<PAGE>   1

    As filed with the Securities and Exchange Commission on December 5, 1996
                                           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)

                            NETSYS TECHNOLOGIES, 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            163,200             N/A                   N/A                N/A

Common Stock                                163,200            $1.83               $298,656            $91
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Netsys Technologies, 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 report on Form 8-K filed with the Commission on
               October 1, 1996.

         (c)   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

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          Netsys Technologies, Inc. 1995 Stock Option Plan.
    99.2          Form of Stock Option Agreement.
    99.3          Form of Stock Option Agreement - Acceleration.
    99.4          Form of Exercise Notice and Restricted Stock Purchase 
                  Agreement.
    99.5          Form of Stock Option Assumption Agreement.
    99.6          Form of Stock Option Assumption Agreement - Acceleration.
    99.7          Memorandum re Assumption of Stock Options under the Netsys 
                  Technologies, Inc. 1995 Stock Option Plan.
    99.8          Memorandum re Assumption of Stock Options under the Netsys 
                  Technologies, Inc. 1995 Stock Option Plan - Acceleration.
    99.9          Form of Assignment of Repurchase Right.

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

                                      II-2.
<PAGE>   4
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 Netsys Technologies, Inc. 1995 Stock
Option Plan.

         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 2nd day of December, 1996.

                                       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>                                             <C>                
/s/ John T. Chambers                      President, Chief Executive                      December 2, 1996
-------------------------------------
John T. Chambers                          Officer and Director (Principal
                                          Executive Officer)



/s/ Larry R. Carter                       Vice President, Finance and                     December 2, 1996
-------------------------------------
Larry R. Carter                           Administration, Chief Financial
                                          Officer and Secretary
                                          (Principal Financial and Accounting Officer)



/s/ John P. Morgridge                     Chairman of the Board                           December 2, 1996
-------------------------------------
John P. Morgridge                         and Director
</TABLE>


                                      II-4.
<PAGE>   6
Signatures                                Title                   Date
----------                                -----                   ----


/s/ Donald T. Valentine                   Director          December 2, 1996
-------------------------------------
Donald T. Valentine



/s/ James F. Gibbons                      Director          December 2, 1996
-------------------------------------
James F. Gibbons



/s/ Robert L. Puette                      Director          December 2, 1996
-------------------------------------
Robert L. Puette


                                          Director
-------------------------------------     
Masayoshi Son



/s/ Steven M. West                        Director          December 2, 1996
-------------------------------------
Steven M. West



/s/ Richard M. Moley                      Director          December 2, 1996
-------------------------------------
Richard M. Moley



/s/ Edward Kozel                          Director          December 2, 1996
-------------------------------------
Edward Kozel


/s/ Carol Barts                           Director          December 2, 1996
-------------------------------------
Carol Barts


                                      II-5.
<PAGE>   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         Netsys Technologies, Inc. 1995 Stock Option Plan.
    99.2         Form of Stock Option Agreement.
    99.3         Form of Stock Option Agreement - Acceleration.
    99.4         Form of Exercise Notice and Restricted Stock Purchase 
                 Agreement.
    99.5         Form of Stock Option Assumption Agreement.
    99.6         Form of Stock Option Assumption Agreement - Acceleration.
    99.7         Memorandum re Assumption of Stock Options under the Netsys 
                 Technologies, Inc. 1995 Stock Option Plan.
    99.8         Memorandum re Assumption of Stock Options under the Netsys 
                 Technologies, Inc. 1995 Stock Option Plan - Acceleration.
    99.9         Form of Assignment of Repurchase Right.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17346}]
{"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": "333-17287", "film-number": "96676123"}, "business-address": {"street1": "170 W TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085264000"}, "mail-address": {"street1": "170 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706"}}
1

    As filed with the Securities and Exchange Commission on December 5, 1996
                                           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)

                            NETSYS TECHNOLOGIES, 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            163,200             N/A                   N/A                N/A

Common Stock                                163,200            $1.83               $298,656            $91
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Netsys Technologies, 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 report on Form 8-K filed with the Commission on
               October 1, 1996.

         (c)   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          Netsys Technologies, Inc. 1995 Stock Option Plan.
    99.2          Form of Stock Option Agreement.
    99.3          Form of Stock Option Agreement - Acceleration.
    99.4          Form of Exercise Notice and Restricted Stock Purchase 
                  Agreement.
    99.5          Form of Stock Option Assumption Agreement.
    99.6          Form of Stock Option Assumption Agreement - Acceleration.
    99.7          Memorandum re Assumption of Stock Options under the Netsys 
                  Technologies, Inc. 1995 Stock Option Plan.
    99.8          Memorandum re Assumption of Stock Options under the Netsys 
                  Technologies, Inc. 1995 Stock Option Plan - Acceleration.
    99.9          Form of Assignment of Repurchase Right.

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

                                      II-2.
4
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 Netsys Technologies, Inc. 1995 Stock
Option Plan.

         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 2nd day of December, 1996.

                                       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                      December 2, 1996
-------------------------------------
John T. Chambers                          Officer and Director (Principal
                                          Executive Officer)

/s/ Larry R. Carter                       Vice President, Finance and                     December 2, 1996
-------------------------------------
Larry R. Carter                           Administration, Chief Financial
                                          Officer and Secretary
                                          (Principal Financial and Accounting Officer)

/s/ John P. Morgridge                     Chairman of the Board                           December 2, 1996
-------------------------------------
John P. Morgridge                         and Director
II-4.
6
Signatures                                Title                   Date
----------                                -----                   ----

/s/ Donald T. Valentine                   Director          December 2, 1996
-------------------------------------
Donald T. Valentine

/s/ James F. Gibbons                      Director          December 2, 1996
-------------------------------------
James F. Gibbons

/s/ Robert L. Puette                      Director          December 2, 1996
-------------------------------------
Robert L. Puette

                                          Director
-------------------------------------     
Masayoshi Son

/s/ Steven M. West                        Director          December 2, 1996
-------------------------------------
Steven M. West

/s/ Richard M. Moley                      Director          December 2, 1996
-------------------------------------
Richard M. Moley

/s/ Edward Kozel                          Director          December 2, 1996
-------------------------------------
Edward Kozel

/s/ Carol Barts                           Director          December 2, 1996
-------------------------------------
Carol Barts

                                      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         Netsys Technologies, Inc. 1995 Stock Option Plan.
    99.2         Form of Stock Option Agreement.
    99.3         Form of Stock Option Agreement - Acceleration.
    99.4         Form of Exercise Notice and Restricted Stock Purchase 
                 Agreement.
    99.5         Form of Stock Option Assumption Agreement.
    99.6         Form of Stock Option Assumption Agreement - Acceleration.
    99.7         Memorandum re Assumption of Stock Options under the Netsys 
                 Technologies, Inc. 1995 Stock Option Plan.
    99.8         Memorandum re Assumption of Stock Options under the Netsys 
                 Technologies, Inc. 1995 Stock Option Plan - Acceleration.
    99.9         Form of Assignment of Repurchase Right.