization ...............      2,361           5        --        2,366

39 week period ended March 30, 2001
Sales to unaffiliated customers:
Domestic ....................................  $ 161,228   $   3,220     $  --    $ 164,448
Export ......................................     20,066        --          --       20,066
Transfers between geographic areas ..........        615        --          (615)         0
Total revenue ...............................    181,909       3,220        (615)   184,514
Operating income (A) ........................      3,870          10        --        3,880
Investment income ...........................                                         5,737
Interest expense ............................                                            65
Income tax expense (A) ......................                                         3,739
Identifiable assets at March 30, 2001 .......    239,927       3,127        --      243,054
Capital expenditures ........................      2,933          --        --        2,933
Depreciation and amortization ...............      7,555          28        --        7,583

39 week period ended March 24, 2000
Sales to unaffiliated customers:
Domestic ....................................  $ 181,682   $     497     $  --    $ 182,179
Export ......................................     21,002        --          --       21,002
Transfers between geographic areas ..........        136        --          (136)         0
Total revenue ...............................    202,820         497        (136)   203,181
Operating income (A) ........................     17,968          79        --       18,047
Investment income ...........................                                         2,802
Interest expense ............................                                           775
Income tax expense (A).......................                                         3,556
Identifiable assets at March 24, 2000 .......    256,605         821        --      257,426
Capital expenditures ........................      6,867           1        --        6,868
Depreciation and amortization ...............      7,204          15        --        7,219
</TABLE>

(A)  Operating income (loss) and income tax expense (benefit) exclude the impact
     of non-recurring merger-related and restructuring costs.

                                       11
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

General

The following discussion addresses the financial condition of C-COR.net Corp.
(the Company, or we) as of March 30, 2001, and the results of operations for the
thirteen-week and thirty-nine week periods ended March 30, 2001, compared with
the same periods of the prior fiscal year. This discussion should be read in
conjunction with the Management's Discussion and Analysis section for the fiscal
year ended June 30, 2000, included in the Company's Annual Report on Form 10-K.

Disclosure Regarding Forward-Looking Statements

Some of the information presented in this report contains forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, among
others, statements regarding the ability of the Company to expand its product
offering, statements regarding near-term softening in demand for
telecommunications equipment, the continuation of network upgrade activity, the
trend toward more fiber in the network, the Company's ability to develop new and
enhanced products, global demand for the Company's products and services, the
ability of the Company to expand its operations internationally and statements
relating to the Company's business strategy. Forward-looking statements
represent the Company's judgment regarding future events. Although the Company
believes it has a reasonable basis for these forward-looking statements, the
Company cannot guarantee their accuracy and actual results may differ materially
from those the Company anticipated due to a number of uncertainties, many of
which we are not aware. Factors which could cause actual results to differ from
expectations include, among others, capital spending patterns of the
communications industry, the Company's ability to develop new and enhanced
products, continued industry consolidation, the development of competing
technology, and the Company's ability to achieve its strategic objectives. For
additional information concerning these and other important factors which may
cause the Company's actual results to differ materially from expectations and
underlying assumptions, please refer to the reports filed by the Company with
the Securities and Exchange Commission.

Results of Operations

Net sales for the thirteen-week period ended March 30, 2001 were $40.1 million,
a decrease of 37% from the prior year's sales of $63.3 million for the same
period. Net sales for the thirty-nine week period ended March 30, 2001 were
$184.5 million, a decrease of 9% from the prior year's sales of $203.2 million
for the same period.

Telecommunications Equipment segment sales decreased by 40% to $32.3 million
during the thirteen-week period, compared to $54.0 million for the same period
of the prior year. Telecommunications Equipment segment sales decreased by 14%
to $151.5 million during the thirty-nine-week period, compared to $176.0 million
for the same period of the prior year. We believe the decreases for the quarter
and year-to-date periods reflect the sharp slowdown of capital spending in the
telecommunications industry that began in the latter part of calendar year 2000.
We believe factors affecting the slowdown in capital spending include high
customer on-hand inventory levels, delays in construction schedules for hybrid
fiber coax (HFC) network system build-outs, continued customer consolidation,
and access to financing. We expect network system upgrade activity for current
build-outs to continue, but spending for HFC network products to be delayed, as
customers review their capital spending and upgrade plans. As a result, we
anticipate a lower demand for telecommunications products in the near-term.

