<PAGE>   1
As filed with the Securities and Exchange Commission on August 9, 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)

                                 STRATACOM, INC.
                             1994 STOCK OPTION PLAN
                        1986 INCENTIVE STOCK OPTION PLAN
                        1992 DIRECTORS' STOCK OPTION PLAN
                        1992 EMPLOYEE STOCK PURCHASE 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>
1994 Stock Option Plan

Options to Purchase Common Stock           4,636,356            N/A                   N/A                N/A

Common Stock                               4,636,356         $24.6166           $114,131,321.10      $39,355.63

1986 Incentive Stock Option Plan

Options to Purchase Common Stock           4,306,981            N/A                   N/A                N/A

Common Stock                               4,306,981          $6.9986           $30,142,837.22       $10,394.08

1992 Directors' Stock Option Plan

Options to Purchase Common Stock            110,000             N/A                   N/A                N/A

Common Stock                                110,000           $7.5747              $833,217            $287.32

1992 Employee Stock Purchase Plan

Common Stock                                140,000           $30.60              $4,284,000          $1,477.24

                                                                            Aggregate Filing Fee     $51,514.27
</TABLE>



<PAGE>   2

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Stratacom, Inc. 1994 Stock
         Option Plan, 1986 Incentive Stock Option Plan, 1992 Directors' Stock
         Option Plan and 1992 Employee Stock Purchase Plan by reason of any
         stock dividend, stock split, recapitalization or other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the weighted
         average exercise price of the outstanding options. The fee for the 1992
         Employee Stock Purchase Plan is calculated on the basis of the maximum
         purchase price for shares purchased under the plan during the current
         offering period, which is equal to 85 per cent of the closing price per
         share of Stratacom, Inc. on April 1, 1996.

                                       2
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended July 31, 1995 filed with the Commission on October
                  26, 1995 pursuant to Section 13 of the Securities Exchange Act
                  of 1934 (the "1934 Act").

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

                  (2) The Registrant's reports on Form 8-K filed with the
                  Commission on December 6, 1995, April 2, 1996, April 26, 1996
                  and July 23, 1996.

                  (3) The Registrant's reports on Form 10-C filed with the
                  Commission on February 26, 1996 and July 11, 1996.

         (c)      The Registrant's Registration Statement No. 0-18225 on Form
                  8-A filed with the Commission on January 11, 1990, together
                  with Amendment No. 1 on Form 8 filed with the Commission on
                  February 15, 1990, in which there is described the terms,
                  rights and provisions applicable to the Registrant's
                  outstanding Common Stock.

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

Item 4.  Description of Securities

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.

<PAGE>   4
Item 6.  Indemnification of Directors and Officers

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

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

 Exhibit Number       Exhibit
 --------------       -------

     5.0              Opinion of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Independent Accountants - Coopers & Lybrand
                      L.L.P.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
    24.0              Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
    99.1              Stratacom, Inc. 1994 Stock Option Plan, incorporated by
                      reference to Exhibit 99.1 of Registrant's Registration
                      Statement, File Number 333-05447.
    99.2              Form of Stock Option Agreement used in connection with the
                      1994 Stock Option Plan, incorporated by reference to
                      Exhibit 99.2 of Registrant's Registration Statement, File
                      Number 333-05447.
    99.3              Stratacom, Inc. 1986 Incentive Stock Option Plan,
                      incorporated by reference to Exhibit 99.3 of Registrant's
                      Registration Statement, File Number 333-05447.
    99.4              Form of Incentive Stock Option Agreement used in
                      connection with the 1986 Incentive Stock Option Plan,
                      incorporated by reference to Exhibit 99.4 of Registrant's
                      Registration Statement, File Number 333-05447.
    99.5              Form of Stock Option Assumption Agreement used in
                      connection with the 1994 Stock Option Plan and the 1986
                      Incentive Stock Option Plan, incorporated by reference to
                      Exhibit 99.5 to Registrant's Registration Statement, File
                      Number 333-05447.
    99.6              Stratacom, Inc. 1992 Directors' Stock Option Plan.
    99.7              Form of Nonstatutory Stock Option Agreement used in
                      connection with the 1992 Directors' Stock Option Plan.
    99.8              Form of Stock Option Assumption Agreement used in
                      connection with the 1992 Directors' Stock Option Plan.
    99.9              Stratacom, Inc. 1992 Employee Stock Purchase Plan.
    99.10             Memorandum re Assumption of 1992 Employee Stock Purchase
                      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

                                      II-2.
<PAGE>   5
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into the Registration Statement; (2) that for
the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Stratacom, Inc. 1994 Stock Option Plan, 1986 Incentive Stock Option Plan, 1992
Directors' Stock Option Plan, and/or 1992 Employee Stock Purchase Plan.

