<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)

                              GRANITE SYSTEMS, INC.
                             1995 STOCK OPTION 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                              to be           Price        Offering     Registration
Registered                        Registered(1)    per Share(2)    Price(2)         Fee
----------                        -------------    ------------    ---------    ------------
<S>                                 <C>               <C>         <C>              <C>
1995 Stock Option Plan

Options to Purchase Common Stock    1,700,458           N/A              N/A          N/A

Common Stock                        1,700,458         $0.05       $85,022.90       $29.32
</TABLE>

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Granite Systems, Inc. 1995
      Stock Option Plan by reason of any stock dividend, stock split,
      recapitalization or other similar transaction effected without the receipt
      of consideration which results in an increase in the number of the
      Registrant's outstanding shares of Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the weighted average
      exercise price of the outstanding options.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

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

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended July 31, 1995 filed with the Commission 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-A filed with the Commission on 
            February 15, 1990, in which there is described the terms, rights and
            provisions applicable to the Registrant's outstanding Common Stock.

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


Item 4. Description of Securities

      Not Applicable.


Item 5. Interests of Named Experts and Counsel

      Not Applicable.


<PAGE>   3
Item 6. Indemnification of Directors and Officers

      Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

      Not Applicable.

Item 8. Exhibits

Exhibit Number Exhibit

    4.0        Instruments Defining Rights of Shareholders. Reference is made to
               Registrant's Registration Statement No. 0-18225 on Form 8-A which
               is incorporated herein by reference pursuant to Item 3(c).

    5.0        Opinion of Brobeck, Phleger & Harrison LLP.

   23.1        Consent of Independent Accountants - Coopers & Lybrand L.L.P.

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

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

   99.1        Granite Systems, Inc. 1995 Stock Option Plan.

   99.2        Form of Stock Option Agreement.

   99.3        Form of Exercise Notice.

   99.4        Form of Stock Option Assumption Agreement.

   99.5        Memorandum re Assumption of Stock Options under the Granite
               Systems, Inc. 1995 Stock Option 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 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 Granite Systems, Inc. 1995 Stock Option
Plan.


                                      II-2.
<PAGE>   4
      B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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


                                      II-3.
<PAGE>   5
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on this 9th 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 9, 1996
-----------------------    Officer and Director (Principal   
John T. Chambers           Executive Officer)




/s/ Larry R. Carter        Vice President, Finance and        October 9, 1996
-----------------------    Administration, Chief Financial    
Larry R. Carter            Officer and Secretary
                           (Principal Financial and
                           Accounting Officer)




/s/ John P. Morgridge      Chairman of the Board              October 9, 1996
-----------------------    and Director                      
John P. Morgridge




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

/s/ Donald T. Valentine    Director                           October 9, 1996
-----------------------                                       
Donald T. Valentine



/s/ Michael S. Frankel     Director                           October 9, 1996
-----------------------                                       
Michael S. Frankel



/s/ James F. Gibbons       Director                           October 9, 1996
-----------------------                                       
James F. Gibbons



/s/ Robert L. Puette       Director                           October 9, 1996
-----------------------                                       
Robert L. Puette



/s/ Masayoshi Son          Director                           October 9, 1996
-----------------------                                       
Masayoshi Son



/s/ Steven M. West         Director                           October 9, 1996
-----------------------                                       
Steven M. West



/s/ Richard M. Moley       Director                           October 9, 1996
-----------------------                                       
Richard M. Moley


                                      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.


                                      II-6.
<PAGE>   8
                                  EXHIBIT INDEX



Exhibit Number    Exhibit
--------------    -------
    4.0        Instruments Defining Rights of Shareholders. Reference is made to
               Registrant's Registration Statement No. 0-18225 on Form 8-A which
               is incorporated herein by reference pursuant to Item 3(c).