                                       12
<PAGE>

Broadband Management Services (BMS) segment sales decreased by 16% to $7.8
million during the thirteen-week period, compared to $9.3 million for the same
period of the prior year. BMS segment sales increased by 22% to $33.1 million
during the thirty-nine-week period, compared to $27.2 million for the same
period of the prior year. BMS segment revenues were also negatively impacted
during the quarter due to a slowdown in upgrade activities by several customers
for technical customer services. The increase in BMS sales for the thirty-nine
week period ended was due to an increase in technical services related to
network upgrades, principally as a result of strong demand in the first half of
the fiscal year before industry upgrade activity slowed. Domestic sales as a
percentage of total consolidated sales were 92% and 87% for the thirteen-week
and thirty-nine-week periods ended March 30, 2001, respectively. This compares
to 89% for both periods of the prior year. Sales to domestic customers declined
year over year 34% and 11% during the thirteen-week and thirty-nine week
periods, respectively, primary due to a declines in Telecommunications Equipment
segment sales for the periods.

International sales as a percentage of total consolidated sales were 8% and 13%
for the thirteen-week and thirty-nine-week periods ended March 30, 2001,
respectively. This compares to 11% for both periods of the prior year. For the
quarter, sales to international customers decreased 55%, due to reduced spending
in Canada and Asia, but for the thirty-nine week period they increased 8%,
principally due to sales of telecommunications equipment. This growth reflected
sales to a major customer in Canada and increased demand from customers in the
EuroPacific region in the first half of the fiscal year. We expect the demand
for our products in international markets will continue to be highly variable.
The international markets represent distinct markets in which capital spending
decisions for HFC network distribution equipment can be impacted by a variety of
factors, including access to financing and general economic conditions.

Gross margins were 4.1% and 22.0% for the thirteen-week and thirty-nine-week
periods ended March 30, 2001, respectively. This compares to 26.3% and 26.2% for
the same respective periods of the prior year. For the Telecommunications
Equipment segment, gross margins were 1.9% and 21.5% for the thirteen-week and
thirty-nine-week periods ended March 30, 2001, respectively. This compares to
29.2% and 28.1% for the same respective periods of the prior year. The decrease
in gross margins for the periods derived primarily from under-absorbed
manufacturing overhead resulting from lower production volumes, and increases to
operating reserves for inventory obsolescence and warranty costs. We took steps
during the quarter to mitigate the impact of volume reductions by announcing
plans to consolidate over the next six months our manufacturing operations in
State College and Tipton, Pennsylvania to our Tijuana, Mexico facility. We
anticipate reduced gross margins in future quarters as the Company completes
this consolidation. In addition, we incurred expenses of $3.2 million during the
quarter to address technological obsolescence and slow moving inventories, as
well as $1.3 million for higher warranty costs for equipment upgrades and
replacements during the period. For the BMS segment, gross margins were 13.2%
and 24.2% for the thirteen-week and thirty-nine-week periods ended March 30,
2001, respectively. This compares to 9.9% and 13.9% for the same respective
periods of the prior year. The increases in gross margin for the quarter and
year-to-date period were due primarily to service mix and volume changes.

Selling and administrative expenses were $7.2 million (17.9% of net sales) for
the thirteen-week period ended March 30, 2001, compared to $7.1 million (11.1%
of net sales) for the same period of the prior year. Selling and administrative
expenses were $23.4 million (12.7% of net sales) for the thirty-nine-week period
ended March 30, 2001, compared to $24.2 million (11.9% of net sales) for the
same period of the prior year. Our selling and administrative expense in
absolute dollars did not vary much for the quarter, and declined slightly for
the period year-to-date, but did increase as a percentage of sales due to the
lower revenue volume for the periods. We have taken steps to reduce selling and
administrative expenses, including personnel and other operating costs, to
obtain a more favorable cost structure. We do anticipate increased selling and
administrative expense in future periods, related to the acquisition of
MobileForce Technologies Inc. (MobileForce), although selling and administrative
expenses are expected to vary as a percentage of net sales. See Note 5.

