
<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999
                                                      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.
                             255 WEST TASMAN DRIVE
                           SAN JOSE, CALIFORNIA 95134
                                 (408) 526-4000
          (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    Copy to:
                            THERESE A. MROZEK, 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.

     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

<TABLE>
<CAPTION>
========================================================================================================

          Title of Each            Amount        Proposed Maximum    Proposed Maximum         Amount
       Class of Securities          to Be       Aggregate Offering       Aggregate       of Registration
        to be Registered        Registered(1)   Price Per Share(2)   Offering Price(2)         Fee(3)
========================================================================================================
<S>                               <C>                <C>               <C>                   <C>
Common Stock,                    4,894,368           $61.41            $300,563,139          $83,557
$0.001 par value per share
========================================================================================================
</TABLE>

(1)  Pursuant to Rule 429 of the Securities Act of 1933, as amended
     (the "Securities Act"), 4,166,078 shares of Cisco's common stock (as
     adjusted pursuant to a 2-for-1 stock split effected June 21, 1999)
     registered on the original filing of this registration statement on
     Form S-3 are being carried forward in the prospectus contained herein.

(2)  The price of $61.41, the average of the high and low prices of Cisco's
     common stock on the Nasdaq Stock Market's National Market on August 3,
     1999, is set forth solely for the purpose of computing the registration
     fee pursuant to Rule 457(c).

(3)  Pursuant to Rule 457(b) under the Securities Act, $71,123 of the
     registration fee is offset by the filing fee previously paid by Cisco
     Systems, Inc. in connection with the original filing of this registration
     statement on Form S-3 on November 23, 1998. Accordingly, a filing fee of
     $12,434 is being paid herewith.

This registration statement is being filed pursuant to and in reliance on Rule
429(a) under the Securities Act. Pursuant to Rule 429 under the Securities Act,
the prospectus contained herein also relates to Cisco's registration statement
on Form S-3, Registration No. 333-67789, as filed with the Securities and
Exchange Commission on November 23, 1998.

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

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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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


<PAGE>   2
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND
MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
--------------------------------------------------------------------------------


                  SUBJECT TO COMPLETION, DATED AUGUST 6, 1999

PRELIMINARY PROSPECTUS





                     4,166,078 PREVIOUSLY REGISTERED SHARES

                                 728,290 SHARES

                               CISCO SYSTEMS, INC.
                                  COMMON STOCK




     This Prospectus relates to the public offering, which is not being
underwritten, of 4,166,078 previously registered shares of our Common Stock and
an additional 728,290 shares of our Common Stock being registered hereby  which
is held by some of our current shareholders.

     The prices at which such shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.

     Our Common Stock is quoted on the Nasdaq National Market under the symbol
"CSCO." On August 3, 1999, the average of the high and low price for the Common
Stock was $61.41.

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

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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


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



                 The date of this Prospectus is August 6, 1999.



                                       2
<PAGE>   3

     No 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 made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Cisco
Systems, Inc. (referred to in this Prospectus as "Cisco" or the "Registrant"),
any selling shareholder or by any other person. 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. 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.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our SEC filings are also available to the public
from our web site at http://www.cisco.com or at the SEC's web site at
http://www.sec.gov.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.

               (a) Annual Report on Form 10-K for the fiscal year ended July 25,
          1998, filed September 25, 1998, including certain information in
          Cisco's Definitive Proxy Statement in connection with Cisco's 1998
          Annual Meeting of Shareholders and certain information in Cisco's
          Annual Report to Shareholders for the fiscal year ended July 25, 1998;

               (b) Cisco's Quarterly Report on Form 10-Q for the fiscal quarter
          ended October 24, 1998, filed December 8, 1998;

               (c) Cisco's Quarterly Report on Form 10-Q for the fiscal quarter
          ended January 23, 1999, filed March 9, 1999, as amended May 14, 1999;

               (d) Cisco's Quarterly Report on Form 10-Q for the fiscal quarter
          ended May 1, 1999, filed June 15, 1999;

               (e) Cisco's Current Report on Form 8-K filed May 14, 1999;

               (f) Cisco's Current Report on Form 8-K filed July 2, 1999;

               (g) The description of Cisco common stock contained in its
          registration statement on Form 8-A filed January 8, 1990, including
          any amendments or reports filed for the purpose of updating such
          descriptions; and

               (h) The description of Cisco's Preferred Stock Purchase Rights,
          contained in its registration statement on Form 8-A filed on June 11,
          1998, including any amendments or reports filed for the purpose of
          updating such description.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                  Larry R. Carter
                  Senior Vice President, Chief Financial Officer and Secretary
                  Cisco Systems, Inc.
                  255 West Tasman Drive
                  San Jose, CA 95134

                                       3
<PAGE>   4
                  408-526-4000

     You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.

