Prospectus Supplement No. 2                     Filed Pursuant To Rule 424(b)(3)
To Prospectus Dated September 27, 1999                Registration No. 333-82697


                                 C-COR.net CORP.

                        3,600,506 Shares of Common Stock



     This  Prospectus  Supplement  supplements  information  contained  in  that
certain  Prospectus of C-COR.net Corp. (the "Company") dated September 27, 1999,
as  supplemented  by  Prospectus   Supplement  No.  1  dated  January  18,  2000
(collectively,   the  "Prospectus")  relating  to  the  resale  by  the  selling
shareholders  listed  therein of shares of Common Stock,  par value of $0.05 per
share (the "Common Stock"),  of the Company.  This Prospectus  Supplement is not
complete  without,  and may not be  delivered or utilized  except in  connection
with,  the  Prospectus,  including any amendments or  supplements  thereto.  All
capitalized terms used but not defined in this Prospectus  Supplement shall have
the meanings given them in the Prospectus.

     The section entitled  "SELLING  SHAREHOLDERS,"  beginning on page 13 of the
Prospectus  is amended to restate the  information  with  respect to Margaret A.
Ames.  The   information  set  forth  below  replaces  the  information  in  the
Prospectus.



                                                   Securities Owned                             Securities Owned
                                                   Prior to Offering                             After Offering
                                     --------------------------------------------           -----------------------
                                                        Shares of                         Number of
                                      Shares of       Common Stock      Percent of        Shares of         Percent of
  Name of Selling Shareholder       Common Stock     Offered Hereby    Common Stock      Common Stock      Common Stock
 -----------------------------      ------------     --------------    ------------      ------------      ------------

                                                                                                    
Margaret A. Ames ...............       14,552           14,552              *                   0                  *


    -------------------------

*Less than one percent.


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AN INVESTMENT IN THE SHARES OFFERED  HEREBY  INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.


               -------------------------------------------------------

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY  OR ADEQUACY  OF THE  PROSPECTUS  OR THIS  PROSPECTUS  SUPPLEMENT.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


           The date of this Prospectus Supplement is February 8, 2000.