<PAGE>   1
As filed with the Securities and Exchange Commission on March 12, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                               CISCO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
             CALIFORNIA                                 77-0059951
    (State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)
</TABLE>

                             170 WEST TASMAN DRIVE,
                         SAN JOSE, CALIFORNIA 95134-1706
               (Address of principal executive offices) (Zip Code)

                    EXIO COMMUNICATIONS, INC. 1999 STOCK PLAN

                           (Full title of the Plan(s))

                             ----------------------

                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
                              300 EAST TASMAN DRIVE
                         SAN JOSE, CALIFORNIA 95134-1706
                     (Name and address of agent for service)
                                 (408) 526-4000
          (Telephone Number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
==========================================================================================================================
                                                        Proposed Maximum           Proposed Maximum            Amount of
Title of Securities                  Amount to be      Offering Price per         Aggregate Offering         Registration
to be Registered                     Registered(1)           Share(2)                   Price(2)                   Fee
-------------------                  -------------     ------------------         ------------------         -------------
<S>                                  <C>               <C>                             <C>                     <C>
Exio Communications, Inc.
1999 Stock Plan
Common Stock, $0.001 par value       531,611 shares             $6.20                  $3,298,353.34           $824.59

==========================================================================================================================
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Exio Communications, Inc.
        1999 Stock Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in
        the number of the outstanding shares of Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the weighted average
        exercise price of the outstanding options.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Cisco Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended July 29, 2000 filed with the Commission on September 29,
                2000, pursuant to Section 13 of the Securities Exchange Act of
                1934, as amended (the "1934 Act");

        (b)     The Registrant's Quarterly Report on Form 10-Q for the periods
                ended October 28, 2000 and January 27, 2001, filed with the
                Commission on December 12, 2000 and January 12, 2001,
                respectively;

        (c)     The Registrant's Current Reports on Form 8-K filed with the
                Commission on December 15, 1999 (as amended on Form 8-K/A filed
                with the Commission on February 3, 2000 and August 4, 2000),
                August 15, 2000, September 7, 2000, September 15, 2000,
                September 26, 2000, September 28, 2000, September 29, 2000,
                November 6, 2000, November 7, 2000, November 13, 2000, November
                15, 2000, November 15, 2000, December 19, 2000, December 21,
                2000, December 27, 2000, February 7, 2001, February 8, 2001,
                February 20, 2001 and February 27, 2001;

        (d)     The Registrant's Registration Statement No. 000-18225 on Form
                8-A filed with the Commission on January 11, 1990, together with
                Amendment No. 1 on Form 8-A/A filed with the Commission on
                February 15, 1990, and including any other amendments or reports
                filed for the purpose of updating such description, in which
                there is described the terms, rights and provisions applicable
                to the Registrant's Common Stock, and;

        (e)     The Registrant's Registration Statement No. 000-18225 on Form
                8-A filed with the Commission on June 11, 1998, including any
                amendments or reports filed for the purpose of updating such
                description, in which there is described the terms, rights and
                provisions applicable to the Registrant's Preferred Stock
                Purchase Rights.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


                                      II-1
<PAGE>   3

Item 6.  Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
     4              Instruments Defining the Rights of Stockholders. Reference
                    is made to Registrant's Registration Statement No. 000-18225
                    on Form 8-A, together with the amendments and exhibits
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e).

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            Exio Communications, Inc. 1999 Stock Plan.

    99.2            Form of Stock Option Agreement -- Early Exercise.

    99.3            Form of Option Assumption Agreement for Exio Communications,
                    Inc.
</TABLE>

Item 9.  Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Exio
Communications, Inc. 1999 Stock Plan, the IPCell Technologies, Inc. 1999 Stock
Option Plan and the Radiata Technologies, Inc. 1999 Stock Option Plan.


                                      II-2
<PAGE>   4

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this 12th day
of March, 2001.

                                      CISCO SYSTEMS, INC.