                                   THE COMPANY

     Cisco's principal executive offices are located at 255 West Tasman Drive,
San Jose, California 95134. Cisco's telephone number is (408) 526-4000.

                              PLAN OF DISTRIBUTION

     Cisco is registering all 4,894,368 shares (the "Shares") on behalf of
certain selling shareholders. All of the shares either originally were issued by
us or will be issued upon exercise of options to acquire shares of our common
stock in connection with our acquisition of Clarity Wireless Incorporated. We
merged with Clarity Wireless Incorporated and we were the surviving corporation.
Cisco will receive no proceeds from this offering. The Selling Shareholders
named in the table below or pledgees, donees, transferees or other
successors-in-interest selling shares received from a named selling shareholder
as a gift, partnership distribution or other non-sale-related transfer after the
date of this prospectus (collectively, the "Selling Shareholders") may sell the
shares from time to time. The Selling Shareholders will act independently of
Cisco in making decisions with respect to the timing, manner and size of each
sale. The 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, or a combination of,
the following:

          o    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,

          o    purchases by a broker-dealer as principal and resale by such
               broker-dealer for its account pursuant to this prospectus,

          o    an exchange distribution in accordance with the rules of such
               exchange,

          o    ordinary brokerage transactions and transactions in which the
               broker solicits purchasers, and

          o    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.

     The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
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 also may sell shares short and redeliver the shares to
close out such short positions. The Selling Shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell 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. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Shareholders may



                                       4
<PAGE>   5

be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Shareholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. The Selling Shareholders have advised Cisco that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Shareholders.

     The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. 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 our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Shareholders. Cisco 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.

     Cisco will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

          o    the name of each such Selling Shareholder and of the
               participating broker-dealer(s),

          o    the number of shares involved,

          o    the price at which such shares were sold,

          o    the commissions paid or discounts or concessions allowed to such
               broker-dealer(s), where applicable,

          o    that such broker-dealer(s) did not conduct any investigation to
               verify the information set out or incorporated by reference in
               this prospectus, and

          o    other facts material to the transaction.

     In addition, upon being notified by a Selling Shareholder that a donee or
pledgee intends to sell more than 500 shares, Cisco will file a supplement to
this prospectus.

     Cisco will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. 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 and agents,
against certain liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.



                                       5
<PAGE>   6

                              SELLING SHAREHOLDERS

     The following table sets forth the number of shares owned by each of the
Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Cisco within the past three years other than as a result of
the ownership of the shares or other securities of Cisco. No estimate can be
given as to the amount of shares that will be held by the Selling Shareholders
after completion of this offering because the Selling Shareholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The shares offered by this prospectus may be offered from time to time by the
Selling Shareholders named below.
<TABLE>
<CAPTION>

                                                  NUMBER OF SHARES      PERCENT OF    NUMBER OF SHARES
                                                   BENEFICIALLY        OUTSTANDING     REGISTERED FOR
NAME OF SELLING SHAREHOLDER                             OWNED             SHARES       SALE HEREBY(1)
---------------------------                       ----------------     -----------     ---------------
<S>                                                   <C>                 <C>              <C>
Stritter, Edward, P. ..........................         768,570            *                768,570
Raleigh, Greg G. ..............................         764,730            *                764,730
Pollack, Mike A. ..............................         497,984            *                497,984
Jones, Vincent K. IV ..........................         496,466            *                496,466
Wall, Robert T. ...............................         396,843            *                396,843
Johnson, David R. .............................         197,250            *                197,250
82 additional Selling Shareholders, each of
   whom beneficially owns less than one-tenth
   of one percent of the total outstanding
   Common Stock of Cisco as of July 19, 1999 ..       1,172,525            *              1,172,525
                                                      =========        ==========         =========
              Total............................       4,894,368            *              4,894,368
</TABLE>

--------------
 *   Represents beneficial ownership of less than one percent.

(1)  This registration statement also shall cover any additional shares of
     common stock which become issuable in connection with the shares registered
     for sale hereby by reason of any stock divided, stock split,
     recapitalization or other similar transaction effected without the receipt
     of consideration which results in an increase in the number of Cisco's
     outstanding shares of common stock.



                                       6
<PAGE>   7

                                  LEGAL MATTERS

     The validity of the securities offered hereby will be passed upon for Cisco
by Brobeck, Phleger & Harrison LLP, Palo Alto, California.

                                     EXPERTS

     The financial statements as of July 25, 1998 and July 26, 1997 and for each
of the three years in the period ended July 25, 1998 incorporated by reference
in this prospectus, have been incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.




