SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                             February 23, 1997        
                     (Date of earliest event reported)

                          SCIENTIFIC-ATLANTA, INC.           
           (Exact name of Registrant as specified in its charter)

        Georgia                 1-5517                 58-0612397    
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

                       One Technology Parkway, South
                       Norcross, Georgia  30092-2967                 
        (Address of principal executive offices, including zip code)

                               (770) 903-5000                 
            (Registrant's telephone number, including area code)


          ITEM 5.   OTHER EVENTS.

          Rights Agreement

                    On February 23, 1997, the Board of Directors of
          Scientific-Atlanta, Inc. (the "Company") approved the
          extension of the benefits afforded by the Company's
          existing rights plan by adopting a new shareholder rights
          plan. The new plan, like the existing plan, is intended
          to promote continuity and stability, deter coercive or
          partial offers which will not provide fair value to all
          shareholders and enhance the Board's ability to represent
          all shareholders and thereby maximize shareholder values.

                    Pursuant to the new Rights Agreement between
          the Company and The Bank of New York, as Rights Agent
          (the "1997 Rights Agreement"), one Right will be issued
          for each outstanding share of common stock, par value
          $.50 per share, of the Company on the expiration of the
          existing rights (April 13, 1997). Each of the new Rights
          will entitle the registered holder to purchase from the
          Company one one-thousandth of a share of Series A Junior
          Participating Preferred Stock, par value $.50 per share,
          at a price of $118 per one one-thousandth of a share. 
          The Rights, however, will not become exercisable unless
          and until, among other things, any person acquires 15% or
          more of the outstanding common stock or a person or group
          is deemed an Adverse Person by the Board of Directors.  A
          person who beneficially owns 10% or more of the
          outstanding common stock of the Company will be declared
          an Adverse Person if the Board of Directors determines
          (a) that such beneficial ownership is intended to cause
          the Company to repurchase the common stock beneficially
          owned by such person or to pressure the Company to take
          action or enter into transactions intended to provide
          such person with short-term financial gain, that are not
          in the best long-term interests of the Company and its
          shareholders, or (b) such beneficial ownership is causing
          or reasonably likely to cause a material adverse impact
          on the Company to the detriment of the Company's
          shareholders, employees, suppliers, customers or
          community; provided, however, that the Board of Directors
          shall not declare  any Person (an "Existing 10% Holder")
          who, on February 23, 1997 together with all affiliates
          and associates of such Existing 10% Holder, is the
          beneficial owner of 10% or more of the shares of common
          stock then outstanding to be an Adverse Person as long as
          (1) such Existing 10% Holder, together with its
          affiliates and associates, continues to be (i) the
          beneficial owner of 10% or more of the shares of common
          stock then outstanding and (ii) entitled, pursuant to
          Section 13(d) of the Securities Exchange Act of 1934, as
          amended, and the rules thereunder, to report its
          ownership of common stock on Schedule 13G and (2) neither
          such Existing 10% Holder nor any of its affiliates or
          associates becomes the beneficial owner of any additional
          shares of common stock or any other person who is the
          beneficial owner of any shares of common stock does not
          become an affiliate or associate of such Existing 10%
          Holder, such that, after giving effect to such additional
          shares or the shares beneficially owned by such other
          person, such Existing 10% Holder, together with all
          affiliates and associates of such Existing 10% Holder, is
          the beneficial owner of 20% or more of the shares of
          common stock then outstanding.  The new Rights are
          redeemable under certain circumstances at $.01 per Right
          and will expire, unless earlier redeemed, on April 13,
          2007.  

                    The description and terms of the new Rights are
          set forth in the 1997 Rights Agreement, a copy of which
          is filed herewith and is incorporated herein by
          reference.



          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               Exhibits:

               4.1  Form of Rights Agreement, dated as of February
                    23, 1997, between Scientific-Atlanta, Inc. and
                    The Bank of New York, as Rights Agent, which
                    includes as Exhibit A the Preferences and
                    Rights of the Series A Junior Participating
                    Preferred Stock and as Exhibit B the form of
                    Rights Certificate.

               99.1 Press Release, dated February 25, 1997.


                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                   By: /s/ William E. Eason, Jr.   
                                      Name:  William E. Eason, Jr.
                                      Title: Senior Vice President,
                                             General Counsel and
                                             Corporate Secretary

          Date:  April 2, 1997


                                EXHIBIT INDEX

          Exhibit             Description                       Page

          4.1        Form of Rights Agreement, dated as of
                     February 23, 1997, between Scientific-
                     Atlanta, Inc. and The Bank of New York,
                     as Rights Agent, which includes as
                     Exhibit A the Preferences and Rights of
                     Series A Junior Participating Preferred
                     Stock and as Exhibit B the Form of
                     Rights Certificate. 

