<PAGE>   1


   As filed with the Securities and Exchange Commission on November 14, 1994
                                                      Registration No. 33-
                                                            
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________

                                    FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                            Scientific-Atlanta, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                         <C>                                 
                 GEORGIA                                 58-0612397             
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)                                             

     ONE TECHNOLOGY PARKWAY, SOUTH                         30092                
            NORCROSS, GEORGIA                            (Zip Code)             
(Address of Principal Executive Offices)   
</TABLE>                                     



                           LONG-TERM INCENTIVE PLAN
                                      of
                           SCIENTIFIC-ATLANTA, INC.
                           (Full Title of the Plan)


<TABLE>
<S>                                         <C>                                            
          James F. McDonald                 Please address a copy of all communications to:
       Chief Executive Officer                                                             
      Scientific-Atlanta, Inc.                       William E. Eason, Jr., Esq.           
    One Technology Parkway, South                      Scientific-Atlanta, Inc.            
       Norcross, Georgia 30092                      One Technology Parkway, South          
(Name and Address of Agent For Service)                Norcross, Georgia  30092            
                                                      Telephone:  (404) 903-5000           
            (404) 903-5000                         
(Telephone Number, Including Area Code, of Agent for Service)
</TABLE>

                        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           Per Share(1)            Price                  Fee
- ---------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                <C>                     <C>    
Common                                                                                                 
Stock, Par                                                                                             
Value $0.50                   2,500,000              $20.6875           $51,718,750             $17,835
Per Share                     shares                                                            
                                                                                                             
=========================================================================================================
</TABLE>

(1)       Calculated pursuant to Rules 457(c) and 457(h)(1), based on the
          average of the high and low sale prices ($20.6875 per share) of the
          Common Stock of the Registrant on the New York Stock Exchange on
          November 8, 1994.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.      PLAN INFORMATION*

ITEM 2.      REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

       *     Information required by Part I to be contained in the Section
             10(a) prospectus is omitted from the Registration Statement in
             accordance with Rule 428 under the Securities Act of 1933 and the
             Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

                     The following documents are incorporated herein by
reference:

                     (a)  The Registrant's annual report for the fiscal year
ended July 1, 1994 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act");

                     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above; and

                     (c)  The description of the Registrant's common stock, par
value $.50, which is contained in its registration statement on Form 10 filed
under Section 12 of the Exchange Act, and the description of the rights to
purchase Common Stock, which is contained in its registration statement on Form
8-A filed under Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such descriptions.

                     All documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered 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.

ITEM 4.      DESCRIPTION OF SECURITIES

                     Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

                     Mr. Eason, an executive officer of the Registrant, is
eligible to receive awards under the Registrant's Long-Term Incentive Plan.
Mr. Eason is also a partner at the law firm of Paul, Hastings, Janofsky &
Walker, which Firm performs legal services for the Registrant.  Mr. Eason


                                     -2-
<PAGE>   3
receives a fixed salary from the Firm for work which he performs for clients of
the Firm other than the Registrant, but has no interest in the Firm's earnings
and profits.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

                     Sections 14-2-850 through 14-2-859 of the Georgia Business
Corporation Code provide for the indemnification of officers and directors
under certain circumstances against reasonable expenses incurred in defending
against a claim and authorizes Georgia corporations to indemnify their officers
and directors under certain circumstances against reasonable expenses and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director.  The By-laws of the
Registrant provide for indemnification of its officers and directors to the
full extent authorized by such sections.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                     Not applicable.

ITEM 8.  EXHIBITS

                     The exhibits filed as part of this Registration Statement
are as follows:


<TABLE>
<CAPTION>
Exhibit Number             Description of Exhibit
- --------------             ----------------------
    <S>            <C>                           
     4             Long-Term Incentive Plan of Scientific-Atlanta, Inc.     
                   
