<PAGE>   1
   As filed with the Securities and Exchange Commission on October 23, 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)

                   INTERNATIONAL EMPLOYEE STOCK PURCHASE 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>
International Employee Stock Purchase Plan

Common Stock                            350,000 shares          $65               $22,750,000          $7,845
(no par value)
</TABLE>
===============================================================================
<PAGE>   2
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under Cisco Systems, Inc.'s
         International Employee Stock Purchase 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 average of
         the high and low selling prices per share of Common Stock of Cisco
         Systems, Inc. on October 17, 1996, as reported by the Nasdaq National
         Market.


                                       2
<PAGE>   3
                                     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 31, 1995 filed with the Commission on October
                  26, 1995 pursuant to Section 13 of the Securities Exchange Act
                  of 1934 (the "1934 Act").

         (b)      (1) The Registrant's Quarterly Reports on Form 10-Q for the
                  fiscal quarters ended October 31, 1995, January 31, 1996 and
                  April 30, 1996, filed with the Commission on December 12,
                  1995, March 13, 1996 and June 12, 1996, respectively.

                  (2) The Registrant's reports on Form 8-K filed with the
                  Commission on December 6, 1995, April 2, 1996, April 26, 1996
                  and October 1, 1996, and any amendments thereto.

                  (3) The Registrant's reports on Form 10-C filed with the
                  Commission on February 26, 1996 and July 11, 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 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>   4
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>
     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              International Employee Stock Purchase Plan.
    99.2              Form of Enrollment/Change Form.
    99.3              Form of Stock Purchase 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 Stratacom, Inc. 1994 Stock Option Plan,
1986 Incentive Stock Option Plan, 1992 Directors' Stock Option Plan, and/or 1992
Employee Stock Purchase 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


                                      II-2.
<PAGE>   5
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>   6
                                   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 11th day of October, 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                           October 11, 1996
--------------------------          Officer and Director (Principal
John T. Chambers                    Executive Officer)
                                    



/s/ Larry R. Carter                 Vice President, Finance and                          October 11, 1996
--------------------------          Administration, Chief Financial
Larry R. Carter                     Officer and Secretary
                                    (Principal Financial and Accounting Officer)
                                    
                                    


/s/ John P. Morgridge               Chairman of the Board                                October 11, 1996
--------------------------          and Director
John P. Morgridge                   
</TABLE>


                                      II-4.
<PAGE>   7
<TABLE>
<CAPTION>
Signatures                           Title               Date
----------                           -----               ----


<S>                                 <C>               <C>
/s/ Donald T. Valentine             Director          October 11, 1996
--------------------------
Donald T. Valentine



/s/ Michael S. Frankel              Director          October 11, 1996
--------------------------
Michael S. Frankel



/s/ James F. Gibbons                Director          October 11, 1996
--------------------------
James F. Gibbons



/s/ Robert L. Puette                Director          October 11, 1996
--------------------------
Robert L. Puette



/s/ Masayoshi Son                   Director          October 11, 1996
--------------------------
Masayoshi Son



/s/ Steven M. West                  Director          October 11, 1996
--------------------------
Steven M. West



/s/ Richard M. Moley                Director          October 11, 1996
--------------------------
Richard M. Moley
</TABLE>


                                II-5.
<PAGE>   8









                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               CISCO SYSTEMS, INC.


                                      II-6.
<PAGE>   9
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit Number             Exhibit
--------------             -------

<S>               <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     International Employee Stock Purchase Plan.
         99.2     Form of Enrollment/Change Form.
         99.3     Form of Stock Purchase Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17037}]
{"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": "333-14661", "film-number": "96646715"}, "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 October 23, 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)

                   INTERNATIONAL EMPLOYEE STOCK PURCHASE 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
  ----------                            -------------      ------------           --------          ------------
International Employee Stock Purchase Plan

Common Stock                            350,000 shares          $65               $22,750,000          $7,845
(no par value)
===============================================================================
2
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under Cisco Systems, Inc.'s
         International Employee Stock Purchase 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 average of
         the high and low selling prices per share of Common Stock of Cisco
         Systems, Inc. on October 17, 1996, as reported by the Nasdaq National
         Market.

                                       2
3
                                     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 31, 1995 filed with the Commission on October
                  26, 1995 pursuant to Section 13 of the Securities Exchange Act
                  of 1934 (the "1934 Act").

         (b)      (1) The Registrant's Quarterly Reports on Form 10-Q for the
                  fiscal quarters ended October 31, 1995, January 31, 1996 and
                  April 30, 1996, filed with the Commission on December 12,
                  1995, March 13, 1996 and June 12, 1996, respectively.

                  (2) The Registrant's reports on Form 8-K filed with the
                  Commission on December 6, 1995, April 2, 1996, April 26, 1996
                  and October 1, 1996, and any amendments thereto.

                  (3) The Registrant's reports on Form 10-C filed with the
                  Commission on February 26, 1996 and July 11, 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 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.
4
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
 --------------       -------
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              International Employee Stock Purchase Plan.
    99.2              Form of Enrollment/Change Form.
    99.3              Form of Stock Purchase 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 Stratacom, Inc. 1994 Stock Option Plan,
1986 Incentive Stock Option Plan, 1992 Directors' Stock Option Plan, and/or 1992
Employee Stock Purchase 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

                                      II-2.
5
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.
6
                                   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 11th day of October, 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                           October 11, 1996
--------------------------          Officer and Director (Principal
John T. Chambers                    Executive Officer)
                                    

/s/ Larry R. Carter                 Vice President, Finance and                          October 11, 1996
--------------------------          Administration, Chief Financial
Larry R. Carter                     Officer and Secretary
                                    (Principal Financial and Accounting Officer)
                                    
                                    

/s/ John P. Morgridge               Chairman of the Board                                October 11, 1996
--------------------------          and Director
John P. Morgridge
II-4.
7
Signatures                           Title               Date
----------                           -----               ----
/s/ Donald T. Valentine             Director          October 11, 1996
--------------------------
Donald T. Valentine

/s/ Michael S. Frankel              Director          October 11, 1996
--------------------------
Michael S. Frankel

/s/ James F. Gibbons                Director          October 11, 1996
--------------------------
James F. Gibbons

/s/ Robert L. Puette                Director          October 11, 1996
--------------------------
Robert L. Puette

/s/ Masayoshi Son                   Director          October 11, 1996
--------------------------
Masayoshi Son

/s/ Steven M. West                  Director          October 11, 1996
--------------------------
Steven M. West

/s/ Richard M. Moley                Director          October 11, 1996
--------------------------
Richard M. Moley
II-5.
8

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.

                                      II-6.
9
                                  EXHIBIT INDEX
Exhibit Number             Exhibit
--------------             -------
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     International Employee Stock Purchase Plan.
         99.2     Form of Enrollment/Change Form.
         99.3     Form of Stock Purchase Agreement.