As filed with the Securities and Exchange Commission on April 30, 1998
Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CISCO SYSTEMS, INC.
 (Exact name of registrant as specified in its charter)

         CALIFORNIA                                            77-0059951
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

                              170 WEST TASMAN DRIVE
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 526-4000	

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN T. CHAMBERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE
SAN JOSE, CALIFORNIA 95134
 (408) 526-4000
(Name, address, including zip code, and telephone number, including area
code, of Agent for Service)
With a copy to:
THERESE A. MROZEK, ESQ.
J. MATTHEW LYONS, ESQ.
BROBECK, PHLEGER & HARRISON LLP
TWO EMBARCADERO PLACE
2200 GENG ROAD
PALO ALTO, CALIFORNIA 94303
 (650) 424-0160
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective, as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

                                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
      Title of Each                 Amount          Proposed Maximum      Proposed Maximum         Amount of
   Class of Securities               To Be              Offering              Aggregate           Registration
     To Be Registered             Registered       Price Per Share(1)     Offering Price(1)           Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value    3,014,000               $70.44              $212,306,160          $64,335.20
===================================================================================================================	

(1) The price of $70.44 was the average of the high and low prices of the Common Stock on the Nasdaq National Market System on April 27, 1998, and is set forth solely for the purpose of computing the registration fee pursuant to Rule 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 30, 1998
3,014,000 SHARES
[LOGO]
CISCO SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the public offering, which is not being underwritten, of up to 3,014,000 shares of Common Stock, par value of $0.001 per share, of Cisco Systems, Inc. (the "Company"). All 3,014,000 shares (the "Shares") may be offered by certain shareholders of the Company or by pledgees, donees, transferees or other successors in interest that receive such shares as a gift, partnership distribution or other non-sale related transfer (the "Selling Shareholders"). All of the Shares were originally issued by the Company in connection with the acquisition of NetSpeed, Inc. ("NetSpeed"), by and through the acquisition of all of the common stock and options to purchase common stock of NetSpeed whereby NetSpeed was merged with and into the Company with the Company as the surviving corporation. The Shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided under Section 4(2) thereof. See "Selling Shareholders."
The Shares are being registered by the Company pursuant to the Agreement and Plan of Reorganization dated as of March 9, 1998 between the Company and NetSpeed. The Company has undertaken to keep a Registration Statement of which this Prospectus constitutes a part effective until the earlier to occur of April 10, 2000 or the earlier disposition of the securities offered hereby. After such period, if the Company chooses not to maintain the effectiveness of the registration statement of which this Prospectus constitutes a part, the securities issuable upon exercise hereof and offered hereby may not be sold, pledged, transferred or assigned, except in a transaction which is exempt under the provisions of the Securities Act, as amended, or pursuant to an effective registration statement thereunder.
The Company will not receive any of the proceeds from the sale of the Shares. The Company has agreed to bear certain expenses in connection with the registration of the Shares being offered and sold by the Selling Shareholders. See "Plan of Distribution."
The Shares may be offered by the Selling Shareholders from time to time in transactions in the over-the-counter market, in negotiated transactions, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Shareholders may effect such transactions by selling the Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). See "Plan of Distribution."
The Selling Shareholders and any broker-dealers or agents that participate with the Selling Shareholders in the distribution of the Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by them and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. See "Plan of Distribution."
The Company's Common Stock is quoted on the Nasdaq National Market under the symbol "CSCO." On April 29, 1998, the last sale price for the Common Stock was $72.00 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is ________________, 1998

