NETCOM SYSTEMS INC S-1

FORM S-1

CERTIFICATE OF INCORPORATION OF REGISTRANT

BYLAWS OF NETCOM SYSTEMS

OPINION OF WILSON SONSINI GOODRICH & ROSATI

AMENDED 1993 NON-STATUTORY STOCK OPTION PLAN

AMENDED AND RESTATED 1997 STOCK PLAN

1998 STOCK PLAN

1998 EMPLOYEE STOCK PURCHASE PLAN

RECAPITALIZATION AGREEMENT

CREDIT AGREEMENT

REGISTRATION AGREEMENT

STOCKHOLDERS AGREEMENT

STANDARD INDUSTRIAL/COMMERCIAL TENANT-LEASE-NET

FORM OF INDEMNIFICATION AGREEMENT

FORM OF CHANGE-IN-CONTROL AGREEMENT

401(K) PLAN

INDUSTRIAL LEASE AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT

LIST OF SUBSIDIARIES OF REGISTRANT

CONSENT OF ARTHUR ANDERSEN LLP

FINANCIAL DATA SCHEDULE (FISCAL 1998)

FINANCIAL DATA SCHEDULE (FIRST QUARTER 1999)