<PAGE>   1
      As filed with the Securities and Exchange Commission on June 1, 1999
                                                    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.
             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         Amount to be         Price          Offering          Registration
           Registered       Registered(1)      per Share          Price                Fee
           ----------       -------------      ---------       ------------       ------------
<S>                         <C>                <C>         <C>                    <C>
1996 Stock Incentive Plan
Common Stock                75,152,534 shares  $106.91(2)  $8,034,557,409.00(2)   $2,233,607.00
===============================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the 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 Registrant's outstanding shares of Common Stock. On June 21,
     1999 a two for one split of the Common Stock shall become effective,
     thereby increasing the number of shares registered hereunder by an
     additional 75,152,534 shares.

(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
     May 25, 1999, as reported by the Nasdaq National Market.

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          July 25, 1998 filed with the Commission on September 25, 1998,
          pursuant to Section 13 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act");

     (b)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on October 13, 1998 (for period date September 30, 1998), November 20,
          1998 (for period date November 2, 1998) and November 20, 1998 (for
          period date November 4, 1998) and May 14, 1999 (for period date May,
          11, 1999);

     (c)  The Registrant's Quarterly Reports on Form 10-Q filed with the
          Commission on December 8, 1998 for the fiscal quarter ended October
          24, 1998 and filed on March 9, 1999, as amended on May 14, 1999, for
          the fiscal quarter ended January 23, 1999.

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

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

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

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

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

                                      II-1
<PAGE>   3

(including reimbursement of expenses incurred) under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, (the "1933
Act"). The Registrant's Restated Articles of Incorporation, as amended, and
Amended and Restated Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>
Exhibit Number  Exhibit
--------------  -------
<S>             <C>
   4            Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
                Registration Statements 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.

  99.2*         Form of Notice of Grant.

  99.3*         Form of  Stock Option Agreement.

  99.4*         Form of Notice of Grant of Automatic Stock Option -- Initial.

  99.5*         Form of Notice of Grant of Automatic Stock Option -- Annual.

  99.6*         Form of Automatic Stock Option Agreement.
</TABLE>
-------------
* Exhibits 99.2 through 99.6 are incorporated herein by reference to Exhibits
  99.1 through 99.6, respectively, of Registrant's Registration Statement No.
  333-42249 on Form S-8, filed with the Commission on December 15, 1997.


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 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 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.

                                      II-2
<PAGE>   4

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

                                      II-3
<PAGE>   5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this 1st day
of June, 1999.

                                        CISCO SYSTEMS, INC.


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


                                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               June 1, 1999
-----------------------------          Office and Director
John T. Chambers                       (Principal Executive Officer)


/s/ Larry R. Carter                    Senior Vice President, Finance           June 1, 1999
-----------------------------          and Administration, Chief Financial
Larry R. Carter                        Officer and Secretary
                                       (Principal Financial and Accounting
                                       Officer)

/s/ John P. Morgridge                  Chairman of the Board and                June 1, 1999
-----------------------------          Director
John P. Morgridge


/s/ Donald T. Valentine                Vice Chairman of the Board and           June 1, 1999
-----------------------------          Director
Donald T. Valentine
</TABLE>

                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
Signature                              Title                                       Date
---------                              -----                                       ----
<S>                                    <C>                                      <C>

/s/ James F. Gibbons                   Director                                 June 1, 1999
-----------------------------
James F. Gibbons


/s/ Robert L. Puette                   Director                                 June 1, 1999
-----------------------------
Robert L. Puette


                                       Director                                 June __, 1999
-----------------------------
Masayoshi Son


/s/ Steven M. West                     Director                                 June 1, 1999
-----------------------------
Steven M. West


/s/ Edward R. Kozel                    Director                                 June 1, 1999
-----------------------------
Edward R. Kozel


                                       Director                                 June __,  1999
-----------------------------
Carol A. Bartz


/s/ James C. Morgan                    Director                                 June 1, 1999
-----------------------------
James C. Morgan


/s/ Mary Cirillo                       Director                                 June 1, 1999
-----------------------------
Mary Cirillo


/s/ Arun Sarin                         Director                                 June 1, 1999
-----------------------------
Arun Sarin
</TABLE>

                                      II-5
<PAGE>   7




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               CISCO SYSTEMS, INC.





<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number  Exhibit
--------------  -------
<S>             <C>
   4            Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
                Registration Statements 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.

  99.2*         Form of Notice of Grant.

  99.3*         Form of  Stock Option Agreement.

  99.4*         Form of Notice of Grant of Automatic Stock Option -- Initial.

  99.5*         Form of Notice of Grant of Automatic Stock Option -- Annual.

