<PAGE>

   As filed with the Securities and Exchange Commission on January 2, 2002

                                                      Registration No. 333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

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

             CALIFORNIA                                 77-0059951
    (State or other jurisdiction             (IRS Employer Identification No.)
  of incorporation or organization)

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

                  CISCO SYSTEMS, INC. 1996 STOCK INCENTIVE PLAN

                            (Full title of the Plans)

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

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
                                                              Proposed Maximum     Proposed Maximum
                                            Amount to be       Offering Price         Aggregate            Amount of
Title of Securities to be Registered        Registered(1)        per Share          Offering Price      Registration Fee
------------------------------------     ------------------   ----------------   --------------------   ----------------
<S>                                      <C>                  <C>                <C>                    <C>
Cisco Systems, Inc. 1996 Stock
Incentive Plan
Common Stock, $0.001 par value           348,408,309 shares      $18.25(2)        $6,358,451,639.25(2)    $1,519,669.94
========================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Cisco Systems, Inc. 1996 Stock
     Incentive Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of Cisco Systems, Inc. on
     December 24, 2001, as reported by the Nasdaq National Market.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended July 28, 2001 filed with the Commission on September 24,
               2001, pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "1934 Act");

        (b)    The Registrant's Quarterly Report on Form 10-Q, filed with the
               Commission on December 10, 2001, for the period ended October
               27, 2001;

        (c)    The Registrant's Current Reports on Form 8-K filed with the
               Commission on July 30, 2001, August 24, 2001, September 14,
               2001, and September 28, 2001;

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

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

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

Item 4. Description of Securities

               Not applicable.

               With respect to securities to be offered to employees of the
Registrant, the Registrant's Israeli subsidiaries, and the Registrant's Israeli
branch office: (i) Cisco Systems Israel Ltd., (ii) Cisco Systems O.I.A. (1998)
Ltd. (Formerly "Cisco Systems Optical Internetworking Access (1998) Ltd.")
(Formerly "Pentacom Ltd."), and (iii) Cisco Systems International B.V.,(Israel
branch office) which are subject to the securities laws of the State of Israel,
the following legend shall apply:

"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO SYSTEMS,
INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO
THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED AS
AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AN APPROVAL OF THEIR
RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE
SECURITIES OFFERED HEREBY."


                                      II-1
<PAGE>

Item 5. Interests of Named Experts and Counsel

               Not applicable.

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 1933 Act. The Registrant's Restated Articles of
Incorporation, as amended, and Amended and Restated Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Registrant has entered into Indemnification Agreements with each of its
directors and officers.

Item 7. Exemption from Registration Claimed

               Not applicable.

Item 8. Exhibits

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

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

      23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.

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

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

      99.1       Cisco Systems, Inc. 1996 Stock Incentive Plan.
</TABLE>

Item 9. Undertakings

               A.     The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Cisco Systems,
Inc. 1996 Stock Incentive 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 this Registration Statement
shall be deemed to be a new


                                      II-2
<PAGE>

registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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



                                      II-3
<PAGE>

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California on this
31st day of December, 2001.

                             CISCO SYSTEMS, INC.

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


                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
<S>                                <C>                                       <C>
/s/ John T. Chambers               President, Chief Executive Officer        December 31, 2001
-----------------------------      and Director (Principal Executive
John T. Chambers                   Officer)


/s/ Larry R. Carter                Senior Vice President, Finance and        December 31, 2001
-----------------------------      Administration, Chief Financial
Larry R. Carter                    Officer, Secretary and Director
                                   (Principal Financial and Accounting
                                   Officer)


/s/ John P. Morgridge              Chairman of the Board and Director        December 31, 2001
-----------------------------
John P. Morgridge
</TABLE>





                                      II-4
<PAGE>


<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
<S>                                <C>                                       <C>
/s/ Donald T. Valentine            Vice Chairman of the Board and            December 31, 2001
-------------------------------    Director
Donald T. Valentine


/s/ Carol A. Bartz                 Director                                  December 31, 2001
-----------------------------
Carol A. Bartz


/s/ Carleton S. Fiorina            Director                                  December 31, 2001
-----------------------------
Carleton S. Fiorina


/s/ Dr. James F. Gibbons           Director                                  December 31, 2001
-----------------------------
Dr. James F. Gibbons


/s/ James C. Morgan                Director                                  December 31, 2001
-----------------------------
James C. Morgan


/s/ Arun Sarin                     Director                                  December 31, 2001
-----------------------------
Arun Sarin


/s/ Steven M. West                 Director                                  December 31, 2001
-----------------------------
Steven M. West


/s/ Jerry Yang                     Director                                  December 31, 2001
-----------------------------
Jerry Yang
</TABLE>



                                      II-5
<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.


<PAGE>

                                  EXHIBIT INDEX


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

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

      23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.