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offering being made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by the Company or any Selling Shareholder. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities covered by this Prospectus, nor does it constitute an offer to or solicitation of any person in any jurisdiction in which such offer or solicitation may not lawfully be made. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information herein is correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements, information statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place, New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained by mail from the Public Reference Branch of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is quoted on the Nasdaq National Market, and such material may also be inspected at the offices of Nasdaq Operations, 1735 K Street N.W., Washington, D.C. 20006. The Commission maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's web site is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits thereto, referred to as the "Registration Statement") under the Securities Act with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information regarding the Company and the Common Stock offered hereby, reference is hereby made to the Registration Statement and to the exhibits and schedules filed therewith. The Registration Statement, including the exhibits and schedules thereto, may be inspected at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may be obtained from such office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 0-18225) with the Commission pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended July 26, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarterly period ended October 25, 1997; and for the quarterly period ended January 24, 1998;
3. The Company's Current Reports on Form 8-K dated: December 22, 1997 (as filed February 11, 1998); July 28, 1997 (as filed September 9, 1997); June 9, 1997 (as filed August 22, 1997); and April 27, 1998 (as filed April 29, 1998);
4. The Company's Definitive Proxy Statement dated October 1, 1997, in connection with the Company's 1997 Annual Meeting of Shareholders;
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5. The description of the Company's Common Stock contained in its Registration Statement on Form 8-A filed on January 8, 1990, including any amendment or report filed for the purpose of updating such description; and
6. All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing of such documents. Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this Prospectus is delivered a copy of any or all of such documents which are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Written requests for copies should be directed to Larry R. Carter, Chief Financial Officer and Secretary, at the principal executive offices of Cisco Systems, Inc., 170 West Tasman Drive, San Jose, California 95134. The Company's telephone number is (408) 526-4000.
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THE COMPANY
The principal executive offices of the Company are located at 170 West Tasman Drive, San Jose, California 95134. The Company's telephone number is
(408) 526-4000.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares offered hereby may be sold from time to time by the Selling Shareholders or by pledgees, donees, transferees or other successors in interest. The Selling Shareholders, and their respective pledgees, donees, transferees or other successors in interest, will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Selling Shareholders may effect such transactions by selling the Shares to or through broker-dealers. The Shares may be sold by one or more of the following methods:
(a) a block trade in which the broker-dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker-dealer as principal and resale by such broker-dealer for its account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of such exchange; (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers and (e) in privately negotiated transactions. To the extent required, this Prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In effecting sales, broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate in the resales.
In connection with distributions of the Shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the Shares in the course of hedging the positions they assume with Selling Shareholders. The Selling Shareholders may also sell Shares short and redeliver the Shares to close out such short positions. The Selling Shareholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the Shares registered hereunder, which the broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The Selling Shareholder may also loan or pledge the Shares registered hereunder to a broker-dealer and the broker-dealer may sell the Shares so loaned or upon a default the broker-dealer may effect sales of the pledged Shares pursuant to this Prospectus.
Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from Selling Shareholders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions) in amounts to be negotiated in connection with the sale. Such broker-dealers or agents and any other participating broker-dealers or the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the Securities Act. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if applicable, the Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to the Common Stock of the Company for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, each Selling Shareholder will be subject to applicable provisions of the Exchange Act and
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the rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of the Company's Common Stock by the Selling Shareholders. The Company will make copies of this Prospectus available to the Selling Shareholders and has informed them of the need for delivery of copies of this Prospectus to purchasers at or prior to the time of any sale of the Shares offered hereby.
At the time a particular offer of Shares is made, if required, a Prospectus Supplement will be distributed that will set forth the number of Shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
All costs, expenses and fees in connection with the registration of the Shares will be borne by the Company. Commissions and discounts, if any, attributable to the sales of the Shares will be borne by the Selling Shareholders. The Selling Shareholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act. The Selling Shareholders have agreed to indemnify certain persons including broker-dealers or agents against certain liabilities in connection with the offering of the Shares, including liabilities arising under the Securities Act.
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SELLING SHAREHOLDERS
The following table sets forth the number of shares of Common Stock owned by each of the Selling Shareholders. Except as indicated, none of the Selling Shareholders has had a material relationship with the Company within the past three years other than as a result of the ownership of the Shares or other securities of the Company. Because the Selling Shareholders may offer some, all or none of the Shares which they hold pursuant to the offering contemplated by this Prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Shares, no estimate can be given as to the amount of Shares that will be held by the Selling Shareholders after completion of this offering. The Shares which may be offered pursuant to this Prospectus may be offered from time to time by the Selling Shareholders named below, and in the respective amounts set forth below with respect to such Selling Stockholder.

