11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the calendar plan year ended December 31, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 0-10726

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

C-COR Incorporated Supplemental Executive Retirement Plan

B. Name of the issuer of the securities help pursuant to the plan and the address of its principal executive offices:

C-COR Incorporated

60 Decibel Road

State College, Pennsylvania 16801-7530

Notices and communications from the Securities and Exchange

Commission relative to this report should be forwarded to:

David A. Woodle

President and CEO

C-COR Incorporated

60 Decibel Road

State College, Pennsylvania 16801

(814) 238-2461

REQUIRED INFORMATION

		Page
A. Financial Statements
	Financial Statements and Supplemental Schedule dated as of December 31, 2005 and 2004 (with Report of Independent Registered Public Accounting Firm thereon)	2-10

B. Exhibits

23.1 Consent of Independent Registered Public Accounting Firm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	C-COR Incorporated Supplemental Executive Retirement Plan
	C-COR Incorporated
	Plan Administrator
DATE: June 29, 2006	By:	/s/ William T. Hanelly
		William T. Hanelly
		Chief Financial Officer, Treasurer and Secretary

C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2005 AND 2004

&

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

TABLE OF CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	2
FINANCIAL STATEMENTS:
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS	3
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS	4
NOTES TO FINANCIAL STATEMENTS	5

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

C-COR Incorporated Supplemental Executive Retirement

Plan and Board of Directors of C-COR Incorporated:

We have audited the accompanying statement of net assets available for benefits of C-COR Incorporated Supplemental Executive Retirement Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

June 15, 2006

C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2005 AND 2004

	2005		2004
INVESTMENTS:
At quoted fair value:
Mutual funds	$	1,455,947	$	1,108,176
C-COR Incorporated common stock		243,530		472,575
At contract value,
Investment contract with insurance company		169,429		218,057
Total investments		1,868,906		1,798,808
RECEIVABLES:
Employer contribution		8,755		3,127
Employee contribution		6,875		7,242
Total assets		1,884,536		1,809,177
LIABILITIES		—		—
NET ASSETS AVAILABLE FOR BENEFITS	$	1,884,536	$	1,809,177

See Notes to Financial Statements

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

	2005			2004
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment (loss) income:
Interest income	$	55,056		$	16,493
Net (depreciation) appreciation in fair value of investments		(162,527	)		17,887
Total		(107,471	)		34,380
Contributions:
Employer contributions		61,878			61,061
Employee contributions		137,879			341,472
Total		199,757			402,533
Net additions		92,286			436,913
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants		16,901			7,478
Administrative expenses		26			—
Total deductions		16,927			7,478
Net increase		75,359			429,435
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year		1,809,177			1,379,742
End of year	$	1,884,536		$	1,809,177

See Notes to Financial Statements

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF PLAN

The following brief description of the C-COR Incorporated Supplemental Executive Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan name was changed effective August 16, 2004 from C-COR.net Corp. Supplemental Executive Retirement Plan to C-COR Incorporated Supplemental Executive Retirement Plan.

GENERAL

The Plan is intended to provide the accumulation of supplemental funds for retirement on a tax-deferred basis for a select group of management employees or highly compensated employees. The Plan was established May 1, 1996, and was amended and restated effective January 1, 2003. Participation in the Plan is limited to eligible employees of C-COR Incorporated (the “Company”) who have completed 30 consecutive days of employment and who are designated by the Committee appointed by the Board of Directors (the “Committee”) to administer the Plan or the officer(s) of the Company authorized to act on the Committee’s behalf.

Assets of the Plan are subject to the claims of the general creditors of the Company in the event of bankruptcy or insolvency. Plan participants have no direct or secured claim in any asset of the Plan and have the status of general unsecured creditors of the Company with respect to any amounts due under the Plan.

CONTRIBUTIONS

EMPLOYEE PRE-TAX CONTRIBUTIONS

Participants may direct the Company to reduce their base salary by up to 30% (in whole percentages). In addition, participants may contribute up to 100% of their incentive plan compensation. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 9 mutual funds, Company common stock and an insurance company investment contract as investment options for participants.

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

EMPLOYER MATCHING CONTRIBUTIONS

The Company may match eligible employee contributions. The employer matching rate percentage is determined annually by the Company’s Compensation Committee of the Board of Directors. In 2005 and 2004, the employer match was equal to one dollar for each dollar contributed to 6% of eligible compensation. Participants are eligible to contribute to both the C-COR Incorporated Retirement Savings and Profit Sharing Plan and the Plan. The employer match may not exceed a total of six percent between the two plans, with the match going first to the C-COR Incorporated Retirement Savings and Profit Sharing Plan.

EMPLOYER DISCRETIONARY CONTRIBUTIONS

Subject to the approval by the Company’s Compensation Committee of the Board of Directors, the Company may contribute a discretionary amount to the Plan. In October 2005, the Plan was amended to state the Company will pay discretionary contributions to each eligible participant equal to 8% of the participant’s base and bonus compensation that is paid each pay period. There were no employer discretionary contributions in 2004.

