<PAGE>   1
     As filed with the Securities and Exchange Commission on March 2, 1998
                                           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)
                                   ----------
                         LIGHTSPEED INTERNATIONAL, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------
                                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> 
Common Stock to be issued           486,504       $3.83           $1,863,310          $550
pursuant to options to 
purchase common stock 
originally issued under the 
LightSpeed International,
Inc. 1996 Stock Option Plan
</TABLE>

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

(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the LightSpeed International,
       Inc. 1996 Stock Option Plan by reason of any stock dividend, stock split,


<PAGE>   2



       recapitalization or other similar transaction effected without the
       receipt of consideration which results in an increase in the number of
       the Registrant's outstanding shares of Common Stock.

(2)    Calculated solely for purposes of this offering under Rule 457(h) of the
       Securities Act of 1933, as amended, on the basis of the weighted average
       exercise price of the outstanding options.
<PAGE>   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 26, 1997 filed with the Commission on October
                  22, 1997, pursuant to Section 13 of the Securities Exchange
                  Act of 1934 (the "1934 Act").

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended October 25, 1997, filed with the Commission on
                  December 9, 1997.

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

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

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

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.



                                      II-1.

<PAGE>   4

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits

<TABLE>
<CAPTION>

Exhibit Number    Exhibit
--------------    -------
<S>             <C>               
         4.0    Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 0-18225 on Form 8-A
                and the exhibits thereto, which are incorporated herein by 
                reference pursuant to Item 3(c).

         5.0    Opinion of Brobeck, Phleger & Harrison LLP. 

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

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

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

        99.1    LightSpeed International, Inc. 1996 Stock Option Plan.

        99.2    Form of Individual Stock Option Agreement, Version 1.1, 
                including First Amendment to Individual Stock Option Agreement.

        99.3    Form of Individual Stock Option Agreement, Version 2.1., 
                including First Amendment to Invidivual Stock Option Agreement.

        99.4    Form of Individual Stock Option Agreement, Version 2.1a, 
                including First Amendment to Invidual Stock Option Agreement.

        99.5    Form of Individual Stock Option Agreement, Version 3.1.

        99.6    Form of Individual Stock Option Agreement, Version 4.1.

        99.7    Form of Stock Option Assumption Agreement for Individual Stock
                Option Agreement, Versions 1.1, 2.1, and 2.1a.

        99.8    Form of Stock Option Assumption Agreement for Individual Stock
                Option Agreement, Versions 3.1 and 4.1.

        99.9    Form of Memorandum from Registrant to holders of options granted
                under Individual Stock Option Agreement, Versions 1.1, 2.1, 
                2.1a, 3.1 and 4.1.

        99.10   Form of optionee waiver letter.
</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 the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering 


                                      II-2.

<PAGE>   5


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 Registrant's 1996 Stock Option 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 27th day of February, 1998.

                               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>

Signatures                  Title                              Date
----------                  -----                              ----
<S>                        <C>                                <C>   
/s/ John T. Chambers
------------------------    President, Chief Executive         February 27, 1998
John T. Chambers            Officer and Director 
                            (Principal Executive Officer)


/s/ Larry R. Carter
------------------------    Vice President, Finance and        February 27, 1998
Larry R. Carter             Administration, Chief Financial
                            Officer and Secretary
                            (Principal Financial and 
                            Accounting Officer)

/s/ John P. Morgridge
------------------------    Chairman of the Board              February 27, 1998
John P. Morgridge           and Director
</TABLE>



                                      II-4.

<PAGE>   7




<TABLE>
<CAPTION>

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

/s/ Donald T. Valentine
--------------------------        Director                     February 27, 1998
Donald T. Valentine


/s/ James F. Gibbons
--------------------------        Director                     February 27, 1998
James F. Gibbons


/s/ Robert L. Puette
--------------------------        Director                     February 27, 1998
Robert L. Puette


/s/ Masayoshi Son
--------------------------        Director                     February 27, 1998
Masayoshi Son


/s/ Steven M. West
--------------------------        Director                     February 27, 1998
Steven M. West


--------------------------        Director                     February 27, 1998
Edward Kozel

/s/ Carol Bartz
--------------------------        Director                     February 27, 1998
Carol Bartz
</TABLE>


                                      II-5.

<PAGE>   8



                                  EXHIBIT INDEX



Exhibit Number       Exhibit

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

     5.0     Opinion of Brobeck, Phleger & Harrison LLP.

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

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

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

     99.1    LightSpeed International, Inc. 1996 Stock Option Plan.

     99.2    Form of Individual Stock Option Agreement, Version 1.1, including 
             First Amendment to Individual Stock Option Agreement.

     99.3    Form of Individual Stock Option Agreement, Version 2.1., including 
             First Amendment to Invidivual Stock Option Agreement.

     99.4    Form of Individual Stock Option Agreement, version 2.1a, including 
             First Amendment to Invidual Stock Option Agreement.

     99.5    Form of Individual Stock Option Agreement, version 3.1.

     99.6    Form of Individual Stock Option Agreement, version 4.1.

     99.7    Form of Stock Option Assumption Agreement for Individual Stock
             Option Agreement, Versions 1.1, 2.1, and 2.1a.