     5             Opinion of Paul, Hastings, Janofsky & Walker as to the 
                   legality of the securities being registered              
                   
    23             Consent of Arthur Andersen LLP
                                                 
    24             Power of Attorney authorizing James F. McDonald and Harvey 
                   A. Wagner to sign amendments to this Registration Statement 
                   on behalf of officers and directors of the Registrant 
                   (contained on Signature Page of Registration Statement)
</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 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.

                     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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.





                                      -3-
<PAGE>   4
                     (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 offering.

                     (4)  That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in 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.

             (b)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.





                                      -4-
<PAGE>   5
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of
1933, 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 Gwinnett County, State of Georgia, on this 11th
day of November, 1994.


                                       SCIENTIFIC-ATLANTA, INC.

                                       By: /s/ James F. McDonald
                                           -------------------------------------
                                           JAMES F. MCDONALD, PRESIDENT AND
                                           CHIEF EXECUTIVE OFFICER


                               POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James F. McDonald and Harvey
A. Wagner, jointly and severally, his or her attorneys-in-fact, each with power
of substitution for him or her in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with the
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.



<TABLE>
<S>                                                    <C>
/s/ James F. McDonald                                  November 11, 1994       
- -----------------------------------------------        -------------------------
JAMES F. MCDONALD, PRESIDENT AND CHIEF                 Date
EXECUTIVE OFFICER AND DIRECTOR                  
(PRINCIPAL EXECUTIVE OFFICER)                   
                                                
                                                
                                                
/s/ Harvey A. Wagner                                   November 11, 1994       
- -----------------------------------------------        -------------------------
HARVEY A. WAGNER, SENIOR VICE PRESIDENT,               Date
CHIEF FINANCIAL OFFICER AND TREASURER           
(PRINCIPAL FINANCIAL OFFICER)                   
                                                
                                                
                                                
/s/ Julian W. Eidson                                   November 11, 1994        
- -----------------------------------------------        -------------------------
JULIAN W. EIDSON                                       Date
VICE PRESIDENT AND CONTROLLER                   
(PRINCIPAL ACCOUNTING OFFICER)                  
</TABLE>                                          
                                                  

                      [Signatures continued on next page]





                                      -5-
<PAGE>   6
                [Signatures continued from preceding next page]




<TABLE>
<S>                                                 <C>
/s/ Marion H. Antonini                              November 11, 1994                 
- --------------------------------------------        ------------------------
MARION H. ANTONINI                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ William E. Kassling                             November 11, 1994                 
- --------------------------------------------        ------------------------
WILLIAM E. KASSLING                                 Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Wilbur Branch King                              November 11, 1994                 
- --------------------------------------------        ------------------------
WILBUR BRANCH KING                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Mylle Belle Mangum                              November 11, 1994                 
- --------------------------------------------        ------------------------
MYLLE BELLE MANGUM                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Alonzo L. McDonald                              November 11, 1994                 
- --------------------------------------------        ------------------------
ALONZO L. MCDONALD                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ David J. McLaughlin                             November 11, 1994                 
- --------------------------------------------        ------------------------
DAVID J. MCLAUGHLIN                                 Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ James V. Napier                                 November 11, 1994                 
- --------------------------------------------        ------------------------
JAMES V. NAPIER                                     Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Sidney Topol                                    November 11, 1994                 
- --------------------------------------------        ------------------------
SIDNEY TOPOL                                        Date
DIRECTOR                                    
</TABLE>                                    
                                            




                                      -6-
<PAGE>   7
                                 EXHIBIT INDEX


Exhibits


<TABLE>
<S>          <C>
4.           Long-Term Incentive Plan of Scientific-Atlanta, Inc.