                                           Number of                               Number of
                                            Shares           Percent of             Shares
                                         Beneficially        Outstanding        Registered for
Name of Selling Shareholder               Owned(1)(2)           Shares         Sale Hereby(1)(2)
---------------------------              ------------        -----------       -----------------
Richard S. and Michelle C. Anderson         1,105                 *                   1,105

Steve Bakke                                   414                 *                     414

Charles H. Bankhead                         4,420                 *                   4,420

Elizabeth Taub Bankhead                       331                 *                     331

Marcia McMurtry Bankhead,                     110                 *                     110
 Trustee Clark Reid Trust

Marcia McMurtry Bankhead,                     110                 *                     110
 Trustee Connally Reid Trust

Loren Gary Ben                              2,763                 *                   2,763

Boonshill Investors                         2,680                 *                   2,680

Robert M. Burke, II                         3,453                 *                   3,453

James E. Cahill, III                          967                 *                     967

Caitlin McHale 1997 Trust                   7,367                 *                   7,367

James V. Carroll III                        1,381                 *                   1,381

Delo Caspary                                4,446                 *                   4,446

ComVest Partners(3)                        12,092                 *                  12,092

Conmor LLC(4)                               4,973                 *                   4,973

Michael Corboy                             54,865                 *                  54,865	

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                                           Number of                               Number of
                                            Shares           Percent of             Shares
                                         Beneficially        Outstanding        Registered for
Name of Selling Shareholder               Owned(1)(2)           Shares         Sale Hereby(1)(2)
---------------------------              ------------        -----------       -----------------
Cowen & Company                             4,144                 *                   4,144

L.E. Creel III                                552                 *                     552

Pat and Steve Crews                        13,815                 *                  13,815

Don Crosbie                                 4,446                 *                   4,446

Shelley Cruso                               4,144                 *                   4,144

John Richard Cummins                        5,526                 *                   5,526

John Richard Cummins, Jr.                   5,526                 *                   5,526

Stephen Davies                                138                 *                     138

Dean Witter Reynolds,                       2,210                 *                   2,210
 custodian for Cass G. Caspary

Jane Rumpf Dennis                           1,111                 *                   1,111

William Davison Dennis                      1,111                 *                   1,111

William W. Deupree, Jr.                     2,459                 *                   2,459

Dove Investments, Ltd.                     49,339                 *                  49,339

Grant Dove                                  5,526                 *                   5,526

G. Douglas Edwards                            828                 *                     828

Euro-Dutch Trust                            1,657                 *                   1,657

Stanford C. Finney                         10,761                 *                  10,761

Firebird Overseas Ltd.                      2,763                 *                   2,763

Firebird Partners LP                        1,105                 *                   1,105

Heather Gilker                                818                 *                     818

Jon D. Gruber                               4,697                 *                   4,697

Gruber & McBaine International              4,697                 *                   4,697	

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                                           Number of                               Number of
                                            Shares           Percent of             Shares
                                         Beneficially        Outstanding        Registered for
Name of Selling Shareholder               Owned(1)(2)          Shares          Sale Hereby(1)(2)
---------------------------               -----------        -----------       -----------------
Clifford Hall                               4,834                 *                   4,834

Michael J. Harris                           1,105                 *                   1,105

William J. Hoffman                          1,105                 *                   1,105

William and Holly Hoffman                   2,763                 *                   2,763

R. Reid Hyde, as Trustee,                   5,557                 *                   5,557
 Hyde Family Trust B

Elizabeth Liston Jahn                         110                 *                     110

James A. Johnson                            6,078                 *                   6,078

James Johns, IRA, DLJC                      2,210                 *                   2,210
 as Custodian

Will Joplin                                 2,763                 *                   2,763

K. W. Anderson Family Limited               1,657                 *                   1,657
 Partnership

E. Carl Krausnick, Jr.                      1,022                 *                    1022

Edward Krupa                                  552                 *                     552

LLG Partnership(5)                          8,224                 *                   8,224

Stephen P. Laffey                             828                 *                     828

Lagunitas Partners                         18,235                 *                  18,235

Lamoreaux Partners                         53,348                 *                  53,348

Phillip A. Lamoreaux                        6,668                 *                   6,668

John S. Lemak                               1,657                 *                   1,657

Jack D. Liston III                            331                 *                     331

Mark Livingston                            13,815                 *                  13,815

Homer L. Luther, Jr. IRA Rollover          11,052                 *                  11,052	

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                                           Number of                               Number of
                                            Shares           Percent of             Shares
                                         Beneficially        Outstanding        Registered for
Name of Selling Shareholder               Owned(1)(2)           Shares         Sale Hereby(1)(2)
---------------------------              ------------        -----------       -----------------
James M. Mansour                           12,194                 *                  12,194

