<SUBMISSION>
<ACCESSION-NUMBER>0001095811-01-001541
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010221
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CISCO SYSTEMS INC
<CIK>0000858877
<ASSIGNED-SIC>3576
<IRS-NUMBER>770059951
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0731
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-56004
<FILM-NUMBER>1551410
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>170 W TASMAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134-1706
<PHONE>4085264000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>225 WEST TASMAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134-1706
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>f69606ors-3.txt
<DESCRIPTION>FORM S-3
<TEXT>

<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2001

                                                     REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       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)

<TABLE>
<S>                                              <C>
                   CALIFORNIA                                       77-0059951
        (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)
</TABLE>

                             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.
                             300 EAST 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:
                              MARK E. BETZEN, P.C.
                        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 OF
    CLASS OF SECURITIES              TO BE             AGGREGATE OFFERING          AGGREGATE              REGISTRATION
     TO BE REGISTERED              REGISTERED          PRICE PER SHARE(2)       OFFERING PRICE                FEE
---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                     <C>                  <C>                        <C>
Common Stock, $0.001 par
  value per share(1).......          711,046               $27.38               $19,468,439.48             $4,867.11
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes associated rights to purchase shares of Series A Junior
    Participating Preferred Stock, par value $0.001 per share, of Cisco
    Systems, Inc.

(2) The price of $27.37, the average of the high and low prices of Cisco's
    common stock on The Nasdaq National Market on February 20, 2001, 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 WHICH 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 SECURITIES AND EXCHANGE COMMISSION,
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 THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2001

PRELIMINARY PROSPECTUS

                                 711,046 Shares

                              CISCO SYSTEMS, INC.

                                  Common Stock

     The 711,046 shares of our common stock offered by this prospectus were
originally issued by us to the former shareholders of Netiverse, Inc. in
connection with our acquisition of Netiverse, Inc. All of the shares may be
resold from time to time by the holders of shares.

     The prices at which the shareholders may sell the shares will be determined
by the prevailing market price for shares of our common stock 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 February 20, 2001, the last sale price of our common stock as
reported on The Nasdaq National Market was $26.0625.

     INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTIONS ENTITLED
"RISK FACTORS" IN THE DOCUMENTS WE FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION THAT ARE INCORPORATED BY REFERENCES IN THIS PROSPECTUS FOR CERTAIN
RISKS AND UNCERTAINTIES THAT YOU SHOULD CONSIDER.

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

     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 February __, 2001.
<PAGE>   3

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                            PAGE
                                                            ----
<S>                                                         <C>
            Where You Can Find More Information...............1
            Incorporation of Certain Documents by Reference...1
            The Company.......................................2
            Plan of Distribution..............................2
            Selling Shareholders..............................5
            Use of Proceeds...................................6
            Legal Matters.....................................6
            Experts...........................................6
</TABLE>

                      WHERE YOU CAN FIND MORE INFORMATION

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

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, 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 except for any information superseded by information contained
directly in this prospectus or in later filed documents incorporated by
reference in this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and prior to the time all of the securities
offered by this prospectus are sold.

          (a) Our Annual Report on Form 10-K for the fiscal year ended July 29,
     2000;

          (b) Our Quarterly Report on Form 10-Q for the quarter ended October
     28, 2000;

          (c) Our Current Reports on Form 8-K filed on December 15, 1999 (as
     amended on Form 8-K/A filed on February 3, 2000 and on Form 8-K/A-1 filed
     on August 4, 2000), August 15, 2000, September 7, 2000, September 15, 2000,
     September 26, 2000, September 28, 2000, September 29, 2000, November 6,
     2000, November 7, 2000, November 13, 2000, November 15, 2000, December 19,
     2000, December 21, 2000, December 27, 2000, February 7, 2001, February 8,
     2001 and February 20, 2001;

          (d) The description of our common stock contained in our registration
     statement on Form 8-A filed January 11, 1990, including any amendments or
     reports filed for the purpose of updating such description; and

          (e) The description of our preferred stock purchase rights, contained
     in our registration statement on Form 8-A filed on June 11, 1998, including
     any amendments or reports filed for the purpose of updating such
     description.