          99.1       Press Release, dated February 25, 1997.
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                             February 23, 1997        
                     (Date of earliest event reported)

                          SCIENTIFIC-ATLANTA, INC.           
           (Exact name of Registrant as specified in its charter)

        Georgia                 1-5517                 58-0612397    
     (State of          (Commission File No.)      (IRS Employer
     Incorporation)                                Identification No.)

                       One Technology Parkway, South
                       Norcross, Georgia  30092-2967                 
        (Address of principal executive offices, including zip code)

                               (770) 903-5000                 
            (Registrant's telephone number, including area code)

          ITEM 5.   OTHER EVENTS.

          Rights Agreement

                    On February 23, 1997, the Board of Directors of
          Scientific-Atlanta, Inc. (the "Company") approved the
          extension of the benefits afforded by the Company's
          existing rights plan by adopting a new shareholder rights
          plan. The new plan, like the existing plan, is intended
          to promote continuity and stability, deter coercive or
          partial offers which will not provide fair value to all
          shareholders and enhance the Board's ability to represent
          all shareholders and thereby maximize shareholder values.

                    Pursuant to the new Rights Agreement between
          the Company and The Bank of New York, as Rights Agent
          (the "1997 Rights Agreement"), one Right will be issued
          for each outstanding share of common stock, par value
          $.50 per share, of the Company on the expiration of the
          existing rights (April 13, 1997). Each of the new Rights
          will entitle the registered holder to purchase from the
          Company one one-thousandth of a share of Series A Junior
          Participating Preferred Stock, par value $.50 per share,
          at a price of $118 per one one-thousandth of a share. 
          The Rights, however, will not become exercisable unless
          and until, among other things, any person acquires 15% or
          more of the outstanding common stock or a person or group
          is deemed an Adverse Person by the Board of Directors.  A
          person who beneficially owns 10% or more of the
          outstanding common stock of the Company will be declared
          an Adverse Person if the Board of Directors determines
          (a) that such beneficial ownership is intended to cause
          the Company to repurchase the common stock beneficially
          owned by such person or to pressure the Company to take
          action or enter into transactions intended to provide
          such person with short-term financial gain, that are not
          in the best long-term interests of the Company and its
          shareholders, or (b) such beneficial ownership is causing
          or reasonably likely to cause a material adverse impact
          on the Company to the detriment of the Company's
          shareholders, employees, suppliers, customers or
          community; provided, however, that the Board of Directors
          shall not declare  any Person (an "Existing 10% Holder")
          who, on February 23, 1997 together with all affiliates
          and associates of such Existing 10% Holder, is the
          beneficial owner of 10% or more of the shares of common
          stock then outstanding to be an Adverse Person as long as
          (1) such Existing 10% Holder, together with its
          affiliates and associates, continues to be (i) the
          beneficial owner of 10% or more of the shares of common
          stock then outstanding and (ii) entitled, pursuant to
          Section 13(d) of the Securities Exchange Act of 1934, as
          amended, and the rules thereunder, to report its
          ownership of common stock on Schedule 13G and (2) neither
          such Existing 10% Holder nor any of its affiliates or
          associates becomes the beneficial owner of any additional
          shares of common stock or any other person who is the
          beneficial owner of any shares of common stock does not
          become an affiliate or associate of such Existing 10%
          Holder, such that, after giving effect to such additional
          shares or the shares beneficially owned by such other
          person, such Existing 10% Holder, together with all
          affiliates and associates of such Existing 10% Holder, is
          the beneficial owner of 20% or more of the shares of
          common stock then outstanding.  The new Rights are
          redeemable under certain circumstances at $.01 per Right
          and will expire, unless earlier redeemed, on April 13,
          2007.  

                    The description and terms of the new Rights are
          set forth in the 1997 Rights Agreement, a copy of which
          is filed herewith and is incorporated herein by
          reference.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               Exhibits:

               4.1  Form of Rights Agreement, dated as of February
                    23, 1997, between Scientific-Atlanta, Inc. and
                    The Bank of New York, as Rights Agent, which
                    includes as Exhibit A the Preferences and
                    Rights of the Series A Junior Participating
                    Preferred Stock and as Exhibit B the form of
                    Rights Certificate.

               99.1 Press Release, dated February 25, 1997.

                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                   By: /s/ William E. Eason, Jr.   
                                      Name:  William E. Eason, Jr.
                                      Title: Senior Vice President,
                                             General Counsel and
                                             Corporate Secretary

          Date:  April 2, 1997

                                EXHIBIT INDEX

          Exhibit             Description                       Page

          4.1        Form of Rights Agreement, dated as of
                     February 23, 1997, between Scientific-
                     Atlanta, Inc. and The Bank of New York,
                     as Rights Agent, which includes as
                     Exhibit A the Preferences and Rights of
                     Series A Junior Participating Preferred
                     Stock and as Exhibit B the Form of
                     Rights Certificate. 

          99.1       Press Release, dated February 25, 1997.