EXHIBIT 3.5

                                                         PAGE 1
                                     DELAWARE
                                 The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CACHEFLOW INTERNATIONAL INC", CHANGING ITS NAME FROM "CACHEFLOW
INTERNATIONAL INC" TO "BLUE COAT SYSTEMS INTERNATIONAL, INC.", FILED IN THIS
OFFICE ON THE FIRST DAY OF OCTOBER, A.D. 2002, AT 9 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS.

                                       /s/ Harriet Smith Windsor
[SEAL]                                 -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

3132388 8100                                             AUTHENTICATION: 2013805

020610095                                                         DATE: 10-01-02




                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 10/01/2002
                                                          020610095 - 3132388

                           CERTIFICATE OF AMENDMENT TO
          CERTIFICATE OF INCORPORATION OF CACHEFLOW INTERNATIONAL INC.

     CacheFlow International Inc. a corporation organized and existing under and
by virtue of the laws of the State of Delaware (the "Corporation"), pursuant to
the provisions of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY that:

     FIRST: The name of the Corporation is CacheFlow International Inc.

     SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware was November 30, 1999, under the merge of CacheFlow International Inc.

     THIRD: The Board of Directors of the Corporation adopted a resolution
setting forth a proposed amendment to the Certificate of Incorporation,
declaring said amendment to be advisable and in the best interests of the
Corporation and its stockholders, and authorizing the appropriate officers of
the Corporation to solicit the approval of the stockholders therefor, which
resolution setting forth the proposed amendment and restatement is as follows:

     RESOLVED, that Article I of the Certificate of Incorporation of the
Corporation be amended to read in its entirety as follows:

        "The Corporation's name is Blue Coat Systems International Inc."

     FOURTH: That thereafter said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law by written consent
of the stockholders holding the requisite number of shares required by statute
given in accordance with and pursuant to Section 228 of the General Corporation
Law of the State of Delaware.

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     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by the undersigned authorized officers as of the 20th day of September,
2002.

CACHEFLOW SYSTEMS INTERNATIONAL INC.

By: /s/ B. M. NeSmith
    --------------------------
Brian NeSmith, President & CEO