<PAGE>   1
             As filed with the Securities and Exchange Commission on May 2, 2000
                                                   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)

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

                              GROWTH NETWORKS, INC.

                                 1999 STOCK 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           Price              Fee
           ----------                        --------------      ----------     ---------------    ------------
<S>                                          <C>                 <C>            <C>                 <C>
 Growth Networks, Inc. 1999 Stock Plan       115,058 shares      $42.78(2)      $ 4,922,182(2)      $ 1,299.46
 Common Stock, par value $0.01

 ===============================================================================================================

(1)   This Registration Statement shall also cover any additional shares of Registrant's Common Stock which
      become issuable under the Growth Networks, Inc. 1999 Stock 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.

(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.
</TABLE>


<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 31, 1999, filed with the Commission on September 28,
            1999, as amended on Form 10-K405/A filed with the Commission on
            February 3, 2000, 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 for the fiscal
            quarter ended October 30, 1999, filed with the Commission on
            December 14, 1999, as amended on Form 10-Q/A filed with the
            Commission on February 3, 2000, and the Registrant's Quarterly
            Report on Form 10-Q for the fiscal quarter ended January 29, 2000
            filed with the Commission on March 14, 2000;

      (c)   The Registrant's Current Reports on Form 8-K filed with the
            Commission on March 16, 2000, March 27, 2000, March 28, 2000,
            and April 3, 2000;

      (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.

Item 5. Interests of Named Experts and Counsel

            Not Applicable.



                                      II-1
<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

<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       Growth Networks, Inc. 1999 Stock Plan

 99.2       Form of Stock Option Agreement.

 99.3       Form of Option Assumption Agreement.
</TABLE>

Item 9. Undertakings

            A.    The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of 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 Growth Networks,
Inc. 1999 Stock 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 2nd day
of May, 2000.

                                          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              May 2, 2000
-----------------------------      Officer and Director
John T. Chambers                   (Principal Executive Officer)


/s/ Larry R. Carter                Senior Vice President, Finance          May 2, 2000
-----------------------------      and Administration, Chief Financial
Larry R. Carter                    Officer and Secretary
                                   (Principal Financial and Accounting
                                   Officer)


/s/ John P. Morgridge              Chairman of the Board and               May 2, 2000
-----------------------------      Director
John P. Morgridge


/s/ Donald T. Valentine            Vice Chairman of the Board and          May 2, 2000
-----------------------------      Director
Donald T. Valentine
</TABLE>



                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
<S>                                <C>                                     <C>
                                   Director                                May_____, 2000
-----------------------------
James F. Gibbons


/s/ Steven M. West                 Director                                May 2, 2000
-----------------------------
Steven M. West


/s/ Edward R. Kozel                Director                                May 2, 2000
-----------------------------
Edward R. Kozel


/s/ Carol A. Bartz                 Director                                May 2, 2000
-----------------------------
Carol A. Bartz


/s/ James C. Morgan                Director                                May 2, 2000
-----------------------------
James C. Morgan


/s/ Mary Cirillo                   Director                                May 2, 2000
-----------------------------
Mary Cirillo


                                   Director                                May_____, 2000
-----------------------------
Arun Sarin
</TABLE>



                                      II-5
<PAGE>   7

                                  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       Growth Networks, Inc. 1999 Stock Plan.

 99.2       Form of Stock Option Agreement.

 99.3       Form of Option Assumption Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17863}]
{"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": "333-36126", "film-number": "617259"}, "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 May 2, 2000
                                                   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)

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

                              GROWTH NETWORKS, INC.

                                 1999 STOCK 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           Price              Fee
           ----------                        --------------      ----------     ---------------    ------------
Growth Networks, Inc. 1999 Stock Plan       115,058 shares      $42.78(2)      $ 4,922,182(2)      $ 1,299.46
 Common Stock, par value $0.01

 ===============================================================================================================

(1)   This Registration Statement shall also cover any additional shares of Registrant's Common Stock which
      become issuable under the Growth Networks, Inc. 1999 Stock 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.

(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 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, 1999, filed with the Commission on September 28,
            1999, as amended on Form 10-K405/A filed with the Commission on
            February 3, 2000, 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 for the fiscal
            quarter ended October 30, 1999, filed with the Commission on
            December 14, 1999, as amended on Form 10-Q/A filed with the
            Commission on February 3, 2000, and the Registrant's Quarterly
            Report on Form 10-Q for the fiscal quarter ended January 29, 2000
            filed with the Commission on March 14, 2000;

      (c)   The Registrant's Current Reports on Form 8-K filed with the
            Commission on March 16, 2000, March 27, 2000, March 28, 2000,
            and April 3, 2000;

      (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.

Item 5. Interests of Named Experts and Counsel

            Not Applicable.

                                      II-1
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         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       Growth Networks, Inc. 1999 Stock Plan

 99.2       Form of Stock Option Agreement.

 99.3       Form of Option Assumption Agreement.
Item 9. Undertakings

            A.    The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of 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 Growth Networks,
Inc. 1999 Stock 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 2nd day
of May, 2000.

                                          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              May 2, 2000
-----------------------------      Officer and Director
John T. Chambers                   (Principal Executive Officer)

/s/ Larry R. Carter                Senior Vice President, Finance          May 2, 2000
-----------------------------      and Administration, Chief Financial
Larry R. Carter                    Officer and Secretary
                                   (Principal Financial and Accounting
                                   Officer)

/s/ John P. Morgridge              Chairman of the Board and               May 2, 2000
-----------------------------      Director
John P. Morgridge

/s/ Donald T. Valentine            Vice Chairman of the Board and          May 2, 2000
-----------------------------      Director
Donald T. Valentine
II-4
6
Director                                May_____, 2000
-----------------------------
James F. Gibbons

/s/ Steven M. West                 Director                                May 2, 2000
-----------------------------
Steven M. West

/s/ Edward R. Kozel                Director                                May 2, 2000
-----------------------------
Edward R. Kozel

/s/ Carol A. Bartz                 Director                                May 2, 2000
-----------------------------
Carol A. Bartz

/s/ James C. Morgan                Director                                May 2, 2000
-----------------------------
James C. Morgan

/s/ Mary Cirillo                   Director                                May 2, 2000
-----------------------------
Mary Cirillo

                                   Director                                May_____, 2000
-----------------------------
Arun Sarin
II-5
7

                                  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       Growth Networks, Inc. 1999 Stock Plan.

 99.2       Form of Stock Option Agreement.

 99.3       Form of Option Assumption Agreement.