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                                                                     EXHIBIT 3.3

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                 PACKETEER, INC.

                         (As Amended December 13, 2000)

                             A Delaware Corporation


                                   Article 1.

                                     OFFICES

Section 1.01   Registered Office. The registered office of Packeteer, Inc. (the
"Corporation") in the State of Delaware shall be at 1013 Centre Road,
Wilmington, County of New Castle, 19805. The name of the Corporation's
registered agent at such address shall be Corporation Service Company.

Section 1.02   Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Company's
Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   Article 2.

                             MEETING OF STOCKHOLDERS

Section 2.01   Place and Time of Meetings. An annual meeting of the stockholders
shall be held for the purpose of electing directors and conducting such other
business as may come before the meeting. The date, time and place of the annual
meeting shall be determined by resolution of the Board of Directors. Special
meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof. Special meetings
of the stockholders may be called by the President for any purpose and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting.

Section 2.02   Notice. Written or printed notice of every annual or special
meeting of the stockholders, stating the place, date, time, and, in the case of
special meetings, the purpose or purposes of such meeting, shall be given to
each stockholder entitled to vote at such meeting not less than 10 nor more than
60 days before the date of the meeting.


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Section 2.03   All such notices shall be delivered, either personally or by
mail, by or at the direction of the Board of Directors, the Chairman of the
Board or the Secretary, and if mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the stockholder
at his or her address as it appears on the records of the Corporation, with
postage prepaid. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

Section 2.04   Stockholders List. The officer having charge of the stock ledger
of the Corporation shall make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, specifying the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

Section 2.05   Quorum. The holders of a majority of the stock issued and
outstanding, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business,
except as otherwise provided by statute or by the certificate of incorporation.
If a quorum is not present, the holders of the shares present in person or
represented by proxy at the meeting and entitled to vote thereat, shall have the
power, by the affirmative vote of the holders of a majority of such shares, to
adjourn the meeting to another time and/or place. Unless the adjournment is for
more than thirty days or unless a new record date is set for the adjourned
meeting, no notice of the adjourned meeting need be given to any stockholder,
provided that the time and place of the adjourned meeting were announced at the
meeting at which the adjournment was taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.

Section 2.06   Vote Required. When a quorum is present or represented by proxy
at a meeting, the vote of the holders of a majority of the shares present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provisions of an
applicable statute or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 2.07   Voting Rights. Except as otherwise provided in the certificate of
incorporation and subject to Section 3 of Article VI hereof, every stockholder
shall, at every meeting of the stockholders, be entitled to one vote in person
or by proxy for each share of capital stock held by such stockholder, except
that no proxy shall be voted after three years from its date, unless such proxy
provides for a longer period.

Section 2.08   Nomination of Directors. Nominations for election to the Board of
Directors must be made by the Board of Directors or by any stockholder of any


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outstanding class of capital stock of the Corporation entitled to vote for the
election of directors. Nominations, other than those made by the Board of
Directors of the Corporation, must be preceded by notification in writing
received by the Secretary of the Corporation not less than twenty (20) days nor
more than sixty (60) days prior to any meeting of stockholders called for the
election of directors. Such notification shall contain the written consent of
each proposed nominee to serve as a director if so elected and the following
information as to each proposed nominee and as to each person, acting alone or
in conjunction with one or more other persons as a partnership, limited
partnership, syndicate or other group, who participates or is expected to
participate in making such nomination or in organizing, directing or financing
such nomination or solicitation of proxies to vote for the nominee:

     (a)  the name, age, residence, address, and business address of each
     proposed nominee and of each such person;

     (b)  the principal occupation or employment, the name, type of business and
     address of the corporation or other organization in which such employment
     is carried on of each proposed nominee and of each such person;

     (c)  the amount of stock of the Corporation owned beneficially, either
     directly or indirectly, by each proposed nominee and each such person; and

     (d)  a description of any arrangement or understanding of each proposed
     nominee and of each such person with each other or any other person
     regarding future employment or any future transaction to which the
     Corporation will or may be a party.

     The presiding officer of the meeting shall have the authority to determine
and declare to the meeting that a nomination not preceded by notification made
in accordance with the foregoing procedure shall be disregarded.

Section 2.09   At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in this Bylaw, who shall
be entitled to vote at such meeting and who complies with the notice procedures
set forth in this Bylaw.