     99.8    Form of Stock Option Assumption Agreement for Individual Stock
             Option Agreement, Versions 3.1 and 4.1.

     99.9    Form of Memorandum from Registrant to holders of options granted
             under Individual Stock Option Agreement, Versions 1.1, 2.1, 2.1a,
             3.1 and 4.1.

     99.10   Form of optionee waiver letter.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18173}]
{"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": "333-47159", "film-number": "98554677"}, "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 March 2, 1998
                                           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)
                                   ----------
                         LIGHTSPEED INTERNATIONAL, INC.
                             1996 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------
                                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
 ----------                     -------------  ------------        --------      ------------
Common Stock to be issued           486,504       $3.83           $1,863,310          $550
pursuant to options to 
purchase common stock 
originally issued under the 
LightSpeed International,
Inc. 1996 Stock Option Plan
================================================================================

(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the LightSpeed International,
       Inc. 1996 Stock Option Plan by reason of any stock dividend, stock split,
2

       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.
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 26, 1997 filed with the Commission on October
                  22, 1997, pursuant to Section 13 of the Securities Exchange
                  Act of 1934 (the "1934 Act").

         (b)      The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended October 25, 1997, filed with the Commission on
                  December 9, 1997.

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

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

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

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.

                                      II-1.
4

Item 7. Exemption from Registration Claimed

        Not Applicable.

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

         5.0    Opinion of Brobeck, Phleger & Harrison LLP. 

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

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

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

        99.1    LightSpeed International, Inc. 1996 Stock Option Plan.

        99.2    Form of Individual Stock Option Agreement, Version 1.1, 
                including First Amendment to Individual Stock Option Agreement.

        99.3    Form of Individual Stock Option Agreement, Version 2.1., 
                including First Amendment to Invidivual Stock Option Agreement.

        99.4    Form of Individual Stock Option Agreement, Version 2.1a, 
                including First Amendment to Invidual Stock Option Agreement.

        99.5    Form of Individual Stock Option Agreement, Version 3.1.

        99.6    Form of Individual Stock Option Agreement, Version 4.1.

        99.7    Form of Stock Option Assumption Agreement for Individual Stock
                Option Agreement, Versions 1.1, 2.1, and 2.1a.

        99.8    Form of Stock Option Assumption Agreement for Individual Stock
                Option Agreement, Versions 3.1 and 4.1.

        99.9    Form of Memorandum from Registrant to holders of options granted
                under Individual Stock Option Agreement, Versions 1.1, 2.1, 
                2.1a, 3.1 and 4.1.

        99.10   Form of optionee waiver letter.
Item 9. Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
into the Registration Statement; (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering 

                                      II-2.
5

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 Registrant's 1996 Stock Option 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 27th day of February, 1998.

                               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         February 27, 1998
John T. Chambers            Officer and Director 
                            (Principal Executive Officer)

/s/ Larry R. Carter
------------------------    Vice President, Finance and        February 27, 1998
Larry R. Carter             Administration, Chief Financial
                            Officer and Secretary
                            (Principal Financial and 
                            Accounting Officer)

/s/ John P. Morgridge
------------------------    Chairman of the Board              February 27, 1998
John P. Morgridge           and Director
II-4.
7
Signatures                       Title                         Date
----------                       -----                         ----
/s/ Donald T. Valentine
--------------------------        Director                     February 27, 1998
Donald T. Valentine

/s/ James F. Gibbons
--------------------------        Director                     February 27, 1998
James F. Gibbons

/s/ Robert L. Puette
--------------------------        Director                     February 27, 1998
Robert L. Puette

/s/ Masayoshi Son
--------------------------        Director                     February 27, 1998
Masayoshi Son

/s/ Steven M. West
--------------------------        Director                     February 27, 1998
Steven M. West

--------------------------        Director                     February 27, 1998
Edward Kozel

/s/ Carol Bartz
--------------------------        Director                     February 27, 1998
Carol Bartz
II-5.
8

                                  EXHIBIT INDEX

Exhibit Number       Exhibit

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

     5.0     Opinion of Brobeck, Phleger & Harrison LLP.

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

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

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

     99.1    LightSpeed International, Inc. 1996 Stock Option Plan.

     99.2    Form of Individual Stock Option Agreement, Version 1.1, including 
             First Amendment to Individual Stock Option Agreement.

     99.3    Form of Individual Stock Option Agreement, Version 2.1., including 
             First Amendment to Invidivual Stock Option Agreement.

     99.4    Form of Individual Stock Option Agreement, version 2.1a, including 
             First Amendment to Invidual Stock Option Agreement.

     99.5    Form of Individual Stock Option Agreement, version 3.1.

     99.6    Form of Individual Stock Option Agreement, version 4.1.

     99.7    Form of Stock Option Assumption Agreement for Individual Stock
             Option Agreement, Versions 1.1, 2.1, and 2.1a.

     99.8    Form of Stock Option Assumption Agreement for Individual Stock
             Option Agreement, Versions 3.1 and 4.1.

     99.9    Form of Memorandum from Registrant to holders of options granted
             under Individual Stock Option Agreement, Versions 1.1, 2.1, 2.1a,
             3.1 and 4.1.

     99.10   Form of optionee waiver letter.