    5.0        Opinion of Brobeck, Phleger & Harrison LLP.

   23.1        Consent of Independent Accountants - Coopers & Lybrand L.L.P.

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

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

   99.1        Granite Systems, Inc. 1995 Stock Option Plan.

   99.2        Form of Stock Option Agreement.

   99.3        Form of Exercise Notice.

   99.4        Form of Stock Option Assumption Agreement.

   99.5        Memorandum re Assumption of Stock Options under the Granite
               Systems, Inc. 1995 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "CISCO SYSTEMS, INC. FORM S-8", "secsgml_size_bytes": 16710}]
{"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": "333-14679", "film-number": "96646952"}, "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)

                              GRANITE SYSTEMS, INC.
                             1995 STOCK OPTION 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                              to be           Price        Offering     Registration
Registered                        Registered(1)    per Share(2)    Price(2)         Fee
----------                        -------------    ------------    ---------    ------------
1995 Stock Option Plan

Options to Purchase Common Stock    1,700,458           N/A              N/A          N/A

Common Stock                        1,700,458         $0.05       $85,022.90       $29.32
(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the Granite Systems, Inc. 1995
      Stock Option Plan by reason of any stock dividend, stock split,
      recapitalization or other similar transaction effected without the receipt
      of consideration which results in an increase in the number of the
      Registrant's outstanding shares of Common Stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the weighted average
      exercise price of the outstanding options.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

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

      (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended July 31, 1995 filed with the Commission 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-A filed with the Commission on 
            February 15, 1990, in which there is described the terms, rights and
            provisions applicable to the Registrant's outstanding Common Stock.

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

Item 4. Description of Securities

      Not Applicable.

Item 5. Interests of Named Experts and Counsel

      Not Applicable.
3
Item 6. Indemnification of Directors and Officers

      Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

      Not Applicable.

Item 8. Exhibits

Exhibit Number Exhibit

    4.0        Instruments Defining Rights of Shareholders. Reference is made to
               Registrant's Registration Statement No. 0-18225 on Form 8-A which
               is incorporated herein by reference pursuant to Item 3(c).

    5.0        Opinion of Brobeck, Phleger & Harrison LLP.

   23.1        Consent of Independent Accountants - Coopers & Lybrand L.L.P.

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

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

   99.1        Granite Systems, Inc. 1995 Stock Option Plan.

   99.2        Form of Stock Option Agreement.

   99.3        Form of Exercise Notice.

   99.4        Form of Stock Option Assumption Agreement.

   99.5        Memorandum re Assumption of Stock Options under the Granite
               Systems, Inc. 1995 Stock Option 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 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 Granite Systems, Inc. 1995 Stock Option
Plan.

                                      II-2.
4
      B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      II-3.
5
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,
State of California, on this 9th 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 9, 1996
-----------------------    Officer and Director (Principal   
John T. Chambers           Executive Officer)

/s/ Larry R. Carter        Vice President, Finance and        October 9, 1996
-----------------------    Administration, Chief Financial    
Larry R. Carter            Officer and Secretary
                           (Principal Financial and
                           Accounting Officer)

/s/ John P. Morgridge      Chairman of the Board              October 9, 1996
-----------------------    and Director                      
John P. Morgridge

                                   II-4.
6
Signatures                 Title                                  Date
----------                 -----                                  ----

/s/ Donald T. Valentine    Director                           October 9, 1996
-----------------------                                       
Donald T. Valentine

/s/ Michael S. Frankel     Director                           October 9, 1996
-----------------------                                       
Michael S. Frankel

/s/ James F. Gibbons       Director                           October 9, 1996
-----------------------                                       
James F. Gibbons

/s/ Robert L. Puette       Director                           October 9, 1996
-----------------------                                       
Robert L. Puette

/s/ Masayoshi Son          Director                           October 9, 1996
-----------------------                                       
Masayoshi Son

/s/ Steven M. West         Director                           October 9, 1996
-----------------------                                       
Steven M. West

/s/ Richard M. Moley       Director                           October 9, 1996
-----------------------                                       
Richard M. Moley

                                      II-5.
7
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.

                                      II-6.
8
                                  EXHIBIT INDEX

Exhibit Number    Exhibit
--------------    -------
    4.0        Instruments Defining Rights of Shareholders. Reference is made to
               Registrant's Registration Statement No. 0-18225 on Form 8-A which
               is incorporated herein by reference pursuant to Item 3(c).

    5.0        Opinion of Brobeck, Phleger & Harrison LLP.

   23.1        Consent of Independent Accountants - Coopers & Lybrand L.L.P.

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

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

   99.1        Granite Systems, Inc. 1995 Stock Option Plan.

   99.2        Form of Stock Option Agreement.

   99.3        Form of Exercise Notice.

   99.4        Form of Stock Option Assumption Agreement.

   99.5        Memorandum re Assumption of Stock Options under the Granite
               Systems, Inc. 1995 Stock Option Plan.