     For business to be properly brought before any meeting by a stockholder
pursuant to clause (c) of this Section 8, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than twenty (20) days
nor more than sixty (60) days prior to the date of the meeting. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (a) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at


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the meeting, (b) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business, and the name and address of
the beneficial owner, if any, on whose behalf the proposal is made, (c) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder of record and by the beneficial owner, if any, on
whose behalf of the proposal is made and (d) any material interest of such
stockholder of record and the beneficial owner, if any, on whose behalf the
proposal is made in such business.

     Notwithstanding anything in these bylaws to the contrary, no business shall
be conducted at a meeting except in accordance with the procedures set forth in
this Section 8. The presiding officer of the meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the procedures prescribed by
this Section 8, and if such person should so determine, such person shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 8, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section 8.

Section 2.10   Effective upon the closing of the Corporation's initial public
offering of securities pursuant to a registration statement filed under the
Securities Act of 1933, as amended, the stockholders of the Corporation may not
take action by written consent without a meeting but must take any such actions
at a duly called annual or special meeting in accordance with these bylaws and
the certificate of incorporation.

                                   Article 3.

                                   DIRECTORS

Section 3.01   Number, Election and Term of Office. The Board of Directors shall
be fixed at not more than eight (8) members in number. The number of directors
may be fixed at any time by the affirmative vote of a majority of the
stockholders or by the affirmative vote of a majority of the directors at a
regular or special meeting called for that purpose, provided, however, that no
vote to decrease the number of the directors of the Corporation shall shorten
the term of any incumbent director.

     The directors shall be elected at the annual meeting of stockholders,
except as provided in Section 3 of this Article III, and each director elected
shall hold office until the next annual meeting of stockholders and until a
successor is duly elected and qualified or until his or her death, resignation
or removal as hereinafter provided. Directors need not be stockholders.

Section 3.02   Removal. Any director or the entire Board of Directors may be
removed at any time, with or without cause, by the holders of a majority of the
shares of stock of


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the Corporation then entitled to vote at an election of directors, except as
otherwise provided by statute.

Section 3.03   Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and each
director so chosen shall hold office until the next annual meeting of
stockholders and until a successor is duly elected and qualified or until his or
her earlier death, resignation or removal as hereinafter provided. If there are
no directors in office, then an election of directors may be held in the manner
provided by statute.

Section 3.04   Place of Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

Section 3.05   Annual Meeting. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

Section 3.06   Other Meetings and Notice. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board. Special meetings of the Board of
Directors may be called by or at the request of the President or the Chairman of
the Board on at least 12 hours notice to each director either personally, or by
telephone, telegram or facsimile. In like manner and on like notice, the
President or Secretary must call a special meeting upon the written request of a
majority of directors unless the Board consists of only one director, in which
case special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of the sole director. A written
waiver of notice, signed by the person entitled thereto, whether before or after
the time of the meeting stated therein, shall be deemed equivalent to notice.

Section 3.07   Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business. The vote of a majority of
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum is not present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

Section 3.08   Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees. Each committee
shall consist of one or more of the directors of the Corporation, which, to the
extent provided


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in such resolution and not otherwise limited by statute, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the bylaws of the Corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. The Board of Directors may designate one or more directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee. Such committee or committees shall have such name
or names as may be determined from time to tine by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of its meetings
and shall report the same to the directors when required.

Section 3.09   Informal Action. Any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

Section 3.10   Participation in Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

Section 3.11   Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

                                   Article 4.

                                    OFFICERS

Section 4.01   Number. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of a President, a Secretary, a Treasurer,
and such other Vice Presidents, Assistant Secretaries and Assistant Treasurers
as may be deemed necessary or


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desirable by the Board of Directors. Any number of offices may be held by the
same person. The Board of Directors may elect from among its members a Chairman
of the Board and a Vice Chairman of the Board. The Board of Directors may also
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined by the Board.

Section 4.02   Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of stockholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until the next annual meeting of the Board of
Directors and until a successor is duly elected and qualified or until his or
her earlier death, resignation or removal as hereinafter provided.

Section 4.03   Removal. Any officer or agent elected by the Board of Directors
may be removed by the affirmative vote of a majority of the Board of Directors
whenever, in its judgment, the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

Section 4.04   Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term by the Board of Directors then in office.

Section 4.05   Compensation. Compensation of all officers shall be fixed by the
Board of Directors, and no officer shall be prevented from receiving such
compensation by virtue of the fact that he or she is also a director of the
Corporation. The salaries of agents of the Corporation shall, unless fixed by
the Board, be fixed by the President or any Vice President of the Corporation.