5.           Opinion of Paul, Hastings, Janofsky & Walker as to the
             legality of the securities being registered

23.          Consent of Arthur Andersen LLP

24.          Power of Attorney authorizing James F. McDonald and
             Harvey A. Wagner to sign amendments to this Registration
             Statement on behalf of officers and directors of the
             Registrant (contained on Signature Page of Registration Statement)
</TABLE>





                                      -7-
[{"type": "S-8", "sequence": "1", "description": "SCIENTIFIC-ATLANTA INC. -- FORM S-8", "secsgml_size_bytes": 18784}]
{"company-data": {"conformed-name": "SCIENTIFIC ATLANTA INC", "cik": "0000087777", "assigned-sic": "3663", "irs-number": "580612397", "state-of-incorporation": "GA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56449", "film-number": "94559869"}, "business-address": {"street1": "ONE TECHNOLOGY PKWY SOUTH", "street2": "BOX 105600", "city": "NORCROSS", "state": "GA", "zip": "30092", "phone": "4049035000"}, "former-company": {"former-conformed-name": "SCIENTIFIC ASSOCIATES INC", "date-changed": "19671024"}}
1

   As filed with the Securities and Exchange Commission on November 14, 1994
                                                      Registration No. 33-
                                                            
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                _______________

                                    FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                            Scientific-Atlanta, Inc.
             (Exact Name of Registrant as Specified in Its Charter)
GEORGIA                                 58-0612397             
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)                                             

     ONE TECHNOLOGY PARKWAY, SOUTH                         30092                
            NORCROSS, GEORGIA                            (Zip Code)             
(Address of Principal Executive Offices)
LONG-TERM INCENTIVE PLAN
                                      of
                           SCIENTIFIC-ATLANTA, INC.
                           (Full Title of the Plan)
James F. McDonald                 Please address a copy of all communications to:
       Chief Executive Officer                                                             
      Scientific-Atlanta, Inc.                       William E. Eason, Jr., Esq.           
    One Technology Parkway, South                      Scientific-Atlanta, Inc.            
       Norcross, Georgia 30092                      One Technology Parkway, South          
(Name and Address of Agent For Service)                Norcross, Georgia  30092            
                                                      Telephone:  (404) 903-5000           
            (404) 903-5000                         
(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           Per Share(1)            Price                  Fee
- ---------------------------------------------------------------------------------------------------------
Common                                                                                                 
Stock, Par                                                                                             
Value $0.50                   2,500,000              $20.6875           $51,718,750             $17,835
Per Share                     shares                                                            
                                                                                                             
=========================================================================================================
(1)       Calculated pursuant to Rules 457(c) and 457(h)(1), based on the
          average of the high and low sale prices ($20.6875 per share) of the
          Common Stock of the Registrant on the New York Stock Exchange on
          November 8, 1994.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.      PLAN INFORMATION*

ITEM 2.      REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

       *     Information required by Part I to be contained in the Section
             10(a) prospectus is omitted from the Registration Statement in
             accordance with Rule 428 under the Securities Act of 1933 and the
             Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

                     The following documents are incorporated herein by
reference:

                     (a)  The Registrant's annual report for the fiscal year
ended July 1, 1994 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act");

                     (b)  All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above; and

                     (c)  The description of the Registrant's common stock, par
value $.50, which is contained in its registration statement on Form 10 filed
under Section 12 of the Exchange Act, and the description of the rights to
purchase Common Stock, which is contained in its registration statement on Form
8-A filed under Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such descriptions.

                     All documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered 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.

ITEM 4.      DESCRIPTION OF SECURITIES

                     Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

                     Mr. Eason, an executive officer of the Registrant, is
eligible to receive awards under the Registrant's Long-Term Incentive Plan.
Mr. Eason is also a partner at the law firm of Paul, Hastings, Janofsky &
Walker, which Firm performs legal services for the Registrant.  Mr. Eason

                                     -2-
3
receives a fixed salary from the Firm for work which he performs for clients of
the Firm other than the Registrant, but has no interest in the Firm's earnings
and profits.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

                     Sections 14-2-850 through 14-2-859 of the Georgia Business
Corporation Code provide for the indemnification of officers and directors
under certain circumstances against reasonable expenses incurred in defending
against a claim and authorizes Georgia corporations to indemnify their officers
and directors under certain circumstances against reasonable expenses and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director.  The By-laws of the
Registrant provide for indemnification of its officers and directors to the
full extent authorized by such sections.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

                     Not applicable.