Research and product development expenses were $4.5 million (11.1% of net sales)
for the thirteen-week period ended March 30, 2001, compared to $4.3 million
(6.8% of net sales) for the same period of the prior year. Research and product
development expenses were $13.3 million (7.2% of net sales) for the
thirty-nine-week period ended March 30, 2001, compared to $11.0 million (5.4% of
net sales) for the same period of the prior year. Research and product


                                       13
<PAGE>
development expenditures in absolute dollars did not vary much for the quarter,
but did increase for the period year-to-date. The increase year-to-date derives
from higher personnel costs and additional expenses primarily for development of
fiber optic transmission products and the continued development of network
management products and capabilities. We anticipate continuing increases in
research and product development expenses in future periods, related to ongoing
initiatives in the development of fiber optic products and network management
products and capabilities, as well as the acquisition of MobileForce, although
research and product development expenses are expected to vary as a percentage
of net sales.

The following discussion of operating income (loss) by segment for the
thirteen-week and thirty-nine-week periods compared to the same periods of the
prior year, exclude non-recurring merger related and restructuring costs.
Operating loss for the Telecommunications Equipment segment for the
thirteen-week period ended March 30, 2001, was $7.4 million, compared to
operating income of $8.0 million for the same period of the prior year.
Operating income for the Telecommunications Equipment segment for the
thirty-nine-week period ended March 30, 2001, was $6.1 million, compared to
$21.3 million for the same period of the prior year. Lower revenues and gross
margins for the quarter and year-to-date period from reduced demand for
telecommunications products negatively impacted operating results compared to
the prior year. Operating loss for the BMS segment for the thirteen-week period
ended March 30, 2001, was $2.6 million, compared to $2.7 million for the same
period of the prior year. On a year to date basis, for the thirty-nine-week
period ended March 30, 2001, operating loss for the BMS segment was $2.2
million, compared to $3.2 million for the same period of the prior year.
Operating results of our BMS segment were also negatively impacted during the
quarter due to lower revenue and gross margins, and although revenues have
increased for the period year-to-date, operating results continue to reflect
investments and development costs associated with our network management
products.

Interest expense was $36,000 for the thirteen-week period ended March 30, 2000,
compared to $14,000 for the same period of the prior year. Interest expense was
$65,000 for the thirty-nine-week period ended March 30, 2001, compared to
$775,000 for the same period of the prior year. On a year-to-date basis, the
decrease in interest expense resulted from reductions of long-term debt and
borrowings on various short-term credit facilities, and a decrease in the
amortization related to the fair market value of warrants issued in fiscal year
1999 in connection with certain debt financing arrangements by Silicon Valley
Communications, Inc. (SVCI).

Investment income was $1.8 million for the thirteen-week period ended March 30,
2001, compared to $1.9 million for the same period of the prior year. Investment
income for the thirty-nine-week period ended March 30, 2001 was $5.7 million,
compared to $2.8 million for the same period of the prior year. The increase in
investment income for the period year-to-date resulted from short-term
investments of the net proceeds received in our follow-on public offering
completed on November 12, 1999.

Our overall effective income tax benefit rate was 40% for the both the
thirteen-week and thirty-nine-week periods ended March 30, 2001. This compared
to an overall effective income tax expense (benefit) rate of (62%) and 21% for
the same periods of the prior year, respectively. The tax benefit for the
quarter period of the prior year resulted primarily from adjustment to the
valuation allowance for deferred tax assets related to certain benefits from the
acquisitions of Convergence.com Corporation (Convergence) and SVCI. For the
prior year-to-date period, the effective income tax rate was also impacted by
permanent differences for non-deductible business combination costs associated
with the acquisitions of Convergence, SVCI, and Worldbridge Broadband Services,
Inc. (Worldbridge).