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

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

                                      II-3.
<PAGE>   6
                                   SIGNATURES

                      Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, State of California, on this 5th day of August, 1996.

                                        CISCO SYSTEMS, INC.

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

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

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

<TABLE>
<CAPTION>

<S>                                       <C>                                         <C>
Signatures                                Title                                                  Date

/s/ John T. Chambers                      President, Chief Executive                  August 5, 1996
- ----------------------------------        Officer and Director (Principal
John T. Chambers                          Executive Officer)

/s/ Larry R. Carter                       Vice President, Finance and                 August 5, 1996
- ----------------------------------        Administration, Chief Financial             
Larry R. Carter                           Officer and Secretary                       
                                          (Principal Financial and Accounting Officer)
                                                                                      
                                          
/s/ John P. Morgridge                     Chairman of the Board                       August 5, 1996
- ----------------------------------        and Director
John P. Morgridge                        
</TABLE>



                                      II-4.
<PAGE>   7
<TABLE>
<CAPTION>

<S>                                       <C>                                        <C>
Signatures                                Title                                                  Date

/s/ Donald T. Valentine                   Director                                    August 5, 1996
- ----------------------------------
Donald T. Valentine

/s/ Michael S. Frankel                    Director                                    August 5, 1996
- ----------------------------------
Michael S. Frankel

/s/ James F. Gibbons                      Director                                    August 5, 1996
- ----------------------------------
James F. Gibbons

/s/ Robert L. Puette                      Director                                    August 5, 1996
- ----------------------------------
Robert L. Puette

                                          Director                                    
- ----------------------------------
Masayoshi Son

/s/ Steven M. West                        Director                                    August 5, 1996
- ----------------------------------
Steven M. West
</TABLE>

                                      II-5.
<PAGE>   8
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.

                                      II-6.

<PAGE>   9
                                  EXHIBIT INDEX

    Exhibit Number    Exhibit

          5.0     Opinion of Brobeck, Phleger & Harrison LLP.
         23.1     Consent of Independent Accountants - Coopers & Lybrand L.L.P.
         23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
         24.0     Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
         99.1     Stratacom, Inc. 1994 Stock Option Plan, incorporated by
                  reference to Exhibit 99.1 of Registrant's Registration
                  Statement, File Number 333-05447.
         99.2     Form of Stock Option Agreement used in connection with the
                  1994 Stock Option Plan, incorporated by reference to Exhibit
                  99.2 of Registrant's Registration Statement, File Number
                  333-05447.
         99.3     Stratacom, Inc. 1986 Incentive Stock Option Plan, incorporated
                  by reference to Exhibit 99.3 of Registrant's Registration
                  Statement, File Number 333-05447.
         99.4     Form of Incentive Stock Option Agreement used in connection
                  with the 1986 Incentive Stock Option Plan, incorporated by
                  reference to Exhibit 99.4 of Registrant's Registration
                  Statement, File Number 333-05447.
         99.5     Form of Stock Option Assumption Agreement used in connection
                  with the 1994 Stock Option Plan and the 1986 Incentive Stock
                  Option Plan, incorporated by reference to Exhibit 99.5 to
                  Registrant's Registration Statement, File Number 333-05447.
         99.6     Stratacom, Inc. 1992 Directors' Stock Option Plan.
         99.7     Form of Nonstatutory Stock Option Agreement used in connection
                  with the 1992 Directors' Stock Option Plan.
         99.8     Form of Stock Option Assumption Agreement used in connection
                  with the 1992 Directors' Stock Option Plan.
         99.9     Stratacom, Inc. 1992 Employee Stock Purchase Plan.
         99.10    Memorandum re Assumption of 1992 Employee Stock Purchase
                  Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21438}]
{"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": "333-09903", "film-number": "96607461"}, "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 August 9, 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)

