8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 7, 2006

C-COR Incorporated

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-10726	24-0811591
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

60 Decibel Road, State College, PA	16801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (814) 238-2461

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operation and Financial Condition.

On April 7, 2006, the Registrant issued a press release providing previous guidance regarding its net sales and non-GAAP loss per share for the third quarter of fiscal year 2006, which ended on March 24, 2006 and for the fourth quarter of fiscal year 2006, which will end on June 30, 2006. The Registrant anticipates net sales for the third quarter of fiscal year 2006 of between $60 and $61 million and earnings that are in line with the First Call consensus estimate of a non-GAAP loss of $0.10 per share. In addition, the Registrant anticipates that its financial results for the fourth quarter of 2006 will be in line with the current First Call consensus forecast of $69 million in net sales and a non-GAAP loss of $0.03 per share. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The non-GAAP First Call earnings estimates exclude certain items such as restructuring and asset impairment charges, amortization of intangible assets, stock compensation expense, and gains or losses on sales of assets. The Registrant is not providing corresponding GAAP measures to the forward looking non-GAAP measures provided by First Call because the Registrant has not yet finalized the accounting for restructuring, asset impairment, and asset dispositions that will affect reported GAAP results for the third quarter of fiscal 2006 and projected results for the fourth quarter of fiscal 2006.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

See disclosure under Item 2.02.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

Number	Description of Document
99.1	Press Release dated April 7, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	C-COR Incorporated (Registrant)
April 11, 2006	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-99.1

Exhibit 99.1

April 7, 2006

Sally O. Thiel, Director	Jo Ann Lehtihet
Investor Relations	Media Relations/Public Relations
C-COR	C-COR
(814) 231-4402, email: sthiel@c-cor.com	(814) 231-4438, email: jlehtihet@c-cor.com

C-COR PROVIDES BUSINESS UPDATE

Anticipates Meeting First Call Earnings Estimate

State College, PA (April 7, 2006) – C-COR Incorporated (Nasdaq: CCBL), a global provider of interoperable solutions that simplify the transition to on demand networks, is providing updated financial guidance for its third quarter of fiscal year 2006 that ended on March 24, 2006. This update is being given in light of scheduled meetings with investors, analysts, and C-COR executives at The NCTA National Show in Atlanta, Georgia (April 9-11, 2006).

Based on a review of preliminary, unaudited financial results for the third quarter of fiscal year 2006, C-COR anticipates the Company will report net sales of between $60 and $61 million and earnings that are in line with the First Call consensus estimate of a non-GAAP loss of $.10 per share. The Company also expects to report a positive book-to-bill ratio.

For the fourth quarter of fiscal year 2006, the Company anticipates that its financial results will be in line with the current First Call consensus forecasts of $69 million in net sales and a non-GAAP loss of $.03 per share.

The non-GAAP First Call earnings estimates exclude certain items such as restructuring and asset impairment charges, amortization of intangible assets, stock compensation expense, and gains or losses on sales of assets. The Company is not providing corresponding GAAP measures to the forward looking non-GAAP measures provided by First Call because the Company has not yet finalized the accounting for restructuring, asset impairment, and asset dispositions that will affect reported GAAP results for the third quarter of fiscal 2006 and projected results for the fourth quarter of fiscal 2006.

C-COR will issue a press release with detailed third quarter fiscal year 2006 results on Thursday, April 20, 2006, before the opening of the market.

About C-COR

C-COR offers world-class, market-focused business solutions for cable operators, telephone companies, broadcasters, and other private and public sector entities that put subscribers in personal control of their entertainment, information, and communication needs. The Company’s solutions simplify the transition to Internet Protocol (IP) demand-oriented networks by delivering interoperable, modular products in sync with IP network upgrade cycles. These solutions bring together On Demand and OSS applications, broadband access technology, and a nationwide corps of expert field engineers to enable the delivery of business services; digital program/ad insertion; management and delivery of VOD, VoIP, and HSD; network capacity expansion; centralized office automation for workforce management, network assurance, and subscriber fulfillment; and a variety of outsourced field services that help keep networks operating at peak performance. C-COR’s common stock is listed on the Nasdaq National Market (Symbol: CCBL) and is a component of the Russell 2000 Stock Index. For additional information regarding C-COR, visit www.c-cor.com.

Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company’s judgment regarding future events, and are based on currently available information. Although the Company believes it has a reasonable basis for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of known and unknown uncertainties. Factors which could cause actual results to differ from expectations include, among others, capital spending patterns of the communications industry, changes in regard to significant customers, the demand for network integrity, the trend toward more fiber in the network, the Company’s ability to develop new and enhanced products, the Company’s ability to provide complete network solutions, continued industry consolidation, the development of competing technology, the global demand for the Company’s products and services, the Company’s ability to implement its restructuring and cost reduction measures, and the Company’s ability to complete and integrate acquisitions and achieve its strategic objectives. For additional information concerning these and other important factors that may cause the Company’s actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission.