<PAGE>   1

    As filed with the Securities and Exchange Commission on April 8, 1997
                                         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 issuer 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)
                            ________________________

                                 TELESEND, INC.
                             1995 STOCK OPTION PLAN
                            (Full title of the plan)
                            _______________________

                                JOHN T. CHAMBERS
                PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                              CISCO SYSTEMS, INC.
             170 WEST 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>
<CAPTION>

=============================================================================================================
                                                                               Proposed           Proposed
  Title of                                                                     Maximum            Maximum
 Securities                              Amount           Offering             Aggregate         Amount of
    to be                                 to be             Price              Offering         Registration
 Registered                           Registered(1)     per Share(2)           Price(2)             Fee
 ----------                           -------------     ------------           --------             ---

<S>                                       <C>               <C>               <C>                   <C>
1995 Stock Option Plan
----------------------

Options to Purchase Common Stock          33,444             N/A                  N/A               N/A

Common Stock                              33,444            $5.98             $199,995.12           $61

</TABLE>
================================================================================
(1)     This Registration Statement shall also cover any additional shares of 
        Common Stock which become issuable under the Telesend, Inc. 1995
        Stock Option Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        the Registrant's outstanding shares of 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 Certain 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 28, 1996 filed with the Commission on October
                 25, 1996, pursuant to Section 13 of the Securities Exchange
                 Act of 1934 (the "1934 Act").

        (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended October 26, 1996 and January 25, 1997, filed
                 with the Commission on December 10, 1996 and March 10, 1997,
                 respectively.

        (c)      The Registrant's reports on Form 8-K filed with the Commission
                 on October 1, 1996 and January 22, 1997, respectively.

        (d)      The Registrant's Registration Statement No. 0-18225 on Form
                 8-A filed with the Commission on January 11, 1990, together
                 with Amendment No. 1 on Form 8-A filed with the Commission on
                 February 15, 1990, in which there is described the terms,
                 rights and provisions applicable to the Registrant's
                 outstanding Common Stock.

        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 deregisters 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.
<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>
     4.0             Instruments Defining Rights of Shareholders.  Reference is 
                     made to Registrant's Registration Statement No. 0-18225 on Form
                     8-A which is incorporated herein by reference pursuant to Item 3(c).
     5.0             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             Telesend, Inc. 1995 Stock Option Plan.
    99.2             Form of Incentive Stock Option Agreement.
    99.3             Form of Non-Statutory Stock Option Agreement.
    99.4             Memorandum re Assumption of Stock Options under the Telesend, 
                     Inc. 1995 Stock Option Plan and Stock Option Assumption
                     Agreement.

</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 the
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 the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the 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 paragraphs 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 the 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 Telesend, Inc. 1995 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 the 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 indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed 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 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 4th day of April, 1997.

                              CISCO SYSTEMS, INC.

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



KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Chambers and Larry R. Carter and each of them
acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, 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 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 by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:



<TABLE>
<CAPTION>
Signatures                              Title                                      Date
----------                              -----                                      ----
<S>                                     <C>
/s/ John T. Chambers                    President, Chief Executive                 April 4, 1997
---------------------------------       Officer and Director (Principal
John T. Chambers                        Executive Officer)



/s/ Larry R. Carter                     Vice President, Finance and                 April 4, 1997
---------------------------------       Administration, Chief Financial                                                         
Larry R. Carter                         Officer and Secretary
                                        (Principal Financial and Accounting Officer)



/s/ John P. Morgridge                   Chairman of the Board                      April 4, 1997
---------------------------------       and Director                                                        
John P. Morgridge                       

</TABLE>




                                     II-4.
<PAGE>   6

<TABLE>
<CAPTION>
Signatures                              Title                                      Date
----------                              -----                                      ----
<S>                                     <C>                                        <C>
/s/ Donald T. Valentine                 Director                                   April 4, 1997
---------------------------------                                                               
Donald T. Valentine



/s/ James F. Gibbons                    Director                                   April 4, 1997
---------------------------------                                                               
James F. Gibbons



/s/ Robert L. Puette                    Director                                   April 4, 1997
---------------------------------                                                               
Robert L. Puette



                                        Director                                   April  , 1997
---------------------------------               
Masayoshi Son



/s/ Steven M. West                      Director                                   April 4, 1997
---------------------------------                                                               
Steven M. West



/s/ Richard M. Moley                    Director                                   April 4, 1997
---------------------------------                                                               
Richard M. Moley



/s/ Edward Kozel                        Director                                   April 4, 1997
---------------------------------                                                               
Edward Kozel


/s/ Carol Bartz                         Director                                   April 4, 1997
---------------------------------                                                               
Carol Bartz




</TABLE>

                                     II-5.
<PAGE>   7
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
  Exhibit Number Exhibit
  -------------- -------
    <S>              <C>
     4.0             Instruments Defining Rights of Shareholders.  Reference is made to 
                     Registrant's Registration Statement No. 0-18225 on Form
                     8-A which is incorporated herein by reference pursuant to Item 3(c).
     5.0             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             Telesend, Inc. 1995 Stock Option Plan.
    99.2             Form of Incentive Stock Option Agreement.
    99.3             Form of Non-Statutory Stock Option Agreement.
    99.4             Memorandum re Assumption of Stock Options under the Telesend, 
                     Inc. 1995 Stock Option Plan and Stock Option Assumption
                     Agreement.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 18208}]
{"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": "333-24741", "film-number": "97576385"}, "business-address": {"street1": "225 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085264000"}, "mail-address": {"street1": "225 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706"}}
1

    As filed with the Securities and Exchange Commission on April 8, 1997
                                         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 issuer 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)
                            ________________________

                                 TELESEND, INC.
                             1995 STOCK OPTION PLAN
                            (Full title of the plan)
                            _______________________

                                JOHN T. CHAMBERS
                PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                              CISCO SYSTEMS, INC.
             170 WEST 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           Proposed
  Title of                                                                     Maximum            Maximum
 Securities                              Amount           Offering             Aggregate         Amount of
    to be                                 to be             Price              Offering         Registration
 Registered                           Registered(1)     per Share(2)           Price(2)             Fee
 ----------                           -------------     ------------           --------             ---
1995 Stock Option Plan
----------------------

Options to Purchase Common Stock          33,444             N/A                  N/A               N/A

Common Stock                              33,444            $5.98             $199,995.12           $61
================================================================================
(1)     This Registration Statement shall also cover any additional shares of 
        Common Stock which become issuable under the Telesend, Inc. 1995
        Stock Option Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        the Registrant's outstanding shares of 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 Certain 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 28, 1996 filed with the Commission on October
                 25, 1996, pursuant to Section 13 of the Securities Exchange
                 Act of 1934 (the "1934 Act").

        (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended October 26, 1996 and January 25, 1997, filed
                 with the Commission on December 10, 1996 and March 10, 1997,
                 respectively.

        (c)      The Registrant's reports on Form 8-K filed with the Commission
                 on October 1, 1996 and January 22, 1997, respectively.

        (d)      The Registrant's Registration Statement No. 0-18225 on Form
                 8-A filed with the Commission on January 11, 1990, together
                 with Amendment No. 1 on Form 8-A filed with the Commission on
                 February 15, 1990, in which there is described the terms,
                 rights and provisions applicable to the Registrant's
                 outstanding Common Stock.

        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 deregisters 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.
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
 --------------      -------
4.0             Instruments Defining Rights of Shareholders.  Reference is 
                     made to Registrant's Registration Statement No. 0-18225 on Form
                     8-A which is incorporated herein by reference pursuant to Item 3(c).
     5.0             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             Telesend, Inc. 1995 Stock Option Plan.
    99.2             Form of Incentive Stock Option Agreement.
    99.3             Form of Non-Statutory Stock Option Agreement.
    99.4             Memorandum re Assumption of Stock Options under the Telesend, 
                     Inc. 1995 Stock Option Plan and Stock Option Assumption
                     Agreement.
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 the
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 the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the 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 paragraphs 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 the 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 Telesend, Inc. 1995 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 the 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 indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed 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 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 4th day of April, 1997.

                              CISCO SYSTEMS, INC.

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

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John T. Chambers and Larry R. Carter and each of them
acting individually, as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution, for such person, 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 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 by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Signatures                              Title                                      Date
----------                              -----                                      ----
/s/ John T. Chambers                    President, Chief Executive                 April 4, 1997
---------------------------------       Officer and Director (Principal
John T. Chambers                        Executive Officer)

/s/ Larry R. Carter                     Vice President, Finance and                 April 4, 1997
---------------------------------       Administration, Chief Financial                                                         
Larry R. Carter                         Officer and Secretary
                                        (Principal Financial and Accounting Officer)

/s/ John P. Morgridge                   Chairman of the Board                      April 4, 1997
---------------------------------       and Director                                                        
John P. Morgridge
II-4.
6
Signatures                              Title                                      Date
----------                              -----                                      ----
/s/ Donald T. Valentine                 Director                                   April 4, 1997
---------------------------------                                                               
Donald T. Valentine

/s/ James F. Gibbons                    Director                                   April 4, 1997
---------------------------------                                                               
James F. Gibbons

/s/ Robert L. Puette                    Director                                   April 4, 1997
---------------------------------                                                               
Robert L. Puette

                                        Director                                   April  , 1997
---------------------------------               
Masayoshi Son

/s/ Steven M. West                      Director                                   April 4, 1997
---------------------------------                                                               
Steven M. West

/s/ Richard M. Moley                    Director                                   April 4, 1997
---------------------------------                                                               
Richard M. Moley

/s/ Edward Kozel                        Director                                   April 4, 1997
---------------------------------                                                               
Edward Kozel

/s/ Carol Bartz                         Director                                   April 4, 1997
---------------------------------                                                               
Carol Bartz
II-5.
7
                                 EXHIBIT INDEX
Exhibit Number Exhibit
  -------------- -------
4.0             Instruments Defining Rights of Shareholders.  Reference is made to 
                     Registrant's Registration Statement No. 0-18225 on Form
                     8-A which is incorporated herein by reference pursuant to Item 3(c).
     5.0             Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Accountants - Coopers & Lybrand L.L.P.
    23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
    24.0             Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             Telesend, Inc. 1995 Stock Option Plan.
    99.2             Form of Incentive Stock Option Agreement.
    99.3             Form of Non-Statutory Stock Option Agreement.
    99.4             Memorandum re Assumption of Stock Options under the Telesend, 
                     Inc. 1995 Stock Option Plan and Stock Option Assumption
                     Agreement.