Section 4.06   Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and of the stockholders at
which he shall be present. He or she shall have and may exercise such powers as
are, from time to time, assigned to him by the Board and as may be provided by
law. In the absence of the Chairman of the Board, the Vice Chairman of the
Board, if any, shall preside at all meetings of the Board of Directors and of
the stockholders at which he shall be present. He shall have and may exercise
such powers as are, from time to time, assigned to him by the Board and as may
be provided by law.

Section 4.07   The President. The President shall be the chief executive officer
of the Corporation. In the absence of the Chairman and Vice Chairman of the
Board, the President shall preside at all meetings of the Board of Directors and
all meetings of the stockholders and shall have such other powers and perform
such duties as are specified in these bylaws and as may from time to time be
assigned to him or her by the Board of


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Directors. In the event there is a deadlock among directors, the President shall
be empowered to cast the deciding vote.

     The President shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation. The
President shall have general powers of supervision and shall be the final
arbitrator of all differences between officers of the Corporation, subject only
to the Board of Directors.

Section 4.08   Vice Presidents. The Vice President, if any (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election), shall, in the absence or upon the disability of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties and have such other powers as the Board of Directors
may, from time to time, determine or these bylaws may prescribe.

Section 4.09   The Secretary and Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation
and the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors; shall perform such other duties as
may be prescribed by the Board of Directors or President, under whose
supervision he or she shall be; shall have custody of the corporate seal of the
Corporation, if any there be; and the Secretary, or an Assistant Secretary, if
any (or in the event there be more than one, the Assistant Secretaries in the
order designated by the directors or in the absence of any designation, then in
the order of their election), shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his or her signature. The
Assistant Secretary, if any (or in the event there be more than one, the
Assistant Secretaries in the order designated by the directors, or in the
absence of any designation, then in the order of their election), shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

Section 4.10   The Treasurer and Assistant Treasurer. The Treasurer shall be the
chief financial officer of the Corporation; shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation; shall deposit
all monies and other valuable effects in the name and to the credit of the
Corporation as may be ordered by the Board of Directors,


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taking proper vouchers for such disbursements; and shall render to the President
and the Board of Directors, at its regular meeting or when the Board of
Directors so requires, an account of the Corporation. If required by the Board
of Directors, the Treasurer shall give the Corporation a bond (which shall be
rendered every six years) in such sums and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of the office of Treasurer and for the restoration to the Corporation, in
case of death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the possession
or under the control of the Treasurer belonging to the Corporation. The
Assistant Treasurer, if any (or in the event there be more than one, the
Assistant Treasurers in the order designated by the directors, or in the absence
of any designation, then in the order of their election), shall, in the absence
of disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

Section 4.11   Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

                                   Article 5.

                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 5.01   The Corporation shall indemnify its officers and directors to the
full extent and in the manner permitted by the General Corporation Law of
Delaware against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact such person is or was an
officer or director of the Corporation. Reasonable expenses incurred by a
director or officer of the Corporation in defending a civil or criminal action,
suit or proceeding by reason of the fact that he or she is or was a director or
officer of the Corporation (or was serving at the Corporation's request as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise) shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of a statement from
such director or officer requesting such advance and an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

     The Corporation shall have the power, to the extent and in the manner
permitted by the General Corporation Law of Delaware, to indemnify each of its
employees and agents (in addition to directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an employee or agent of the
Corporation. For purposes of this Section, an "employee" or "agent" of the
Corporation includes any person (i) who is or was an employee or agent of


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the Corporation, or (ii) who is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

     A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is hereafter amended
to authorize, with the approval of a corporation's stockholders, further
reductions in the liability of the corporation's directors for breach of
fiduciary duty, then a director of the Corporation shall not be liable for any
such breach to the fullest extent permitted by the Delaware General Corporation
Law as so amended. Any repeal or modification of the foregoing provisions of
this Article V, Section 1 by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of the General Corporation Law of Delaware.

     The foregoing rights of indemnification shall not be deemed exclusive of
any other rights to which any director or officer may be entitled apart from the
provisions of this Article V.

Section 5.02   The indemnification and advancement of expenses provided by, or
granted pursuant to this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                   Article 6.