Mattsson-McHale Foundation                138,150                 *                 138,150

Bill and Gail Mattsson,                    13,815                 *                  13,815
 Tenants in Common

Brenda Mattsson                            13,815                 *                  13,815

Tim Cerqua and Sharon Mattsson             13,815                 *                  13,815

William Neal McAtee                           663                 *                     663

Ann M. McHale                              13,815                 *                  13,815

John F. McHale                          1,065,317                 *               1,065,317

John, Sr. and Pat McHale                   13,815                 *                  13,815

Stephen and Suzanne McHale                 13,815                 *                  13,815

Brendon Mills                               4,144                 *                   4,144

Jerry W. Mills                              4,446                 *                   4,446

Morgan Keegan & Company                     9,261                 *                   9,261

Montague Family Partnership                 2,652                 *                   2,652

Mosaic Technologies Limited               185,277                 *                 185,277

Clay Mulford                               48,372                 *                  48,372

NSPD Partners Ltd.(6)                     102,341                 *                 102,341

NSPD Partners II, Ltd.(7)                  82,936                 *                  82,936

Andy J. Nadel                                 552                 *                     552

Steven T. Newby                             4,144                 *                   4,144

Northern Telecom Inc.                     294,627                 *                 294,627

Kenneth Norwood                             6,133                 *                   6,133	

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                                           Number of                               Number of
                                            Shares           Percent of             Shares
                                         Beneficially        Outstanding        Registered for
Name of Selling Shareholder               Owned(1)(2)           Shares         Sale Hereby(1)(2)
---------------------------               -----------        -----------       -----------------
Palantir Partners, LP                      22,228                 *                  22,228

Kathleen and Chris Pfouts                  13,815                 *                  13,815

Howard Rachofsky                            4,093                 *                   4,093

Rainbow Trading Partners, Ltd.             12,984                 *                  12,984

Rainbow Trading Venture Partners, LP       10,761                 *                  10,761

James S. Ramsey, Jr.                          552                 *                     552

Christian Liston Reid                         110                 *                     110

Jay Reynolds                                  359                 *                     359

James P. Richardson                         2,763                 *                   2,763

Mitchel S. Ross                             2,763                 *                   2,763

Carleton Scott Rumpf, as                    1,111                 *                   1,111
 Trustee of that certain
 Irrevocable Trust under Trust
 Agreement dated 7 July, 1983
 between Edwin Louis Rumpf,
 Jr., as Grantor, and Carleton
 Scott Rumpf, as Trustee

Ryan McHale 1997 Trust                      7,367                 *                   7,367

Seed Company Partners LP(8)                11,052                 *                  11,052

Joel Shepherd                               2,763                 *                   2,763

Charles W. Simpson, M.D.                    2,763                 *                   2,763

James R. Sisk                               1,657                 *                   1,657

Southwest Securities Inc.,                  1,768                 *                   1,768
 FBO Andrew W. May IRA

Southwest Securities Inc.,                    442                 *                     442
 FBO Marchita Milliken IRA

John A. Stanley                             1,657                 *                   1,657	

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                                         Number of                                Number of
                                           Shares            Percent of             Shares
                                        Beneficially         Outstanding        Registered for
Name of Selling Shareholder             Owned(1)(2)            Shares          Sale Hereby(1)(2)
---------------------------             ------------         -----------       -----------------
T. McCulough Strother                       1,381                 *                   1,381

Tierney Investments(9)                      2,044                 *                   2,044

Thomas J. Tierney & Luanne Tierney,         8,891                 *                   8,891
 Joint Tenants in Common

Douglas R. Urquhart                         4,446                 *                   4,446

Park G. Vestal, Jr.                         1,022                 *                   1,022

Darren VonBehren                              552                 *                     552

Walker Bay Partners II(10)                  3,070                 *                   3,070

William C. Ward                             4,093                 *                   4,093

Michael and Carol Winniford                 1,105                 *                   1,105

Stanley M. Woodward                         2,224                 *                   2,224

Ziff Asset Management, LP                  66,685                 *                  66,685

Paul S. Zito                              400,635                 *                 400,635
                                        ---------          -----------            ---------
TOTAL                                   3,014,000                 *               3,014,000
                                        =========                                 =========	

