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                                                                     EXHIBIT 3.4


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               EMULEX CORPORATION

        Emulex Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

        FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation, as amended, of the Corporation, declaring said
amendment to be advisable and to be presented to the stockholders at the annual
meeting of stockholders of the Corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:

        "RESOLVED, that, Article IV of the Corporation's Certificate of
        Incorporation, as previously amended, be further amended, without effect
        upon any stock designation heretofore filed, to read as follows:

                                   ARTICLE IV
                            Authorized Capital Stock

        The corporation is authorized to issue two classes of capital stock,
        designated Common Stock and Preferred Stock. The amount of total
        authorized capital stock of the corporation is 241,000,000 shares,
        divided into 240,000,000 shares of Common Stock, par value $0.10 per
        share, and 1,000,000 shares of Preferred Stock, par value $0.01 per
        share. Upon the effectiveness of this Amendment, each outstanding share
        of Common Stock, par value $0.10 per share, shall be split, converted
        and changed into two shares of Common Stock, par value $0.10 per share.
        The effective date of this Amendment shall be 11:59 p.m. (Eastern
        Standard Time) on November 30, 2000.

        The shares of Preferred Stock may be issued from time to time in one or
        more series. The board of directors is hereby authorized to fix by
        resolution or resolutions the designations and the powers, preferences
        and relative, participating, optional or other special rights, and
        qualifications, limitations or restrictions of any series of shares of
        Preferred Stock, including without limitation the dividend rate,
        conversion rights, redemption price and liquidation preference, of any
        such series, and to fix the number of shares constituting such series,
        and to increase or decrease the number of shares of any such series (but
        not below the number of shares thereof then outstanding). In case the
        number of shares of any such series shall be so decreased, the shares
        constituting such decrease shall resume the status which they had prior
        to the adoption of the resolution or resolutions originally fixing the
        number of shares of such series."



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        SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the proposed amendment was presented to the stockholders at the
annual meeting of stockholders of the Corporation held on November 16, 2000,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.

        THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Paul F. Folino, its President and Chief Executive Officer, and Michael
J. Rockenbach, its Vice President, Chief Financial Officer, Secretary and
Treasurer, as of this 16th day of November, 2000.


                                               By: /s/ Paul F. Folino
                                                   -----------------------------
                                                       Paul F. Folino,
                                                       President and Chief
                                                       Executive Officer

Attest:



/s/ Michael J. Rockenbach
- --------------------------------
    Michael J. Rockenbach,
    Vice President,
    Chief Financial Officer,
    Secretary and Treasurer


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