                              CERTIFICATES OF STOCK

Section 6.01   Form. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by or in the name of the Corporation by, the
Chairman of the Board or by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by him or her in the
Corporation. Where a certificate is signed (1) by a


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transfer agent or an assistant transfer agent other than the Corporation or its
employee or (2) by a registrar, other than the Corporation or its employee, the
signature of any such chairman of the Board, Chief Executive Officer, President,
Vice President, Secretary, or Assistant Secretary may be facsimile. In case any
officer who has signed, or whose facsimile signature has been used on, any such
certificate shall cease to be such officer of the Corporation, whether because
of death, resignation or otherwise, before such certificate has been delivered
by the Corporation, such certificate may nevertheless be issued and delivered as
though the person who signed such certificate or whose facsimile signature has
been used on any such certificate had not ceased to be such officer of the
Corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered in the books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificate shall be
issued in replacement until the former certificate for a like number of shares
shall have been surrendered or canceled, except as otherwise provided in Section
2 with respect to lost, stolen or destroyed certificates.

     If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate that the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designation, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

Section 6.02   Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his or her legal representative, to give the Corporation a bond
in such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

Section 6.03   Fixing a Record Date. The Board of Directors may fix in advance a
date, not more than sixty nor less than ten days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining any consent, as a record date for the


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determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividends or to any such allotment to rights, or to exercise the rights in
respect to any such change, conversion, or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividends or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid. If no record date is fixed, the time
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. The time for
determining stockholders for stock of the Corporation, subject to the provisions
of the certificate of incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock subject to the
provisions of the certificate of incorporation. Before payment of any dividend
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think in the best
interests of the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

Section 6.04   Securities Owned by Corporation. Voting securities in any other
corporation or other enterprise held by the Corporation shall be voted by the
President, unless the Board of Directors specifically confers authority to vote
with respect thereto, which may be general or confined to specific instances,
upon some other person or officer. Any person authorized to vote securities
shall have the power to appoint proxies, with general power of substitution.

Section 6.05   Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on the books as the owner of
shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   Article 7.

                                  MISCELLANEOUS

Section 7.01   Dividends. Subject to the provisions of the certificate of
incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when


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<PAGE>   13

they deem expedient. Before declaring any dividend, there may be set apart out
of any funds of the Corporation available for dividends such sum as the
directors from time to time in their discretion deem proper for working capital
or as a reserve fund to meet other contingencies or for equalizing dividends or
for such other purposes as the directors shall deem conducive to the interests
of the Corporation.

Section 7.02   Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 7.03   Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or such other person as the Board of
Directors may from time to time designate.

Section 7.04   Notice and Waiver of Notice. Whenever any notice is required to
be given, personal notice shall not be necessary unless expressly so stated, and
any notice so required shall be deemed to be sufficient if given by depositing
the same in the United States mail, first class mail (air-mail to an address
outside of the United States), postage prepaid, addressed to the person entitled
thereto at his or her address as it appears on the records of the Corporation,
in which case such notice shall be deemed given on the day of such mailing,
unless it is notice of a director's meeting, in which case such notice shall be
deemed given three days after the date of such mailing. Notice may also be given
personally, against receipt, or by telegram, telex or similar communication and
notice so given shall be deemed given when so delivered personally or when
delivered for transmission.

     Whenever any notice whatsoever is required or permitted to be given under
the provisions of any law, or under the provisions of the certificate of
incorporation or these bylaws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time such notice
is required to be given, shall be deemed equivalent thereto. A telegram, telex
or similar communication waiving any such notice sent by a person entitled to
notice shall be deemed equivalent to a waiver in writing signed by such person.
Neither the business nor the purpose of any meeting need be specified in any
waiver.

Section 7.05   Seal. The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                   Article 8.

                                   AMENDMENTS

     These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the affirmative vote of holders of at least sixty-six and two thirds
percent (66 2/3%) vote of the outstanding voting stock of the corporation. These
bylaws may also be


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altered, amended or repealed or new bylaws may be adopted by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation. The foregoing may occur at any regular meeting of
the stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal bylaws is conferred upon
the Board of Directors by the Certificate of Incorporation it shall not divest
or limit the power of the stockholders to adopt, amend or repeal bylaws.


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                         CERTIFICATE OF ADOPTION BY THE
                                  SECRETARY OF

                                 PACKETEER, INC.


     The undersigned, David Yntema, hereby certifies that he is the duly elected
and acting Secretary of Packeteer, Inc., a Delaware corporation (the
"Corporation"), and that the Bylaws attached hereto constitute the Bylaws of
said Corporation as duly adopted by the Board of Directors on December 13, 2000.

     IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this
13th day of December, 2000.


                                        ----------------------------------------
                                        David Yntema
                                        Secretary