<PAGE>
 
     As filed with the Securities and Exchange Commission on April 1, 1996
                                            Registration No. 33-________________
                                                                                
================================================================================

                       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)

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

                               TGV SOFTWARE, INC.
                             1995 STOCK OPTION PLAN
                                1990 STOCK PLAN
                           (Full title of the plans)

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

                                JOHN T. CHAMBERS
                PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                              CISCO SYSTEMS, INC.
             170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
                    (Name and address of agent for service)
                                 (408) 526-4000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                                               Proposed         Proposed
        Title of                                               Maximum          Maximum
       Securities              Amount         Offering        Aggregate        Amount of
          to be                 to be          Price           Offering       Registration
       Registered           Registered(1)   per Share(2)       Price(2)           Fee
- -------------------------   -------------   ------------   ----------------   ------------
<S>                         <C>             <C>            <C>                <C>
1995 Stock Option Plan
- ----------------------
 
Options to Purchase            159,800         N/A              N/A               N/A
Common Stock
 
Common Stock                   159,800         $9.187      $1,468,082.60           $506.23
 
1990 Stock Plan
- ---------------
 
Options to Purchase            361,695         N/A              N/A               N/A
Common Stock
 
Common Stock                   361,695         $3.426      $1,239,167.07           $427.30
</TABLE>

================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the TGV Software, Inc. 1995 Stock Option
    Plan and 1990 Stock 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.
<PAGE>
 
                                    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 30, 1995 filed with the Commission 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 29, 1995 and January 28, 1996.

         (2)  The Registrant's report on Form 8-K filed with the
              Commission on December 6, 1995.

         (3)  The Registrant's report on Form 10-C filed with the
              Commission on February 26, 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.


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>
 
Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits
         --------
<TABLE> 
<CAPTION> 
  Exhibit  
  Number    Exhibit
  -------   -------
<S>         <C> 
   4.0      Reference is made to Registrant's Registration Statement No. 0-18225
            on Form 8-A and Amendment No. 1 thereto, which are incorporated
            herein by reference pursuant to Item 3(c) of this Registration
            Statement.

   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      TGV Software, Inc. 1995 Stock Option Plan.

  99.2      Form of Non-Qualified Stock Option Agreement used in connection with
            the 1995 Stock Option Plan.

  99.3      Form of Directors' Non-Qualified Stock Option Agreement used in
            connection with the 1995 Stock Option Plan.

  99.4      Form of Stock Option Assumption Agreement used in connection with
            the 1995 Stock Option Plan.

  99.5      TGV, Inc. 1990 Stock Plan.

  99.6      Form of Non-Qualified Stock Option Agreement used in connection with
            the 1990 Stock Plan.

  99.7      Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Craig A. Conway.

  99.8      Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Gary Valenzuela.

  99.9      Form of Stock Option Assumption Agreement used in connection with
            the 1990 Stock Plan.
</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 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 TGV Software, Inc. 1995 Stock Option
Plan and/or 1990 Stock Plan.

          B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be

                                      II-2
<PAGE>
 
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>
 
                                   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 29th day of March, 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
capacitates, to sing 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           March 29, 1996
- ----------------------- Officer and Director (Principal
John T. Chambers        Executive Officer)               
                                                         
                                                          
                       
/s/ Larry R. Carter     Vice President, Finance and          March 29, 1996
- ----------------------- Administration, Chief Financial  
Larry R. Carter         Officer and Secretary             
                        (Principal Financial and          
                        Accounting Officer)               
                                                           
                       

/s/ John P. Morgridge   Chairman of the Board                March 29, 1996
- ----------------------  and Director                         
John P. Morgridge       
</TABLE> 

                                      II-4
<PAGE>
 
<TABLE> 
<CAPTION> 
Signatures              Title                                   Date
- ----------              -----                                   ----
<S>                     <C>                                  <C> 

/s/ Donald T. Valentine   Director                             March 29, 1996
- ------------------------                              
Donald T. Valentine


/s/ Michael S. Frankel    Director                             March 29, 1996
- ------------------------                              
Michael S. Frankel


/s/ James F. Gibbons      Director                             March 29, 1996
- ------------------------                              
James F. Gibbons


/s/ Robert L. Puette      Director                             March 29, 1996
- --------------------                                  
Robert L. Puette


/s/ Masayoshi Son         Director                             March 29, 1996
- ----------------------
Masayoshi Son

</TABLE> 

                                      II-5
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933


                              CISCO SYSTEMS, INC.



<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------


<TABLE> 
<CAPTION> 
Exhibit 
 Number     Exhibit
- -------     -------
<S>         <C> 
4.0         Reference is made to Registrant's Registration Statement No. 0-18225
            on Form 8-A and Amendment No. 1 thereto, which are incorporated
            herein by reference pursuant to Item 3(c) of this Registration
            Statement.

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        TGV Software, Inc. 1995 Stock Option Plan.

99.2        Form of Non-Qualified Stock Option Agreement used in connection with
            the 1995 Stock Option Plan.

99.3        Form of Directors' Non-Qualified Stock Option Agreement used in
            connection with the 1995 Stock Option Plan.

99.4        Form of Stock Option Assumption Agreement used in connection with
            the 1995 Stock Option Plan.

99.5        TGV, Inc. 1990 Stock Plan.

99.6        Form of Non-Qualified Stock Option Agreement used in connection with
            the 1990 Stock Plan.

99.7        Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Craig A. Conway.

99.8        Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Gary Valenzuela.