* Represents beneficial ownership of less than 1%.
(1) 352,925 of the Shares (the "Escrow Shares") are being held in escrow until April 10, 1998 to satisfy certain indemnification obligations of the Selling Shareholders. If and to the extent any of the Escrow Shares are returned to the Company in satisfaction of such indemnification obligations, the total number of Shares beneficially owned by the Selling Shareholders would be reduced accordingly, and the number of Shares beneficially owned by each individual Selling Shareholder would be reduced according to each Selling Shareholder's respective pro rata ownership of the Escrow Shares.
Due to the effect of rounding in estimating the pro rata portion of Escrow Shares beneficially owned by each Selling Shareholder, the actual number of Shares beneficially owned by a Selling Shareholder may be slightly different than the number shown for such shareholder.
(2) This Registration Statement shall also cover any additional shares of Common Stock which become issuable in connection with the Shares registered for sale hereby 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 Company's outstanding shares of Common Stock.
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(3) Subsequent to the date of this Prospectus, the Shares held by ComVest Partners may be distributed to Donald B. Crosbie, Andrew W. May, Tim Levy, Jay Reynolds, Bill Ballinger, Darren vonBehren and Cass G. Caspary.
(4) Subsequent to the date of this Prospectus, the Shares held by Conmor LLC may be distributed to Marjorie B. Conley, Claudia C. Hamilton, Brooke D. Hamilton, Candace Conley, Merrin E. Trombka, Linda A. Martin, Darrell D. Martin, Margie A. Morgan and Peter J. Ruane.
(5) Subsequent to the date of this Prospectus, the Shares held by LLG Partnership may be distributed to Robert Gauntt, Willie Langston, Kevin Lilly and Christi McIntyre.
(6) Subsequent to the date of this Prospectus, the Shares held by NSPD Partners, Ltd. may be distributed to EFO Investment Partners IV, Ltd.; Julie Lynn Esping Trust #2; Jennifer A. Esping Trust #2; William P. Esping Trust #2; William P. Esping; John M. Hoffman; Chris Mahowald; Rod Jones; David Adamson; HCR Fund '97; John S. Appleton; Robert L. Abbott; Mouzon Bass, III; John A. Gates; Doug Howell Family Trust; Robert Munson; Underdog Investments, L.P. (which may further be distributed to Richard E. Anderson; Richard S. Hill; D. Kent Lance, Jr.; Charles A. Anderson; and Spencer F. Carlton); and EFO Holdings, Inc.
(7) Subsequent to the date of this Prospectus, the Shares held by NSPD Partners II, Ltd. may be distributed to Chris Mahowald; William P. Esping; John M. Hoffman; John A. Gates; Robert L. Abbott; Robert Munson; Julie Lynn Esping Trust #2; William P. Esping Trust #2; Jennifer A. Esping Trust #2; EFO Holdings, Inc.; EFO Investment Partners IV, Ltd.; HCR Fund '97; and Underdog Investments, L.P (which may further be distributed to Richard E. Anderson; Richard S. Hill; D. Kent Lance, Jr.; Charles A. Anderson; and Spencer F. Carlton).
(8) Subsequent to the date of this Prospectus, the Shares held by Seed Company Partners LP may be distributed to Seed Company Ventures, L.P.; Fleener First Family Partnership, L.P.; Goldstein Ventures; Larry Goldstein; Jack Goldstein; Arcady Partners Ltd. II; William K. Woodruff & Company Incorporated; Victor A. Morgenstern; Harris Seed Company Partners; F. Thomas Wright; David J. Cherry; Campbell Capital Ltd.; Stephen Feinberg; Jerry P. Owens; Columbia General Investments L.P.; Joseph F. Backer; J. M. Haggar, Jr.; Richard H. Driehaus; Charles H. Winider; Pace Group L.P.; Douglas C. Floren; Glenn Doshay; Tessarowica Family First Ltd. Partnership; Jon D. Gruber; Richard A. Greenman; Jadibo Partners; Robert L. Greenman; David E. Bell; and Moncrief Clan.
(9) Subsequent to the date of this Prospectus, the Shares held by Tierney Investments may be distributed to Michael J. Tierney, Erin Anne Kramp, Noreen Anne Simpson and Deborah Anne Webb.
(10) Subsequent to the date of this Prospectus, the Shares held by Walker Bay Partners II may be distributed to Walter Lang, Donald McKenzie and Craig Macnab.
-12-

LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The Company's consolidated balance sheets as of July 26, 1997 and July 28, 1996 and the consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended July 26, 1997 incorporated by reference in this Prospectus, have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing.
-13-

No dealer, salesperson or any other person has been authorized to give any information or to make any representation in connection with the offering being made hereby not contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or any Selling Shareholder. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction in which it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create an implication that information contained or incorporated by reference herein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS

                                                                            PAGE
Available Information ..................................................       2
Incorporation of Certain
 Documents by Reference ................................................       2
The Company ............................................................       4
Plan of Distribution ...................................................       4
Selling Shareholders ...................................................       6
Legal Matters ..........................................................      13
Experts ................................................................      13	

3,014,000 SHARES
[CISCO SYSTEMS LOGO]
CISCO SYSTEMS, INC.
COMMON STOCK

PROSPECTUS

_____________, 1998

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Cisco Systems, Inc. (the "Company" or the "Registrant") in connection with the sale of Common Stock being registered. All amounts are estimates except the SEC registration fee.

SEC Registration fee                $ 64,335.20
Legal fees and expenses               15,000
Accounting fees and expenses           5,000
Printing Fees                          5,000
Transfer Agent Fees                    5,000
Miscellaneous                         11,589
     Total                          $105,924.20	

ITEM 15. 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. The Registrant's Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, as amended, provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the California Corporations Code. In addition, the Company has entered into Indemnification Agreements with each of its directors and officers.
ITEM 16. EXHIBITS

2.1     Agreement of Merger dated as of April 10, 1998 between the Registrant
        and NetSpeed, Inc.

5.1     Opinion of Brobeck, Phleger & Harrison LLP

23.1    Consent of Independent Accountants

23.2    Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of
        Counsel filed as Exhibit 5.1 hereto)

24.1    Power of Attorney (included on page II-3 of this Registration Statement)	

ITEM 17. UNDERTAKINGS
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 Securities 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;
(2) That, for the purpose of determining any liability under the Securities 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.
II-1

(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.
Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
II-2

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Santa Clara, State of California, on this 30th day of April, 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, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, 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 he 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 substitutes, may lawfully 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 below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

SIGNATURES                        TITLE                                       DATE
----------                        -----                                       ----

/s/ JOHN T. CHAMBERS              President, Chief Executive                  April 30, 1998
------------------------------    Officer and Director
John T. Chambers                  (Principal Executive Officer)

/s/ LARRY R. CARTER               Vice President, Finance and                 April 30, 1998
------------------------------    Administration, Chief Financial
Larry R. Carter                   Officer and Secretary
                                  (Principal Financial and Accounting
                                   Officer)

/s/ JOHN P. MORGRIDGE             Chairman of the Board and Director          April 30, 1998
------------------------------
John P. Morgridge

/s/ DONALD T. VALENTINE           Director                                    April 30, 1998
------------------------------
Donald T. Valentine	

II-3

SIGNATURES                        TITLE                                       DATE
----------                        -----                                       ----

/s/ JAMES F. GIBBONS              Director                                    April 30, 1998
------------------------------
James F. Gibbons

/s/ ROBERT L. PUETTE              Director                                    April 30, 1998
------------------------------
Robert L. Puette

/s/ MASAYOSHI SON                 Director                                    April 30, 1998
------------------------------
Masayoshi Son

/s/ STEVEN M. WEST                Director                                    April 30, 1998
----------------------------
Steven M. West

/s/ EDWARD R. KOZEL               Director                                    April 30, 1998
----------------------------
Edward R. Kozel

/s/ CAROL A. BARTZ                Director                                    April 30, 1998
----------------------------
Carol A. Bartz

/s/ JAMES C. MORGAN               Director                                    April 30, 1998
----------------------------
James C. Morgan

/s/ MARY CIRILLO                  Director                                    April 30, 1998
------------------------------
Mary Cirillo	

II-4

INDEX TO EXHIBITS

Exhibit
Number                                   Exhibit Title
------                                   -------------

