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                                 EXHIBIT (3)(i)

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                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                            OF ELASTIC NETWORKS INC.

      ELASTIC NETWORKS INC. (the "Corporation") is a corporation duly organized
and existing under the General Corporation Law of the State of Delaware, as
amended (the "Code"). Its original Certificate of Incorporation was filed with
the Secretary of State of Delaware on September 22, 1998.

      The Corporation hereby certifies that this Second Amended and Restated
Certificate of Incorporation was duly adopted by all of the stockholders of the
Corporation (the "Stockholders") pursuant to a duly adopted resolution of the
board of directors of the Corporation (the "Board of Directors") declaring its
advisability, and in each case, in accordance with the provisions of Sections
242 and 245 of the Code.

                                       I.

      The name of the Corporation is Elastic Networks Inc.

                                       II.

      The Corporation shall have perpetual duration.

                                      III.

      The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which corporations may be organized under the Code
and to possess and exercise all of the powers and privileges granted by such
law.

                                      IV.

      The total number of shares of capital stock which the Corporation is
authorized to issue is one hundred twenty five million (125,000,000) divided
into two classes as follows:

                  (1) one hundred million (100,000,000) shares of common stock,
            $0.01 par value per share ("Common Stock"); and

                  (2) twenty five million (25,000,000) shares of preferred
            stock; $0.01 par value per share ("Preferred Stock").

      The holders of Common Stock shall be entitled to one vote for each share
on all matters required or permitted to be voted on by the Stockholders.

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      The Board of Directors is authorized, subject to limitations prescribed by
law and the provisions of this Second Amended and Restated Certificate of
Incorporation, to provide for the issuance of shares of Preferred Stock in
series, and by filing a certificate pursuant to the Code, to establish from time
to time the number of shares to be included in each such series, and to fix the
voting powers, designations, preferences, and relative, participating, optional,
or other special rights of the shares of each such series, and the
qualifications, limitations, or restrictions thereof.

      The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

            (1) The number of shares constituting that series and the
            distinctive designation of that series; and

            (2) The dividend rate on the shares of that series, whether
            dividends shall be cumulative, and, if so, from which date or dates,
            and the relative rights of priority, if any, of payment of dividends
            on shares of that series. Dividends on outstanding shares of
            Preferred Stock shall be paid or declared and set apart for payment
            before any dividends shall be paid or declared and set apart for
            payment on the common shares with respect to the same dividend
            period; and

            (3) Whether that series shall have voting rights, in addition to the
            voting rights provided by law, and, if so, the terms of such voting
            rights; and

            (4) Whether that series shall have conversion privileges, and, if
            so, the terms and conditions of such conversion, including provision
            for adjustment of the conversion rate in such events as the Board of
            Directors shall determine; and

            (5) Whether or not the shares of that series shall be redeemable,
            and, if so, the terms and conditions of such redemption, including
            the date or dates upon or after which they shall be redeemable, and
            the amount per share payable in case of redemption, which amount may
            vary under different conditions and at different redemption dates;
            and

            (6) Whether that series shall have a sinking fund for the redemption
            or purchase of shares of that series and, if so, the terms and
            amount of such sinking fund; and

            (7) The rights of the shares of that series in the event of
            voluntary or involuntary liquidation, dissolution or winding up of


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            the Corporation, and the relative rights of priority, if any, of
            payment of shares of that series; and

            (8) Any other relative, participating, optional, or other special
            rights, preferences, qualifications, restrictions, and limitations
            of that series.

      If upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the holders of shares of all series of
Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect thereto.

                                       V.

      The Board of Directors is hereby expressly authorized to make, amend,
repeal or otherwise alter the Bylaws of the Corporation.

                                      VI.

      The members of the Board of Directors (each a "Director") shall not be
required to be elected by written ballots.

                                      VII.

      The Directors shall be protected from personal liability, through
indemnification or otherwise, to the fullest extent permitted under the Code.