  99.6*         Form of Automatic Stock Option Agreement.
</TABLE>
-------------
* Exhibits 99.2 through 99.6 are incorporated herein by reference to Exhibits
  99.1 through 99.6, respectively, of Registrant's Registration Statement No.
  333-42249 on Form S-8, filed with the Commission on December 15, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19400}]
{"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": "333-79717", "film-number": "99638504"}, "business-address": {"street1": "170 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706", "phone": "4085264000"}, "mail-address": {"street1": "225 WEST TASMAN DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134-1706"}}
1
      As filed with the Securities and Exchange Commission on June 1, 1999
                                                    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.
             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         Amount to be         Price          Offering          Registration
           Registered       Registered(1)      per Share          Price                Fee
           ----------       -------------      ---------       ------------       ------------
1996 Stock Incentive Plan
Common Stock                75,152,534 shares  $106.91(2)  $8,034,557,409.00(2)   $2,233,607.00
===============================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the 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 Registrant's outstanding shares of Common Stock. On June 21,
     1999 a two for one split of the Common Stock shall become effective,
     thereby increasing the number of shares registered hereunder by an
     additional 75,152,534 shares.

(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
     May 25, 1999, as reported by the Nasdaq National Market.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          July 25, 1998 filed with the Commission on September 25, 1998,
          pursuant to Section 13 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act");

     (b)  The Registrant's Current Reports on Form 8-K filed with the Commission
          on October 13, 1998 (for period date September 30, 1998), November 20,
          1998 (for period date November 2, 1998) and November 20, 1998 (for
          period date November 4, 1998) and May 14, 1999 (for period date May,
          11, 1999);

     (c)  The Registrant's Quarterly Reports on Form 10-Q filed with the
          Commission on December 8, 1998 for the fiscal quarter ended October
          24, 1998 and filed on March 9, 1999, as amended on May 14, 1999, for
          the fiscal quarter ended January 23, 1999.

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

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

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

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

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

                                      II-1
3

(including reimbursement of expenses incurred) under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended, (the "1933
Act"). The Registrant's Restated Articles of Incorporation, as amended, and
Amended and Restated Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits
Exhibit Number  Exhibit
--------------  -------
4            Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
                Registration Statements 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.

  99.2*         Form of Notice of Grant.

  99.3*         Form of  Stock Option Agreement.

  99.4*         Form of Notice of Grant of Automatic Stock Option -- Initial.

  99.5*         Form of Notice of Grant of Automatic Stock Option -- Annual.

  99.6*         Form of Automatic Stock Option Agreement.
-------------
* Exhibits 99.2 through 99.6 are incorporated herein by reference to Exhibits
  99.1 through 99.6, respectively, of Registrant's Registration Statement No.
  333-42249 on Form S-8, filed with the Commission on December 15, 1997.

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 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 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.

                                      II-2
4

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

                                      II-3
5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this 1st day
of June, 1999.

                                        CISCO SYSTEMS, INC.

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

                                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               June 1, 1999
-----------------------------          Office and Director
John T. Chambers                       (Principal Executive Officer)

/s/ Larry R. Carter                    Senior Vice President, Finance           June 1, 1999
-----------------------------          and Administration, Chief Financial
Larry R. Carter                        Officer and Secretary
                                       (Principal Financial and Accounting
                                       Officer)

/s/ John P. Morgridge                  Chairman of the Board and                June 1, 1999
-----------------------------          Director
John P. Morgridge

/s/ Donald T. Valentine                Vice Chairman of the Board and           June 1, 1999
-----------------------------          Director
Donald T. Valentine
II-4
6
Signature                              Title                                       Date
---------                              -----                                       ----
/s/ James F. Gibbons                   Director                                 June 1, 1999
-----------------------------
James F. Gibbons

/s/ Robert L. Puette                   Director                                 June 1, 1999
-----------------------------
Robert L. Puette

                                       Director                                 June __, 1999
-----------------------------
Masayoshi Son

/s/ Steven M. West                     Director                                 June 1, 1999
-----------------------------
Steven M. West

/s/ Edward R. Kozel                    Director                                 June 1, 1999
-----------------------------
Edward R. Kozel

                                       Director                                 June __,  1999
-----------------------------
Carol A. Bartz

/s/ James C. Morgan                    Director                                 June 1, 1999
-----------------------------
James C. Morgan

/s/ Mary Cirillo                       Director                                 June 1, 1999
-----------------------------
Mary Cirillo

/s/ Arun Sarin                         Director                                 June 1, 1999
-----------------------------
Arun Sarin
II-5
7

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.
8

                                  EXHIBIT INDEX
Exhibit Number  Exhibit
--------------  -------
4            Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
                Registration Statements 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.

  99.2*         Form of Notice of Grant.

  99.3*         Form of  Stock Option Agreement.

  99.4*         Form of Notice of Grant of Automatic Stock Option -- Initial.

  99.5*         Form of Notice of Grant of Automatic Stock Option -- Annual.

  99.6*         Form of Automatic Stock Option Agreement.
-------------
* Exhibits 99.2 through 99.6 are incorporated herein by reference to Exhibits
  99.1 through 99.6, respectively, of Registrant's Registration Statement No.
  333-42249 on Form S-8, filed with the Commission on December 15, 1997.