                                 STRATACOM, INC.
                             1994 STOCK OPTION PLAN
                        1986 INCENTIVE STOCK OPTION PLAN
                        1992 DIRECTORS' STOCK OPTION PLAN
                        1992 EMPLOYEE STOCK PURCHASE 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
1994 Stock Option Plan

Options to Purchase Common Stock           4,636,356            N/A                   N/A                N/A

Common Stock                               4,636,356         $24.6166           $114,131,321.10      $39,355.63

1986 Incentive Stock Option Plan

Options to Purchase Common Stock           4,306,981            N/A                   N/A                N/A

Common Stock                               4,306,981          $6.9986           $30,142,837.22       $10,394.08

1992 Directors' Stock Option Plan

Options to Purchase Common Stock            110,000             N/A                   N/A                N/A

Common Stock                                110,000           $7.5747              $833,217            $287.32

1992 Employee Stock Purchase Plan

Common Stock                                140,000           $30.60              $4,284,000          $1,477.24

                                                                            Aggregate Filing Fee     $51,514.27
2

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Stratacom, Inc. 1994 Stock
         Option Plan, 1986 Incentive Stock Option Plan, 1992 Directors' Stock
         Option Plan and 1992 Employee Stock Purchase Plan by reason of any
         stock dividend, stock split, recapitalization or other similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's outstanding shares of
         Common Stock.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the weighted
         average exercise price of the outstanding options. The fee for the 1992
         Employee Stock Purchase Plan is calculated on the basis of the maximum
         purchase price for shares purchased under the plan during the current
         offering period, which is equal to 85 per cent of the closing price per
         share of Stratacom, Inc. on April 1, 1996.

                                       2
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended July 31, 1995 filed with the Commission on October
                  26, 1995 pursuant to Section 13 of the Securities Exchange Act
                  of 1934 (the "1934 Act").

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

                  (2) The Registrant's reports on Form 8-K filed with the
                  Commission on December 6, 1995, April 2, 1996, April 26, 1996
                  and July 23, 1996.

                  (3) The Registrant's reports on Form 10-C filed with the
                  Commission on February 26, 1996 and July 11, 1996.

         (c)      The Registrant's Registration Statement No. 0-18225 on Form
                  8-A filed with the Commission on January 11, 1990, together
                  with Amendment No. 1 on Form 8 filed with the Commission on
                  February 15, 1990, in which there is described the terms,
                  rights and provisions applicable to the Registrant's
                  outstanding Common Stock.

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

Item 4.  Description of Securities

                  Not Applicable.

Item 5.  Interests of Named Experts and Counsel

                  Not Applicable.
4
Item 6.  Indemnification of Directors and Officers

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

Item 7.  Exemption from Registration Claimed

                  Not Applicable.

Item 8.  Exhibits

 Exhibit Number       Exhibit
 --------------       -------

     5.0              Opinion of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Independent Accountants - Coopers & Lybrand
                      L.L.P.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.
    24.0              Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.
    99.1              Stratacom, Inc. 1994 Stock Option Plan, incorporated by
                      reference to Exhibit 99.1 of Registrant's Registration
                      Statement, File Number 333-05447.
    99.2              Form of Stock Option Agreement used in connection with the
                      1994 Stock Option Plan, incorporated by reference to
                      Exhibit 99.2 of Registrant's Registration Statement, File
                      Number 333-05447.
    99.3              Stratacom, Inc. 1986 Incentive Stock Option Plan,
                      incorporated by reference to Exhibit 99.3 of Registrant's
                      Registration Statement, File Number 333-05447.
    99.4              Form of Incentive Stock Option Agreement used in
                      connection with the 1986 Incentive Stock Option Plan,
                      incorporated by reference to Exhibit 99.4 of Registrant's
                      Registration Statement, File Number 333-05447.
    99.5              Form of Stock Option Assumption Agreement used in
                      connection with the 1994 Stock Option Plan and the 1986
                      Incentive Stock Option Plan, incorporated by reference to
                      Exhibit 99.5 to Registrant's Registration Statement, File
                      Number 333-05447.
    99.6              Stratacom, Inc. 1992 Directors' Stock Option Plan.
    99.7              Form of Nonstatutory Stock Option Agreement used in
                      connection with the 1992 Directors' Stock Option Plan.
    99.8              Form of Stock Option Assumption Agreement used in
                      connection with the 1992 Directors' Stock Option Plan.
    99.9              Stratacom, Inc. 1992 Employee Stock Purchase Plan.
    99.10             Memorandum re Assumption of 1992 Employee Stock Purchase
                      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