      A Director shall under no circumstances have any personal liability to the
Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a Director, except for those specific breaches and acts or omissions
with respect to which the Code expressly provides that this provision shall not
eliminate or limit such personal liability of Directors. The modification or
repeal of this paragraph of this Article VII shall not adversely affect the
restriction hereunder of a Director's personal liability for any act or omission
occurring prior to such modification or repeal.

      The Corporation shall indemnify each Director and officer of the
Corporation to the fullest extent permitted by applicable law, except as may be
otherwise provided in the Corporation's Bylaws. The modification or repeal of
this paragraph of this Article VII shall not adversely affect the right of
indemnification of any Director or officer hereunder with respect to any act or
omission occurring prior to such modification or repeal.


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                                     VIII.

      (a) The business and affairs of the Corporation shall be managed by, or
under the direction of, the Board of Directors, which shall be comprised as
follows:

            (1) The number of Directors of the Corporation shall be not less
            than two (2) and not more than seventeen (17), the exact number
            within such minimum and maximum limits to be fixed and determined
            from time to time by resolution of a majority of the Board of
            Directors or by the affirmative vote of the holders of at least a
            majority of all outstanding shares entitled to be voted in the
            election of Directors, voting together as a single class.

            (2) The Board of Directors shall be divided into three classes
            (designated as Class I, Class II, and Class III), as nearly equal in
            number as possible. The initial term of Class I Directors shall
            expire at the annual meeting of Stockholders in 2001, that of Class
            II shall expire at the annual meeting of Stockholders in 2002, and
            that of Class III Directors shall expire at the annual meeting of
            Stockholders in 2003, and in all cases as to each Director, until
            his or her successor shall be elected and shall qualify, or until
            his or her earlier resignation, removal from office, death or
            incapacity.

            (3) Subject to the foregoing, at each annual meeting of the
            Stockholders, the successors to the class of Directors whose term
            shall then expire shall be elected to hold office for a term
            expiring at the third succeeding annual meeting and until their
            successors shall be elected and qualified. Except as set forth below
            with respect to vacancies and newly created directorships, Directors
            shall be elected by a plurality of the votes of the shares present
            in person or represented by proxy at the meeting and entitled to
            vote on the election of Directors.

            (4) If the number of Directors is changed by resolution of the Board
            of Directors pursuant to this Article VIII, any increase or decrease
            shall be apportioned among the classes so as to maintain the number
            of Directors in each class as nearly equal as possible, but in no
            case shall a decrease in the number of Directors shorten the term of
            an incumbent Director.


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            (5) Nominations for the election of Directors may be made by the
            Board of Directors or a committee appointed by the Board of
            Directors, or by any Stockholder of record entitled to vote
            generally in the election of Directors; provided, however, that any
            Stockholder of record entitled to vote generally in the election of
            Directors may nominate one or more persons for election as Directors
            at a meeting only if written notice of such Stockholder's intent to
            make such nomination or nominations has been given, either by
            personal delivery or by the United States mail, postage prepaid, to
            the Secretary of the Corporation not later than (i) with respect to
            any election to be held at the annual meeting of Stockholders,
            ninety (90) days in advance of such meeting, and (ii) with respect
            to any election for Directors to be held at a special meeting of
            Stockholders, the close of business on the seventh (7th) day
            following the date on which notice of such meeting is first given to
            Stockholders. Each such notice shall set forth:

                  (a) the name and address of the Stockholder of record who
            intends to make the nomination and of the person or persons to be
            nominated;

                  (b) a representation that the Stockholder is a holder of
            record of shares of the Corporation entitled to vote at such meeting
            and intends to appear in person or by proxy at the meeting to
            nominate the person or persons specified in the notice;

                  (c) a description of all arrangements or understandings
            between the Stockholder and each nominee and any other person or
            persons (naming such person or persons) pursuant to which the
            nomination or nominations are to be made by the Stockholder;

                  (d) such other information regarding each nominee proposed by
            such Stockholder as would be required to be included in a proxy
            statement filed pursuant to the then-current proxy rules of the
            Securities and Exchange Commission if the nominees were to be
            nominated by the Board of Directors; and

                  (e) the consent of each nominee to serve as a Director of the
            Corporation if so elected.