                                      By: /s/ John T. Chambers
                                         ---------------------------------------
                                      John T. Chambers
                                      President, Chief Executive Officer and
                                      Director



                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John T. Chambers and Larry R. Carter, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
<S>                                <C>                                       <C>




/s/ John T. Chambers               President, Chief Executive Officer        March 12, 2001
-----------------------------      and Director (Principal Executive
John T. Chambers                   Officer)





/s/ Larry R. Carter                Senior Vice President, Finance and        March 12, 2001
-----------------------------      Administration, Chief Financial
Larry R. Carter                    Officer, Secretary and Director
                                   (Principal Financial and Accounting
                                   Officer)





/s/ John P. Morgridge              Chairman of the Board and Director        March 12, 2001
-----------------------------
John P. Morgridge
</TABLE>


                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
<S>                                <C>                                       <C>



/s/ Donald T. Valentine            Vice Chairman of the Board and            March 12, 2001
-------------------------------    Director
Donald T. Valentine




/s/ James F. Gibbons               Director                                  March 12, 2001
-----------------------------
James F. Gibbons




/s/ Steven M. West                 Director                                  March 12, 2001
-----------------------------
Steven M. West




/s/ Edward R. Kozel                Director                                  March 12, 2001
-----------------------------
Edward R. Kozel




/s/ Carol A. Bartz                 Director                                  March 12, 2001
-----------------------------
Carol A. Bartz




/s/ James C. Morgan                Director                                  March 12, 2001
-----------------------------
James C. Morgan




/s/ Mary Cirillo                   Director                                  March 12, 2001
-----------------------------
Mary Cirillo




/s/ Arun Sarin                     Director                                  March 12, 2001
-----------------------------
Arun Sarin




/s/ Jerry Yang                     Director                                  March 12, 2001
-----------------------------
Jerry Yang




/s/ Carly Fiorina                  Director                                  March 12, 2001
-----------------------------
Carly Fiorina
</TABLE>


                                      II-5
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
     4              Instruments Defining the Rights of Stockholders. Reference
                    is made to Registrant's Registration Statement No. 000-18225
                    on Form 8-A, together with the amendments and exhibits
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e).

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            Exio Communications, Inc. 1999 Stock Plan.

    99.2            Form of Stock Option Agreement -- Early Exercise.

    99.3            Form of Option Assumption Agreement for Exio Communications,
                    Inc.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f70312ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19146}]
{"company-data": {"conformed-name": "CISCO SYSTEMS INC", "cik": "0000858877", "assigned-sic": "3576", "irs-number": "770059951", "state-of-incorporation": "CA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56916", "film-number": "1566727"}, "business-address": {"street1": "170 WEST TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706", "phone": "4085264000"}, "mail-address": {"street1": "225 WEST TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706"}}
1
As filed with the Securities and Exchange Commission on March 12, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                               CISCO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
CALIFORNIA                                 77-0059951
    (State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)
170 WEST TASMAN DRIVE,
                         SAN JOSE, CALIFORNIA 95134-1706
               (Address of principal executive offices) (Zip Code)

                    EXIO COMMUNICATIONS, INC. 1999 STOCK PLAN

                           (Full title of the Plan(s))

                             ----------------------

                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
                              300 EAST TASMAN DRIVE
                         SAN JOSE, CALIFORNIA 95134-1706
                     (Name and address of agent for service)
                                 (408) 526-4000
          (Telephone Number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE

==========================================================================================================================
                                                        Proposed Maximum           Proposed Maximum            Amount of
Title of Securities                  Amount to be      Offering Price per         Aggregate Offering         Registration
to be Registered                     Registered(1)           Share(2)                   Price(2)                   Fee
-------------------                  -------------     ------------------         ------------------         -------------
Exio Communications, Inc.
1999 Stock Plan
Common Stock, $0.001 par value       531,611 shares             $6.20                  $3,298,353.34           $824.59

==========================================================================================================================
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Exio Communications, Inc.
        1999 Stock Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in
        the number of the outstanding shares of Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the weighted average
        exercise price of the outstanding options.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Cisco Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended July 29, 2000 filed with the Commission on September 29,
                2000, pursuant to Section 13 of the Securities Exchange Act of
                1934, as amended (the "1934 Act");

        (b)     The Registrant's Quarterly Report on Form 10-Q for the periods
                ended October 28, 2000 and January 27, 2001, filed with the
                Commission on December 12, 2000 and January 12, 2001,
                respectively;