2.1     Agreement of Merger dated as of April 10, 1998 between the Registrant
        and NetSpeed, Inc.

5.1     Opinion of Brobeck, Phleger & Harrison LLP

23.1    Consent of Independent Accountants

23.2    Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of
        Counsel filed as Exhibit 5.1)

24.1    Power of Attorney (included on page II-3 of this Registration Statement)	

EXHIBIT 2.1
AGREEMENT OF MERGER
OF
CISCO SYSTEMS, INC.
AND
NETSPEED, INC.
This Agreement of Merger, dated as of the 10th day of April, 1998 ("Merger Agreement"), between Cisco Systems, Inc., a California corporation ("Acquiror"), and NetSpeed, Inc., a Texas corporation ("Target").
RECITALS
A. Target was incorporated in the State of Texas on January 23, 1996 and on the date hereof has outstanding 4,954,336 shares of Common Stock, par value $0.01 per share ("Target Common Stock"), and 500,000 shares of Series A Preferred Stock, par value $0.01 per share (the "Target Series A Preferred Stock"). The Target Series A Preferred Stock is hereinafter referred to as the "Target Preferred Stock," and together with the shares of Target Common Stock, as the "Target Shares."
B. Acquiror and Target have entered into an Agreement and Plan of Reorganization (the "Agreement and Plan of Reorganization") providing for certain representations, warranties, covenants and agreements in connection with the transactions contemplated hereby. This Merger Agreement and the Agreement and Plan of Reorganization are intended to be construed together to effectuate their purpose.
C. The Boards of Directors of Target and Acquiror deem it advisable and in their mutual best interests and in the best interests of the shareholders of Target, that Target be acquired by Acquiror through a merger ("Merger") of Target with and into Acquiror.
D. The Boards of Directors of Acquiror and Target and the shareholders of Target have approved the Merger.
AGREEMENTS
The parties hereto hereby agree as follows:
1. Target shall be merged with and into Acquiror, and Acquiror shall be the surviving corporation.
2. The Merger shall become effective at such time (the "Effective Time") as this Merger Agreement and the officers' certificate of Target is filed with the Secretary of State of
-1-

the State of California pursuant to Section 1103 of the Corporations Code of the State of California.
3. Immediately prior to the Effective Time of the Merger, each share of Target Preferred Stock will convert to Target Common Stock. At the Effective Time of the Merger (i) all shares of Target Common Stock that are owned directly or indirectly by Target, Acquiror or any other subsidiary of Acquiror shall be cancelled, and no securities of Acquiror or other consideration shall be delivered in exchange therefor, and (ii) each of the issued and outstanding shares of Target Common Stock (other than shares, if any, held by persons who have not voted such shares for approval of the Merger and with respect to which such persons shall become entitled to exercise dissenters' rights in accordance with Articles 5.11 through 5.13 of the Texas Business Corporation Act, referred to hereinafter as "Dissenting Shares") shall be converted automatically into and exchanged for 0.5526 of a share of Acquiror's Common Stock, par value $0.001 per share ("Acquiror Common Stock"); provided, however, that no more than 3,529,482 shares (equivalent to 0.5526 times 6,387,046 Target Shares and Target Shares issuable pursuant to outstanding Target options) of Acquiror Common Stock shall be issued in such exchange (including Acquiror Common Stock reserved for issuance upon exercise of Target options assumed by Acquiror). Those shares of Acquiror Common Stock to be issued as a result of the Merger are referred to herein as the "Acquiror Shares".
4. Any Dissenting Shares shall not be converted into Acquiror Common Stock but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the law of the State of Texas. If after the Effective Time any Dissenting Shares shall lose their status as Dissenting Shares, then as of the occurrence of the event which causes the loss of such status, such shares shall be converted into Acquiror Common Stock in accordance with Section 3.
5. Notwithstanding any other term or provision hereof but subject to the proviso in the second sentence of Section 3, no fractional shares of Acquiror Common Stock shall be issued, but in lieu thereof each holder of Target Shares who would otherwise, but for rounding as provided herein, be entitled to receive a fraction of a share of Acquiror Common Stock shall receive from Acquiror an amount of cash equal to the Acquiror Stock Price (as defined in the Agreement and Plan of Reorganization) multiplied by the fraction of a share of Acquiror Common Stock to which such holder would otherwise be entitled. The fractional share interests of each Target shareholder shall be aggregated, so that no Target shareholder shall receive cash in an amount greater than the value of one full share of Acquiror Common Stock.
6. The conversion of Target Common Stock into Acquiror Common Stock as provided by this Merger Agreement shall occur automatically at the Effective Time of the Merger without action by the holders thereof. Each holder of Target Common Stock shall thereupon be entitled to receive shares of Acquiror Common Stock in accordance with the Agreement and Plan of Reorganization.
7. At the Effective Time of the Merger, the separate existence of Target shall cease, and Acquiror shall succeed, without other transfer, to all of the rights and properties of Target and shall be subject to all the debts and liabilities thereof in the same manner as if
-2-