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                  The chairman of the meeting may refuse to acknowledge the
            nomination of any person not made in compliance with the foregoing
            procedure.

            (6) Any vacancy on the Board of Directors that results from an
            increase in the number of Directors or from the prior death,
            resignation, retirement, disqualification or removal from office of
            a Director shall be filled by the affirmative vote of a majority of
            the Board of Directors then in office, though less than a quorum, or
            by the sole remaining Director, or by the Stockholders if the Board
            of Directors has not filled the vacancy. Any Director elected to
            fill a vacancy resulting from the prior death, resignation,
            retirement, disqualification or removal from office of a Director
            shall have the same remaining term as that of his or her
            predecessor.

            (7) At any meeting of the Stockholders with respect to which notice
            of such purpose has been given, the entire Board of Directors or any
            individual Director may be removed only for cause by the affirmative
            vote of the holders of a majority of all outstanding shares entitled
            to be voted at an election of Directors.

            (8) Notwithstanding the foregoing, whenever the holders of any one
            or more classes or series of Preferred Stock issued by the
            Corporation shall have the right, voting separately by class or
            series, to elect Directors at an annual or special meeting of
            Stockholders, the election, term of office, filling of vacancies and
            other features of such directorships shall be governed by the terms
            of this Second Amended and Restated Certificate of Incorporation or
            the resolutions of the Board of Directors creating such class or
            series, as the case may be, applicable thereto.

      (b) Notwithstanding any other provisions of this Second Amended and
Restated Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that a lesser percentage for separate class vote for
certain action may be permitted by law, this Second Amended and Restated
Certificate of Incorporation or the Bylaws of the Corporation), the affirmative
vote of the holders of a majority of the votes entitled to be cast by the
holders of all the outstanding shares of capital stock, voting together as a
single class shall be required to make, alter, amend, change, add to or repeal
any provision of this Second Amended and Restated Certificate of Incorporation
or the Bylaws of the Corporation which is or which is proposed to be
inconsistent with this Article VIII.

      (c) The invalidity or unenforceability of this Article VIII or any portion
hereof, or of any action taken pursuant to this Article VIII, shall not affect
the validity or enforceability of any


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other provision of this Second Amended and Restated Certificate of
Incorporation, any action taken pursuant to such other provision, or any action
taken pursuant to this Article VIII.

                                      IX.

      No action or actions required to be taken, or which may be taken, at an
annual meeting or special meeting of the Stockholders, may be taken by written
consent, and any and all such actions may only be taken at a meeting or
meetings, as applicable, of the Stockholders, duly called and held, in
accordance with the Code, this Second Amended Restated Certificate of
Incorporation and the Bylaws of the Corporation.

                                       X.

      Special meetings of Stockholders may be called at any time for any purpose
or purposes by the Chairman of the Board of Directors a majority of the Board of
Directors, or the holder or holders of not less than 15% of all the shares of
stock entitled to vote on the issue proposed to be considered at the meeting if
such holder or holders sign, date and deliver to the Corporation's Secretary,
one or more written demands for the meeting describing the purpose or purposes
for which it is to be held.

                                      XI.

      The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
County, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

                                      XII.

      The Corporation reserves the right to alter, amend or repeal any provision
contained in this Second Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed by the laws of the State of Delaware. All
rights herein conferred are granted subject to the foregoing reservation.


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      IN WITNESS WHEREOF, the Corporation has caused this Second Amended and
Restated Certificate of Incorporation to be executed by Guy D. Gill, its Chief
Executive Officer, and by Kevin D. Elop, its Secretary, this the 25th day of
September, 2000.

                                        ELASTIC NETWORKS INC.

                                        By: /s/ Guy D. Gill
                                           -------------------------------
                                           Guy D. Gill
                                           Chief Executive Officer

ATTEST:

/s/ Kevin D. Elop
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Kevin D. Elop
Secretary


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