        (c)     The Registrant's Current Reports on Form 8-K filed with the
                Commission on December 15, 1999 (as amended on Form 8-K/A filed
                with the Commission on February 3, 2000 and August 4, 2000),
                August 15, 2000, September 7, 2000, September 15, 2000,
                September 26, 2000, September 28, 2000, September 29, 2000,
                November 6, 2000, November 7, 2000, November 13, 2000, November
                15, 2000, November 15, 2000, December 19, 2000, December 21,
                2000, December 27, 2000, February 7, 2001, February 8, 2001,
                February 20, 2001 and February 27, 2001;

        (d)     The Registrant's Registration Statement No. 000-18225 on Form
                8-A filed with the Commission on January 11, 1990, together with
                Amendment No. 1 on Form 8-A/A filed with the Commission on
                February 15, 1990, and including any other amendments or reports
                filed for the purpose of updating such description, in which
                there is described the terms, rights and provisions applicable
                to the Registrant's Common Stock, and;

        (e)     The Registrant's Registration Statement No. 000-18225 on Form
                8-A filed with the Commission on June 11, 1998, including any
                amendments or reports filed for the purpose of updating such
                description, in which there is described the terms, rights and
                provisions applicable to the Registrant's Preferred Stock
                Purchase Rights.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                      II-1
3

Item 6.  Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits
Exhibit Number      Exhibit
--------------      -------
4              Instruments Defining the Rights of Stockholders. Reference
                    is made to Registrant's Registration Statement No. 000-18225
                    on Form 8-A, together with the amendments and exhibits
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e).

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            Exio Communications, Inc. 1999 Stock Plan.

    99.2            Form of Stock Option Agreement -- Early Exercise.

    99.3            Form of Option Assumption Agreement for Exio Communications,
                    Inc.
Item 9.  Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Exio
Communications, Inc. 1999 Stock Plan, the IPCell Technologies, Inc. 1999 Stock
Option Plan and the Radiata Technologies, Inc. 1999 Stock Option Plan.

                                      II-2
4

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this 12th day
of March, 2001.

                                      CISCO SYSTEMS, INC.

                                      By: /s/ John T. Chambers
                                         ---------------------------------------
                                      John T. Chambers
                                      President, Chief Executive Officer and
                                      Director

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John T. Chambers and Larry R. Carter, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
/s/ John T. Chambers               President, Chief Executive Officer        March 12, 2001
-----------------------------      and Director (Principal Executive
John T. Chambers                   Officer)

/s/ Larry R. Carter                Senior Vice President, Finance and        March 12, 2001
-----------------------------      Administration, Chief Financial
Larry R. Carter                    Officer, Secretary and Director
                                   (Principal Financial and Accounting
                                   Officer)

/s/ John P. Morgridge              Chairman of the Board and Director        March 12, 2001
-----------------------------
John P. Morgridge
II-4
6
SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
/s/ Donald T. Valentine            Vice Chairman of the Board and            March 12, 2001
-------------------------------    Director
Donald T. Valentine

/s/ James F. Gibbons               Director                                  March 12, 2001
-----------------------------
James F. Gibbons

/s/ Steven M. West                 Director                                  March 12, 2001
-----------------------------
Steven M. West

/s/ Edward R. Kozel                Director                                  March 12, 2001
-----------------------------
Edward R. Kozel

/s/ Carol A. Bartz                 Director                                  March 12, 2001
-----------------------------
Carol A. Bartz

/s/ James C. Morgan                Director                                  March 12, 2001
-----------------------------
James C. Morgan

/s/ Mary Cirillo                   Director                                  March 12, 2001
-----------------------------
Mary Cirillo

/s/ Arun Sarin                     Director                                  March 12, 2001
-----------------------------
Arun Sarin

/s/ Jerry Yang                     Director                                  March 12, 2001
-----------------------------
Jerry Yang

/s/ Carly Fiorina                  Director                                  March 12, 2001
-----------------------------
Carly Fiorina
II-5
7

                                  EXHIBIT INDEX
Exhibit Number      Exhibit
--------------      -------
4              Instruments Defining the Rights of Stockholders. Reference
                    is made to Registrant's Registration Statement No. 000-18225
                    on Form 8-A, together with the amendments and exhibits
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e).

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            Exio Communications, Inc. 1999 Stock Plan.

    99.2            Form of Stock Option Agreement -- Early Exercise.

    99.3            Form of Option Assumption Agreement for Exio Communications,
                    Inc.