PARTICIPANT ACCOUNTS

Each participant’s account is credited with the participant’s contribution, the employer matching contribution and allocations of Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

VESTING

Participants are vested immediately in their contributions plus actual earnings thereon. Employer matching contributions are vested at 100% starting January 1, 2003, based on approval by the Compensation Committee of the Board of Directors. The Compensation Committee of the Board of Directors will review and make a determination of the employer matching contributions on an annual basis. For years prior to 2003, employees become vested in the employer’s contribution portion of their account according to the following schedule:

YEARS OF CREDITED SERVICE	PERCENT VESTED
Less than 1 year	0	%
1 year but less than 2 years	20	%
2 years but less than 3 years	40	%
3 years but less than 4 years	60	%
4 years but less than 5 years	80	%
5 years or more	100	%

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

PAYMENT OF BENEFITS

Benefits under the Plan are paid upon separation from service, death, disability, or retirement. Upon a participant’s death, the entire account balance will be paid to his/her beneficiary. Effective January 1, 2003, In-Service distributions were allowed in the Plan as well as Unscheduled Deferral distributions. Hardship withdrawals are permitted for “severe” financial hardships, as defined by the Plan. Payment of benefits shall be in the form of a lump-sum payment or in annual installments over a period not extending beyond the shorter of ten years or a participant’s life expectancy or the joint and last survivor expectancy of the participant and his/her beneficiary. Payment shall be determined each year based upon the amount of the participant’s accrued benefit as of the prior December and the remaining number of payment periods.

ADMINISTRATIVE COSTS

Certain administrative expenses of the Plan were paid by the Company in 2005 and 2004.

FORFEITED ACCOUNTS

Employer matching contributions that are forfeited are used to offset the amount of employer matching contributions to the Plan. There were no forfeitures used during 2005 or 2004.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The accompanying financial statements have been prepared on the accrual basis of accounting.

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

RISKS AND UNCERTAINTIES

The Plan provides for various investment options in various combinations of investment funds. Investment funds are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

INVESTMENT VALUATION AND INCOME RECOGNITION

The Plan’s investments are stated at fair value except for the investment contract with an insurance company, which is valued at contract value, which approximates fair value. The Plan’s mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. C-COR Incorporated common stock is stated at market value as quoted on the National Association of Securities Dealers Automated Quotation System. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

PAYMENT OF BENEFITS

Benefits are recorded when paid.

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

3. INVESTMENTS

The following table presents investments at December 31, 2005 and 2004. Investments that represent five percent or more of the Plan’s net assets are separately identified.

	2005		2004
Investments at quoted fair value:
Mutual funds:
Oppenheimer Global (Class A)	$	464,547	$	332,115
S&P 500 Index		267,411		213,047
Artisan Mid Cap		143,829		117,635
Fidelity Advisors Equity Income		182,044		233,784
Janus Balanced		177,211		60,293	*
Other		220,905		151,302
Total		1,455,947		1,108,176
C-COR Incorporated common stock		243,530		472,575
Investment at contract value, Guaranteed Income Contract		169,429		218,057
Total investments	$	1,868,906	$	1,798,808

* Denotes less than 5% of Plan assets for the respective plan year.

During the years ended December 31, 2005 and 2004, the Plan’s investments (including gains and losses on investments bought, sold, and held during the year) (depreciated) appreciated in value as follows:

	2005			2004
Investments at quoted fair value:
Mutual funds	$	61,261		$	110,878
C-COR Incorporated common stock		(223,788	)		(92,991	)
Net (depreciation) appreciation in fair value	$	(162,527	)	$	17,887

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C-COR INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

4. INVESTMENT CONTRACT WITH INSURANCE COMPANY

The Plan has an investment contract with Prudential Retirement Insurance and Annuity Company, (“Prudential”) and contributions are maintained in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported to the Plan by Prudential. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield of the Prudential Guaranteed Income Contract was 3.35% and 3.50% in 2005 and 2004, respectively. The crediting interest rate as of December 31, 2005 and 2004 was 3.35% and 3.50%, respectively.

5. PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. No termination of this Plan shall alter the right of the participant (or his/her beneficiary) to payments of benefits previously credited to such participant’s contribution accounts under the Plan.

6. TAX STATUS

The Plan is a nonqualified deferred compensation plan which is exempt from most provisions of ERISA, as participation is limited to certain highly compensated members of management and employees who are selected for participation in the Plan. The Plan is not subject to any provisions of and is not qualified under Section 401(a) of the IRC.

7. RELATED-PARTY TRANSACTIONS

Plan investments include a general account administered by Prudential. Prudential is the custodian of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Additionally, the Plan maintains investments in the Company’s common stock.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-49826 of C-COR Incorporated on Form S-8 of our report dated June 15, 2006, appearing in this Annual Report on Form 11-K of C-COR Incorporated Supplemental Executive Retirement Plan for the year ended December 31, 2005.

/s/ Parente Randolph, LLC

Wilkes-Barre, Pennsylvania

June 26, 2006