Acquiror had itself incurred them. All rights of creditors and all liens upon the property of each corporation shall be preserved unimpaired, provided that such liens upon property of Target shall be limited to the property affected thereby immediately prior to the Effective Time of the Merger.
8. This Merger Agreement is intended as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.
9. (a) The Amended and Restated Articles of Incorporation of Acquiror in effect immediately prior to the Effective Time shall be the Amended and Restated Articles of Incorporation of the Surviving Corporation unless and until thereafter amended.
(b) The Bylaws of Acquiror in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation unless and until amended or repealed as provided by applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.
(c) The directors and officers of Acquiror immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.
10. (a) Notwithstanding the approval of this Merger Agreement by the shareholders of Target, this Merger Agreement may be terminated at any time prior to the Effective Time of the Merger by mutual agreement of the Boards of Directors of Acquiror and Target.
(b) Notwithstanding the approval of this Merger Agreement by the shareholders of Target, this Merger Agreement shall terminate forthwith in the event that the Agreement and Plan of Reorganization shall be terminated as therein provided.
(c) In the event of the termination of this Merger Agreement as provided above, this Merger Agreement shall forthwith become void and there shall be no liability on the part of Target or Acquiror or their respective officers or directors, except as otherwise provided in the Agreement and Plan of Reorganization.
(d) This Merger Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one agreement.
(e) This Merger Agreement may be amended by the parties hereto any time before or after approval hereof by the shareholders of Target, but, after such approval, no amendments shall be made which by law require the further approval of such shareholders without obtaining such approval. This Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
[Signature page follows]
-3-

IN WITNESS WHEREOF, the parties have executed this Agreement of Merger as of the date first written above.
CISCO SYSTEMS, INC., a California corporation

By: /s/ LARRY R. CARTER
    ----------------------------------------
    Larry R. Carter, Vice President, Chief
    Financial Officer and Secretary	

NETSPEED, INC., a Texas corporation

By: /s/ JOHN MCHALE
    ----------------------------------------
    John McHale, President and Chief
    Executive Officer	

NETSPEED, INC., a Texas corporation

By: /s/ PAUL ZITO
    ----------------------------------------
    Paul Zito, Secretary	

[SIGNATURE PAGE TO AGREEMENT OF MERGER]

EXHIBIT 5.1
LEGAL OPINION OF BROBECK, PHLEGER & HARRISON LLP
April 30, 1998
Cisco Systems, Inc.
255 W. Tasman Drive
San Jose, California 95134
Re: Cisco Systems, Inc. Registration Statement on Form S-3 for Resale of up to 3,014,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Cisco Systems, Inc., a California corporation (the "Company"), in connection with the registration for resale of up to 3,014,000 shares of Common Stock (the "Shares"), as described in the Company's Registration Statement on Form S-3 ("Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate proceedings taken by the Company in connection with the original issuance and sale of the Shares, and a certificate of a Company officer regarding (among other things) the Company's receipt of consideration upon the original issuance and sale of the Shares. Based on such review, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.
Very truly yours,

/s/ BROBECK, PHLEGER & HARRISON LLP
-----------------------------------
BROBECK, PHLEGER & HARRISON LLP	

EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on Form S-3 of Cisco Systems, Inc. for the registration of 3,014,000 shares of its common stock, of our reports dated August 4, 1997, on our audits of the consolidated financial statements and financial statement schedule of Cisco Systems, Inc. as of July 26, 1997 and July 28, 1996, and for the years ended July 26, 1997, July 28, 1996, and July 30, 1995 which reports are included in the Company's 1997 Annual Report on Form 10-K, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
San Jose, California
April 24, 1998