                                      II-2.
5
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into the Registration Statement; (2) that for
the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Stratacom, Inc. 1994 Stock Option Plan, 1986 Incentive Stock Option Plan, 1992
Directors' Stock Option Plan, and/or 1992 Employee Stock Purchase Plan.

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

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

                                      II-3.
6
                                   SIGNATURES

                      Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, State of California, on this 5th day of August, 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                  August 5, 1996
- ----------------------------------        Officer and Director (Principal
John T. Chambers                          Executive Officer)

/s/ Larry R. Carter                       Vice President, Finance and                 August 5, 1996
- ----------------------------------        Administration, Chief Financial             
Larry R. Carter                           Officer and Secretary                       
                                          (Principal Financial and Accounting Officer)
                                                                                      
                                          
/s/ John P. Morgridge                     Chairman of the Board                       August 5, 1996
- ----------------------------------        and Director
John P. Morgridge
II-4.
7
Signatures                                Title                                                  Date

/s/ Donald T. Valentine                   Director                                    August 5, 1996
- ----------------------------------
Donald T. Valentine

/s/ Michael S. Frankel                    Director                                    August 5, 1996
- ----------------------------------
Michael S. Frankel

/s/ James F. Gibbons                      Director                                    August 5, 1996
- ----------------------------------
James F. Gibbons

/s/ Robert L. Puette                      Director                                    August 5, 1996
- ----------------------------------
Robert L. Puette

                                          Director                                    
- ----------------------------------
Masayoshi Son

/s/ Steven M. West                        Director                                    August 5, 1996
- ----------------------------------
Steven M. West
II-5.
8
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CISCO SYSTEMS, INC.

                                      II-6.
9
                                  EXHIBIT INDEX

    Exhibit Number    Exhibit

          5.0     Opinion of Brobeck, Phleger & Harrison LLP.
         23.1     Consent of Independent Accountants - Coopers & Lybrand L.L.P.
         23.2     Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
         24.0     Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
         99.1     Stratacom, Inc. 1994 Stock Option Plan, incorporated by
                  reference to Exhibit 99.1 of Registrant's Registration
                  Statement, File Number 333-05447.
         99.2     Form of Stock Option Agreement used in connection with the
                  1994 Stock Option Plan, incorporated by reference to Exhibit
                  99.2 of Registrant's Registration Statement, File Number
                  333-05447.
         99.3     Stratacom, Inc. 1986 Incentive Stock Option Plan, incorporated
                  by reference to Exhibit 99.3 of Registrant's Registration
                  Statement, File Number 333-05447.
         99.4     Form of Incentive Stock Option Agreement used in connection
                  with the 1986 Incentive Stock Option Plan, incorporated by
                  reference to Exhibit 99.4 of Registrant's Registration
                  Statement, File Number 333-05447.
         99.5     Form of Stock Option Assumption Agreement used in connection
                  with the 1994 Stock Option Plan and the 1986 Incentive Stock
                  Option Plan, incorporated by reference to Exhibit 99.5 to
                  Registrant's Registration Statement, File Number 333-05447.
         99.6     Stratacom, Inc. 1992 Directors' Stock Option Plan.
         99.7     Form of Nonstatutory Stock Option Agreement used in connection
                  with the 1992 Directors' Stock Option Plan.
         99.8     Form of Stock Option Assumption Agreement used in connection
                  with the 1992 Directors' Stock Option Plan.
         99.9     Stratacom, Inc. 1992 Employee Stock Purchase Plan.
         99.10    Memorandum re Assumption of 1992 Employee Stock Purchase
                  Plan.