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

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

      99.1       Cisco Systems, Inc. 1996 Stock Incentive Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f77718s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19007}]
{"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": "333-76184", "film-number": "2500480"}, "business-address": {"street1": "170 WEST TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706", "phone": "4085264000"}, "mail-address": {"street1": "225 WEST TASMAN DR", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706"}}
As filed with the Securities and Exchange Commission on January 2, 2002

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

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

             CALIFORNIA                                 77-0059951
    (State or other jurisdiction             (IRS Employer Identification No.)
  of incorporation or organization)

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

                  CISCO SYSTEMS, INC. 1996 STOCK INCENTIVE PLAN

                            (Full title of the Plans)

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

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

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

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                              Proposed Maximum     Proposed Maximum
                                            Amount to be       Offering Price         Aggregate            Amount of
Title of Securities to be Registered        Registered(1)        per Share          Offering Price      Registration Fee
------------------------------------     ------------------   ----------------   --------------------   ----------------
Cisco Systems, Inc. 1996 Stock
Incentive Plan
Common Stock, $0.001 par value           348,408,309 shares      $18.25(2)        $6,358,451,639.25(2)    $1,519,669.94
========================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Cisco Systems, Inc. 1996 Stock
     Incentive Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Registrant's Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of Common Stock of Cisco Systems, Inc. on
     December 24, 2001, as reported by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended July 28, 2001 filed with the Commission on September 24,
               2001, pursuant to Section 13 of the Securities Exchange Act of
               1934, as amended (the "1934 Act");

        (b)    The Registrant's Quarterly Report on Form 10-Q, filed with the
               Commission on December 10, 2001, for the period ended October
               27, 2001;

        (c)    The Registrant's Current Reports on Form 8-K filed with the
               Commission on July 30, 2001, August 24, 2001, September 14,
               2001, and September 28, 2001;

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

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

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

Item 4. Description of Securities

               Not applicable.

               With respect to securities to be offered to employees of the
Registrant, the Registrant's Israeli subsidiaries, and the Registrant's Israeli
branch office: (i) Cisco Systems Israel Ltd., (ii) Cisco Systems O.I.A. (1998)
Ltd. (Formerly "Cisco Systems Optical Internetworking Access (1998) Ltd.")
(Formerly "Pentacom Ltd."), and (iii) Cisco Systems International B.V.,(Israel
branch office) which are subject to the securities laws of the State of Israel,
the following legend shall apply:

"THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED CISCO SYSTEMS,
INC. FROM THE REQUIREMENT UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO
THIS FORM S-8. NOTHING IN THE EXEMPTION GRANTED SHALL BE CONSTRUED AS
AUTHENTICATING THE MATTERS CONTAINED IN THIS FORM S-8 OR AN APPROVAL OF THEIR
RELIABILITY OR ACCURACY OR AN EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE
SECURITIES OFFERED HEREBY."

                                      II-1
Item 5. Interests of Named Experts and Counsel

               Not applicable.

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 1933 Act. The Registrant's Restated Articles of
Incorporation, as amended, and Amended and Restated Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California Corporations Code. In addition, the
Registrant has entered into Indemnification Agreements with each of its
directors and officers.

Item 7. Exemption from Registration Claimed

               Not applicable.

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

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

      23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.

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

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

      99.1       Cisco Systems, Inc. 1996 Stock Incentive Plan.
Item 9. Undertakings

               A.     The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Cisco Systems,
Inc. 1996 Stock Incentive 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 this Registration Statement
shall be deemed to be a new

                                      II-2
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      II-3
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California on this
31st day of December, 2001.

                             CISCO SYSTEMS, INC.

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

                                POWER OF ATTORNEY

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

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
/s/ John T. Chambers               President, Chief Executive Officer        December 31, 2001
-----------------------------      and Director (Principal Executive
John T. Chambers                   Officer)

/s/ Larry R. Carter                Senior Vice President, Finance and        December 31, 2001
-----------------------------      Administration, Chief Financial
Larry R. Carter                    Officer, Secretary and Director
                                   (Principal Financial and Accounting
                                   Officer)

/s/ John P. Morgridge              Chairman of the Board and Director        December 31, 2001
-----------------------------
John P. Morgridge
II-4
SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
/s/ Donald T. Valentine            Vice Chairman of the Board and            December 31, 2001
-------------------------------    Director
Donald T. Valentine

/s/ Carol A. Bartz                 Director                                  December 31, 2001
-----------------------------
Carol A. Bartz

/s/ Carleton S. Fiorina            Director                                  December 31, 2001
-----------------------------
Carleton S. Fiorina

/s/ Dr. James F. Gibbons           Director                                  December 31, 2001
-----------------------------
Dr. James F. Gibbons

/s/ James C. Morgan                Director                                  December 31, 2001
-----------------------------
James C. Morgan

/s/ Arun Sarin                     Director                                  December 31, 2001
-----------------------------
Arun Sarin

/s/ Steven M. West                 Director                                  December 31, 2001
-----------------------------
Steven M. West

/s/ Jerry Yang                     Director                                  December 31, 2001
-----------------------------
Jerry Yang
II-5
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

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

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

      23.1       Consent of PricewaterhouseCoopers LLP, Independent Accountants.

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

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

      99.1       Cisco Systems, Inc. 1996 Stock Incentive Plan.