ITEM 8.  EXHIBITS

                     The exhibits filed as part of this Registration Statement
are as follows:
Exhibit Number             Description of Exhibit
- --------------             ----------------------
4             Long-Term Incentive Plan of Scientific-Atlanta, Inc.     
                   
     5             Opinion of Paul, Hastings, Janofsky & Walker as to the 
                   legality of the securities being registered              
                   
    23             Consent of Arthur Andersen LLP
                                                 
    24             Power of Attorney authorizing James F. McDonald and Harvey 
                   A. Wagner to sign amendments to this Registration Statement 
                   on behalf of officers and directors of the Registrant 
                   (contained on Signature Page of Registration Statement)
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 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.

                     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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.

                                      -3-
4
                     (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 offering.

                     (4)  That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in 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.

             (b)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.

                                      -4-
5
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of
1933, 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 Gwinnett County, State of Georgia, on this 11th
day of November, 1994.

                                       SCIENTIFIC-ATLANTA, INC.

                                       By: /s/ James F. McDonald
                                           -------------------------------------
                                           JAMES F. MCDONALD, PRESIDENT AND
                                           CHIEF EXECUTIVE OFFICER

                               POWER OF ATTORNEY

                     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James F. McDonald and Harvey
A. Wagner, jointly and severally, his or her attorneys-in-fact, each with power
of substitution for him or her in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with the
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
/s/ James F. McDonald                                  November 11, 1994       
- -----------------------------------------------        -------------------------
JAMES F. MCDONALD, PRESIDENT AND CHIEF                 Date
EXECUTIVE OFFICER AND DIRECTOR                  
(PRINCIPAL EXECUTIVE OFFICER)                   
                                                
                                                
                                                
/s/ Harvey A. Wagner                                   November 11, 1994       
- -----------------------------------------------        -------------------------
HARVEY A. WAGNER, SENIOR VICE PRESIDENT,               Date
CHIEF FINANCIAL OFFICER AND TREASURER           
(PRINCIPAL FINANCIAL OFFICER)                   
                                                
                                                
                                                
/s/ Julian W. Eidson                                   November 11, 1994        
- -----------------------------------------------        -------------------------
JULIAN W. EIDSON                                       Date
VICE PRESIDENT AND CONTROLLER                   
(PRINCIPAL ACCOUNTING OFFICER)
[Signatures continued on next page]

                                      -5-
6
                [Signatures continued from preceding next page]
/s/ Marion H. Antonini                              November 11, 1994                 
- --------------------------------------------        ------------------------
MARION H. ANTONINI                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ William E. Kassling                             November 11, 1994                 
- --------------------------------------------        ------------------------
WILLIAM E. KASSLING                                 Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Wilbur Branch King                              November 11, 1994                 
- --------------------------------------------        ------------------------
WILBUR BRANCH KING                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Mylle Belle Mangum                              November 11, 1994                 
- --------------------------------------------        ------------------------
MYLLE BELLE MANGUM                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Alonzo L. McDonald                              November 11, 1994                 
- --------------------------------------------        ------------------------
ALONZO L. MCDONALD                                  Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ David J. McLaughlin                             November 11, 1994                 
- --------------------------------------------        ------------------------
DAVID J. MCLAUGHLIN                                 Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ James V. Napier                                 November 11, 1994                 
- --------------------------------------------        ------------------------
JAMES V. NAPIER                                     Date
DIRECTOR                                    
                                            
                                            
                                            
/s/ Sidney Topol                                    November 11, 1994                 
- --------------------------------------------        ------------------------
SIDNEY TOPOL                                        Date
DIRECTOR
-6-
7
                                 EXHIBIT INDEX

Exhibits
4.           Long-Term Incentive Plan of Scientific-Atlanta, Inc.

5.           Opinion of Paul, Hastings, Janofsky & Walker as to the
             legality of the securities being registered

23.          Consent of Arthur Andersen LLP

24.          Power of Attorney authorizing James F. McDonald and
             Harvey A. Wagner to sign amendments to this Registration
             Statement on behalf of officers and directors of the
             Registrant (contained on Signature Page of Registration Statement)
-7-