                                       7
<PAGE>   8
================================================================================

We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.

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


                 TABLE OF CONTENTS
                                               PAGE

Where You Can Find More Information...............3
The Company.......................................4
Plan of Distribution..............................4
Selling Shareholders..............................6
Legal Matters.....................................7
Experts...........................................7

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









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



                               CISCO SYSTEMS, INC.



                                4,894,368 SHARES
                                 OF COMMON STOCK




                               ......... .........

                                   PROSPECTUS
                               ......... .........







                                 AUGUST 6, 1999

================================================================================
<PAGE>   9
                                     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 in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee.
<TABLE>

<S>                                                       <C>
              SEC Registration fee                         $ 83,557
              Legal fees and expenses                        15,000
              Accounting fees and expenses                    5,000
              Printing Fees                                   5,000
              Transfer Agent Fees                             5,000
              Miscellaneous                                  11,000
                                                           --------
                   Total                                   $124,557
                                                           ========
</TABLE>


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. Cisco's Restated Articles of Incorporation, as
amended, and Amended Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, Cisco has entered into
indemnification agreements with each of its directors and officers.

ITEM 16.  EXHIBITS
<TABLE>

<S>      <C>
 2.1     Agreement of Merger between Cisco Systems, Inc. and Clarity Wireless Incorporated
 5.1     Opinion of Brobeck, Phleger & Harrison LLP
23.1     Consent of PricewaterhouseCoopers LLP
23.2     Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion of Brobeck, Phleger & Harrison LLP filed as
         Exhibit 5.1 hereto)
24.1     Power of Attorney (included on page II-3 of this registration statement)
</TABLE>

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.

     (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.
<PAGE>   10

     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 SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is 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, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.



                                       2
<PAGE>   11

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 6th day of
August, 1999.

                     CISCO SYSTEMS, INC.


                     By       /s/  John T. Chambers
                              ---------------------
                              John T. Chambers,
                              President, Chief Executive Officer and Secretary

     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, and 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 Cisco and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

SIGNATURES                                                          TITLE                              DATE
----------                                                          -----                              ----
<S>                                               <C>                                              <C>
/s/ John T. Chambers                              President, Chief Executive Officer and           August 6, 1999
-----------------------------------               Director
John T. Chambers                                  (Principal Executive Officer)






/s/ Larry R. Carter                               Senior Vice President, Finance and               August 6, 1999
-----------------------------------               Administration, Chief Financial Officer
Larry R. Carter                                   and Secretary
                                                  (Principal Financial and Accounting
                                                  Officer)






/s/ John P. Morgridge                             Chairman of the Board and Director               August 6, 1999
---------------------------------------
John P. Morgridge



/s/ Donald T. Valentine                           Director                                         August 6, 1999
---------------------------------------
Donald T. Valentine

</TABLE>


                                       3
<PAGE>   12
<TABLE>
<CAPTION>

SIGNATURES                                          TITLE                 DATE
----------                                          -----                 ----
<S>                                               <C>                <C>
/s/ James F. Gibbons                              Director           August 6, 1999
---------------------------------------
James F. Gibbons



/s/ Robert L. Puette                              Director           August 6, 1999
---------------------------------------
Robert L. Puette



/s/ Masayoshi Son                                 Director           August 6, 1999
---------------------------------------
Masayoshi Son



/s/ Steven M. West                                 Director           August 6, 1999
---------------------------------------
Steven M. West



/s/ Edward R. Kozel                                Director           August 6, 1999
---------------------------------------
Edward R. Kozel



/s/ Carol A. Bartz                                 Director           August 6, 1999
---------------------------------------
Carol A. Bartz



/s/ James C. Morgan                                Director           August 6, 1999
---------------------------------------
James C. Morgan



/s/ Mary Cirillo                                   Director           August 6, 1999
---------------------------------------
Mary Cirillo



/s/ Arun Sarin                                     Director           August 6, 1999
---------------------------------------
Arun Sarin

</TABLE>


                                       4
<PAGE>   13

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

   Exhibit
   Number                                 Exhibit Title
   ------                                 --------------
<S>            <C>
   2.1         Agreement of Merger between Cisco Systems, Inc. and Clarity Wireless Incorporated
   5.1         Opinion of Brobeck, Phleger & Harrison LLP
   23.1        Consent of PricewaterhouseCoopers LLP
   23.2        Consent of Brobeck,  Phleger & Harrison LLP (included in the Opinion of BPH filed as Exhibit
               5.1)
   24.1        Power of Attorney (included on page II-3 of this registration statement)

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