CERTIFICATE OF CORRECTION

                                       OF

        CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          COYOTE NETWORK SYSTEMS, INC.

         Pursuant to Section 103 of the General  Corporation Law of the State of
Delaware, the undersigned does hereby certify:

1.   Coyote Network Systems, Inc., a Delaware corporation (the "Company"), filed
     a Certificate of Amendment of Restated  Certificate of  Incorporation  with
     the  Secretary  of State of Delaware on May 29, 1998 (the  "Certificate  of
     Amendment").

2.   The resolution  recited therein in the Section titled "FIRST"  contained an
     error.  Specifically,  the intent of the  resolution was to amend the first
     paragraph  of  Article  IV in order to  increase  the  number  of shares of
     authorized  capital stock of the Company  while  retaining the remainder of
     Article IV. The resolution  recited in the Certificate of Amendment  failed
     to limit the  revision  to the  first  paragraph  of  Article  IV,  thereby
     unintentionally deleting the remainder of the article.

3.   The  Section  title  "FIRST"  of the  Certificate  of  Amendment  is hereby
     corrected to read as follows:

     FIRST:  That at a meeting  of the  Board of  Directors  of  Coyote  Network
Systems,  Inc.  resolutions were duly adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation of said corporation, declaring said
amendment  to be  advisable  and calling a meeting of the  stockholders  of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

     RESOLVED,   that  the  Restated   Certificate  of   Incorporation  of  this
     corporation be amended by changing the first paragraph of Article IV of the
     Restated  Certificate of Incorporation so that, as amended,  said paragraph
     shall be and read as follows:

     "The total number of shares of all classes which the corporation shall have
     authority to issue is 35,000,000, of which 5,000,000 shares shall be shares
     of Preferred Stock,  $.01 par value per share, and 30,000,000  shares shall
     be shares of Common Stock, $1.00 par value per share."





IN  WITNESS  WHEREOF,   said  Coyote  Network  Systems,  Inc.  has  caused  this
Certificate  of  Correction to be signed by Timothy G.  Atkinson,  an Authorized
Officer, this 27th day of July, 2000.

                                           /s/ Timothy G. Atkinson
                                           -------------------------------
                                           Timothy G. Atkinson, Secretary