Merger and Restructuring Costs

During the thirteen-week period ended March 30, 2001, we recorded a total
restructuring charge of $11.1 million, related to our decision to consolidate
our manufacturing and network management operations, affecting our State College
and Tipton, Pennsylvania and Atlanta Georgia, facility locations. The decision
was based upon reduced near-term demand for our telecommunications products and
anticipated continuing shifts of product mix in response to evolving network
architectures. The non-recurring charge represents employee severance and
termination benefits for approximately 850 employees and other costs to
consolidate the operations. Other costs reflect a write-down of fixed assets
that were employed in the operations, which we anticipate disposing of over the
next few quarters, as well as cancellation costs associated with fixed
contractual obligations. For the thirty-nine week period, total non-recurring

                                       14
<PAGE>

merger and restructuring related costs of $11.7 million reflect the above
actions, as well as our decision in the previous quarter to discontinue
providing high-speed data Helpdesk services. Merger and restructuring costs of
$8.0 million incurred in the prior year related to the acquisitions of
Convergence, SVCI and Worldbridge.

Liquidity and Capital Resources

In November 1999, we completed a follow-on public offering of our common stock,
resulting in net proceeds (after deducting issuance costs) of $133.3 million. As
of March 30, 2001, cash and cash equivalents and marketable securities totaled
$120.6 million, down from $137.5 million at June 30, 2000.

Net cash and cash equivalents provided by operating activities were $7.9 million
for the thirty-nine-week period ended March 30, 2001, compared to $1.3 million
for the same period of the prior year. The increase in net cash and cash
equivalents provided by operating activities was primarily due to reductions in
accounts receivable, and were partially offset by increases in inventories and
other assets, and reductions of accounts payables and accrued liabilities.

Net cash and cash equivalents provided by investing activities were $30.5
million for the thirty-nine-week period ended March 30, 2001, compared to net
cash and cash equivalents used in investing activities of $65.1 million for the
same period of the prior year. The increase in cash and cash equivalents
provided by investing activities was primarily due to proceeds from the sales of
marketable securities and other short-term investments. Other investing
activities included our purchases of property, plant and equipment for $2.9
million, as compared to $6.9 million for the same period of the prior year.

Net cash and cash equivalents used in financing activities were $21.9 million
for the thirty-nine-week period ended March 30, 2001, resulting primarily from
the purchase of treasury stock during the period. On September 25, 2000, we
announced a stock repurchase program, effective September 22, 2000. The program
allowed the Company to repurchase up to 2,000,000 shares of C-COR.net common
stock. On April 6, 2001, we raised the ceiling of this stock repurchase program
to allow the buy back of an additional 2,000,000 shares, bringing the total to
4,000,000 shares authorized under this program. The shares may be purchased from
time to time in the open market through block or privately negotiated
transactions, or otherwise. The Company intends to use its currently available
capital resources to fund the purchases. The repurchased stock is being held by
the Company as treasury stock to be used to meet the Company's obligations under
its present and future stock option plans and for other corporate purposes. As
of March 30, 2001, 1,895,090 shares have been repurchased under this stock
repurchase program. Our other financing activities consisted primarily of
payments on short-term and long-term debt and proceeds from the exercise of
employee stock options and warrants. This compared to net cash and cash
equivalents provided by financing activities of $133.5 million for the same
period of the prior year. The increase in net cash and cash equivalents provided
by financing activities for the prior year period resulted from the net proceeds
from our follow-on public offering of our common stock, completed in November
1999.

We have a credit agreement with three banks under which we may borrow up to
$70.0 million. Under the credit agreement, $20.0 million is available as a
revolving line-of-credit, subject to an aggregate sub-limit of $2.0 million for
issuance of letters of credit, which is committed through November 29, 2001. The
credit agreement also permits us to borrow up to $50.0 million, for strategic
acquisitions and/or investments, which is also committed through November 29,
2001. Credit pricing on these facilities is a function of our total funded
indebtedness to earnings before interest, taxes, depreciation and amortization
(EBITDA) ratio. Borrowings under the credit agreement bear interest at various
rates, at our option, and are limited to two and one quarter times EBITDA.
Borrowings on these facilities are unsecured, subject to a negative pledge on
all business assets, and we are required to maintain certain financial ratios
and comply with indebtedness tests. As of March 30, 2001, we had no borrowings
outstanding under the credit agreement and based upon our EBITDA, as measured on
a rolling four-quarter basis, approximately $36.0 million of the facility was
available. Based upon the current slowdown in business, we anticipate a reduced
borrowing capacity under the current credit agreement. We are in the process of
renegotiating certain terms of the credit agreement to accommodate operating
losses that the Company is currently experiencing. We anticipate that we will be