99.9        Form of Stock Option Assumption Agreement used in connection with
            the 1990 Stock Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18386}]
{"company-data": {"conformed-name": "CISCO SYSTEMS INC", "cik": "0000858877", "assigned-sic": "3577", "irs-number": "770059951", "state-of-incorporation": "CA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02101", "film-number": "96542216"}, "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"}}
As filed with the Securities and Exchange Commission on April 1, 1996
                                            Registration No. 33-________________
                                                                                
================================================================================

                       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)

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

                               TGV SOFTWARE, INC.
                             1995 STOCK OPTION PLAN
                                1990 STOCK PLAN
                           (Full title of the plans)

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

                                JOHN T. CHAMBERS
                PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                              CISCO SYSTEMS, INC.
             170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
                    (Name and address of agent for service)
                                 (408) 526-4000
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
Proposed         Proposed
        Title of                                               Maximum          Maximum
       Securities              Amount         Offering        Aggregate        Amount of
          to be                 to be          Price           Offering       Registration
       Registered           Registered(1)   per Share(2)       Price(2)           Fee
- -------------------------   -------------   ------------   ----------------   ------------
1995 Stock Option Plan
- ----------------------
 
Options to Purchase            159,800         N/A              N/A               N/A
Common Stock
 
Common Stock                   159,800         $9.187      $1,468,082.60           $506.23
 
1990 Stock Plan
- ---------------
 
Options to Purchase            361,695         N/A              N/A               N/A
Common Stock
 
Common Stock                   361,695         $3.426      $1,239,167.07           $427.30
================================================================================
(1) This Registration Statement shall also cover any additional shares of Common
    Stock which become issuable under the TGV Software, Inc. 1995 Stock Option
    Plan and 1990 Stock 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.
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 30, 1995 filed with the Commission 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 29, 1995 and January 28, 1996.

         (2)  The Registrant's report on Form 8-K filed with the
              Commission on December 6, 1995.

         (3)  The Registrant's report on Form 10-C filed with the
              Commission on February 26, 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.

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
Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits
         --------
Exhibit  
  Number    Exhibit
  -------   -------
4.0      Reference is made to Registrant's Registration Statement No. 0-18225
            on Form 8-A and Amendment No. 1 thereto, which are incorporated
            herein by reference pursuant to Item 3(c) of this Registration
            Statement.

   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      TGV Software, Inc. 1995 Stock Option Plan.

  99.2      Form of Non-Qualified Stock Option Agreement used in connection with
            the 1995 Stock Option Plan.

  99.3      Form of Directors' Non-Qualified Stock Option Agreement used in
            connection with the 1995 Stock Option Plan.

  99.4      Form of Stock Option Assumption Agreement used in connection with
            the 1995 Stock Option Plan.

  99.5      TGV, Inc. 1990 Stock Plan.

  99.6      Form of Non-Qualified Stock Option Agreement used in connection with
            the 1990 Stock Plan.

  99.7      Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Craig A. Conway.

  99.8      Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Gary Valenzuela.

  99.9      Form of Stock Option Assumption Agreement used in connection with
            the 1990 Stock 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 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 TGV Software, Inc. 1995 Stock Option
Plan and/or 1990 Stock Plan.

          B.   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be

                                      II-2
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
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 29th day of March, 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
capacitates, to sing 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           March 29, 1996
- ----------------------- Officer and Director (Principal
John T. Chambers        Executive Officer)               
                                                         
                                                          
                       
/s/ Larry R. Carter     Vice President, Finance and          March 29, 1996
- ----------------------- Administration, Chief Financial  
Larry R. Carter         Officer and Secretary             
                        (Principal Financial and          
                        Accounting Officer)               
                                                           
                       

/s/ John P. Morgridge   Chairman of the Board                March 29, 1996
- ----------------------  and Director                         
John P. Morgridge
II-4
Signatures              Title                                   Date
- ----------              -----                                   ----
/s/ Donald T. Valentine   Director                             March 29, 1996
- ------------------------                              
Donald T. Valentine

/s/ Michael S. Frankel    Director                             March 29, 1996
- ------------------------                              
Michael S. Frankel

/s/ James F. Gibbons      Director                             March 29, 1996
- ------------------------                              
James F. Gibbons

/s/ Robert L. Puette      Director                             March 29, 1996
- --------------------                                  
Robert L. Puette

/s/ Masayoshi Son         Director                             March 29, 1996
- ----------------------
Masayoshi Son
II-5
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933

                              CISCO SYSTEMS, INC.
EXHIBIT INDEX
                                 -------------
Exhibit 
 Number     Exhibit
- -------     -------
4.0         Reference is made to Registrant's Registration Statement No. 0-18225
            on Form 8-A and Amendment No. 1 thereto, which are incorporated
            herein by reference pursuant to Item 3(c) of this Registration
            Statement.

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        TGV Software, Inc. 1995 Stock Option Plan.

99.2        Form of Non-Qualified Stock Option Agreement used in connection with
            the 1995 Stock Option Plan.

99.3        Form of Directors' Non-Qualified Stock Option Agreement used in
            connection with the 1995 Stock Option Plan.

99.4        Form of Stock Option Assumption Agreement used in connection with
            the 1995 Stock Option Plan.

99.5        TGV, Inc. 1990 Stock Plan.

99.6        Form of Non-Qualified Stock Option Agreement used in connection with
            the 1990 Stock Plan.

99.7        Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Craig A. Conway.

99.8        Non-Qualified Stock Option Agreement under the 1990 Stock Plan -
            Gary Valenzuela.

99.9        Form of Stock Option Assumption Agreement used in connection with
            the 1990 Stock Plan.