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                                   EXHIBIT 3.3

                          FIRST 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 BY UNANIMOUS WRITTEN CONSENT
ON APRIL 30, 2001:

        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.

            Directors shall be elected at each annual meeting of stockholders to
            hold office until the next annual meeting. Each director, including
            a director elected to fill a vacancy, shall hold office until the
            expiration of the term for which elected and until a successor has
            been elected and qualified.


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