                                       15
<PAGE>
successful in negotiating satisfactory terms, or alternatively, in securing a
replacement facility.

Management believes that operating cash flow, proceeds received from the
follow-on public offering, as well as the expected borrowing capacity under our
credit agreement, will be adequate to provide for all cash requirements for the
foreseeable future, subject to requirements that strategic developments might
dictate.

Subsequent Events:

On April 27, 2001, we completed a merger with MobileForce of Pleasanton,
California, a Delaware corporation. MobileForce develops and markets workforce
management applications and wireless mobile computing solutions for the
broadband industry and other large field service industries. We acquired
MobileForce for approximately $5.0 million in cash and the assumption of
approximately $15.0 million of MobileForce debt in exchange for all of the
outstanding stock of MobileForce. Outstanding stock options to acquire
MobileForce common stock were converted into fully vested stock options to
acquire an aggregate 500,000 shares of the Company's common stock, having a fair
value of approximately $3.4 million. The acquisition agreement provides for
additional cash consideration to be paid to the MobileForce stockholders, in an
amount not to exceed $13.5 million, if MobileForce secures certain sales order
contracts prior to April 30, 2002 and/or achieves certain revenue levels during
the period of May 1, 2001 through April 30, 2002. The merger is being accounted
for as a purchase, and for federal income tax purposes as a qualified stock
purchase. Any excess of the purchase price and related costs over the fair value
assigned to the net assets of the business will be recorded as goodwill and
amortized on a straight-line basis over its estimated useful life. The results
of operations of MobileForce will be included in the consolidated financial
statements of the Company from the date of acquisition. The nature and amount of
consideration paid in connection with the merger was determined based on arms-
length negotiations between the Company and MobileForce. We used our available
working capital to fund the acquisition. Assets acquired by the Company consist
primarily of deferred tax assets and intellectual property and equipment, which
are used by MobileForce in the development and sale of mobile workforce
management solutions. We will continue to use such assets in the same manner and
MobileForce will be integrated into our Broadband Management Services segment.


                                       16
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

          (Not Applicable)

PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Shareholders

          (Not Applicable)

Item 5.  Other Information

Certain former securityholders and employees of a company which C-COR.net Corp.
acquired have filed claims against C-COR.net Corp. alleging violations of state
securities laws and certain other state law claims under a stock option plan.
C-COR.net Corp. believes it has defenses to these claims and is contesting them
vigorously.

Item 6.   Exhibits and Reports on Form 8-K

The following exhibits are included herein:

2.1  Agreement and Plan of Merger dated as of March 29, 2001, between the
     Registrant, Broadband Management Solutions, LLC and MobileForce
     Technologies, Inc. (incorporated by reference to Registrant's Form 8-K
     filed May 11, 2001.

Reports on Form 8-K

On March 29, 2001, the Registrant filed a Form 8-K dated March 29, 2001, which
included a press release reporting it had entered into a definitive merger
agreement with MobileForce Technologies, Inc. ("MobileForce"), contingent upon
certain closing conditions set forth in the merger agreement.

On May 11, 2001, the Registrant filed a Form 8-K dated April 27, 2001, which
disclosed the terms of the Registrants' acquisition of MobileForce Technologies,
Inc.


                                       17
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               C-COR.net Corp.
                                                (Registrant)

Date: May 14, 2001                             /s/ William T. Hanelly
                                              ---------------------------------
                                               Vice President-Finance,
                                               Secretary & Treasurer
                                               (Principal Financial Officer)

Date: May 14, 2001                             /s/ Joseph E. Zavacky
                                              ---------------------------------
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)