EXHIBIT 3.4


                          SECOND AMENDMENT TO BYLAWS OF
                           COSINE COMMUNICATIONS, INC.
                             A Delaware Corporation

THE FOLLOWING AMENDMENT TO THE BYLAWS OF COSINE COMMUNICATIONS, INC., A DELAWARE
CORPORATION, WAS ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 28, 2003:

         ARTICLE 3.2

         Article 3.2 was amended to read in its entirety as follows:


         3.2 NUMBER OF DIRECTORS

                  The authorized number of directors shall be five (5). This
         number may be changed by a duly adopted resolution of the board of
         directors.

                  No reduction of the authorized number of directors shall have
         the effect of removing any director before that director's term of
         office expires.

                  A class of directors shall be elected at each annual meeting
         of stockholders as provided in Section 3.3 of these bylaws. Each
         director, including a director elected to fill a vacancy, shall hold
         office until the earlier of their death, resignation or expiration of
         the term for which elected and until a successor has been elected and
         qualified.

         ARTICLE 3.7

         Article 3.7 was amended to read in its entirety as follows:


         3.7 SPECIAL MEETINGS; NOTICE

             Special meetings of the board of directors for any purpose or
         purposes may be called at any time by the chairman of the board, the
         president, any vice president, the secretary or any two directors.

             Notice of the time and place of special meetings shall be delivered
         personally or by telephone to each director or sent by first-class mail
         or telegram, charges prepaid, or by email or other electronic
         transmission, addressed to each director at that director's address as
         it is shown on the records of the corporation. If the notice is mailed,
         it shall be deposited in the United States mail at least four (4) days
         before the time of the holding of the meeting. If the notice is
         delivered personally or by telephone or email, it shall be so delivered
         at least forty-eight (48) hours before the time of the holding of the
         meeting. If the notice is delivered by telegram, it shall be delivered
         to the telegraph company at least forty-eight (48) hours before the
         time of the holding of the meeting. Any oral notice given personally or
         by telephone may be communicated either to the director or to a person
         at the office of the director who the person giving the notice has
         reason to believe will promptly communicate it to the director. The
         notice need not specify the purpose or the place of the meeting, if the
         meeting is to be held at the principal executive office of the
         corporation.