                                        1
<PAGE>   4

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
        Investor Relations
        Cisco Systems, Inc.
        170 West Tasman Drive
        San Jose, CA 95134-1706
        408-526-4000

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone 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 any prospectus supplement is
accurate as of any date other than the date on the front of this Prospectus.

                                  THE COMPANY

     Our principal executive offices are located at 170 West Tasman Drive,
San Jose, California 95134-1706. Our telephone number is (408) 526-4000.

                              PLAN OF DISTRIBUTION

     We are registering all 711,046 shares on behalf of the selling
shareholders. 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 may sell the shares
from time to time. The selling shareholders may also decide not to sell all the
shares they are allowed to sell under this prospectus. The selling shareholders
will act independently of us 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 prices, 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:

     - a block trade in which the broker-dealer so engaged will attempt to sell
       shares as agent but may position and resell a portion of the block as
       principal to facilitate the transaction;

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

     - an exchange distribution in accordance with the rules of such exchange;

                                        2
<PAGE>   5

     - ordinary brokerage transactions and transactions in which the broker
       solicits purchasers; and

     - 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 shares or otherwise. In such
transactions, broker-dealers may engage in short sales of shares in the course
of hedging the positions they assume with selling shareholders. The selling
shareholders also may sell shares short and redeliver shares to close out such
short positions. The selling shareholders may enter into option or other
transactions with broker-dealers which require the delivery of shares to the
broker-dealer. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The selling shareholders also may loan or
pledge shares to a broker-dealer. The broker-dealer may sell the shares so
loaned, or upon a default the broker-dealer may sell the shares so pledged,
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 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 transactions involving
shares. 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 of 1933 in connection with sales of
shares. Accordingly, any such commission, discount or concession received by
them and any profit on the resale of shares purchased by them may be deemed to
be underwriting discounts or commissions under the Securities Act of 1933.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act of
1933. In addition, any shares covered by this prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act of 1933 may be sold
under Rule 144 rather than pursuant to this prospectus. The selling shareholders
have advised us that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their shares.

     The shares may 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 of 1934, any
person engaged in the distribution of 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
of 1934 and the associated rules and regulations under the Exchange Act of 1934,
including Regulation M, which provisions may limit the timing of purchases and
sales of shares of our common stock by the selling shareholders. We will make
copies of this prospectus available to the selling shareholders and have
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.

     We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act of 1933 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,

                                        3
<PAGE>   6

exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:

     - the name of each such selling shareholder and of the participating
       broker-dealer(s);

     - the number of shares involved;

     - the price at which such shares were sold;

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

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

     - other facts material to the transaction.

     We 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.

                                        4
<PAGE>   7

                              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 us within the past three years other than as a result of the
ownership of our common stock or other securities of ours or as a result of
their employment with us as of the date of the closing of the acquisition of
Netiverse, Inc. No estimate can be given as to the amount of our common stock
that will be held by the selling shareholders after completion of this offering
because the selling shareholders may offer all, some or none of their shares.
The shares offered by this prospectus may be offered from time to time by the
selling shareholders named below.


<TABLE>
<CAPTION>
                                                NUMBER OF                                 NUMBER OF
                                                 SHARES            PERCENT OF              SHARES
                                              BENEFICIALLY         OUTSTANDING          REGISTERED FOR
NAME OF SELLING SHAREHOLDER                      OWNED               SHARES              SALE HEREBY
------------------------------------------------------------------------------------------------------------
<S>                                            <C>                      <C>                <C>
Cassidy Bridget A.                                2,202                  *                    2,202
Chanak, John A.                                  37,880                  *                   37,880
Chanak, Michael James                             1,761                  *                    1,761
Chou, Wesley S.                                   8,808                  *                    8,808
Colbert, Robert J.                                5,285                  *                    5,285
DeSantis Samuel R.                                  440                  *                      440
Egbert, Chandan                                  19,821                  *                   19,821
Farley, Rebecca                                  13,214                  *                   13,214
Fenton, John C.                                  24,665                  *                   24,665
Fredericks, Keith A.                              5,285                  *                    5,285
Han, xiaoping                                    17,618                  *                   17,618
Hayes, Kenneth A.                                 7,047                  *                    7,047
Hoch, Margot                                        991                  *                      991
Hubenthal, Mahlon                                 8,809                  *                    8,809
Knight, Joanne                                      590                  *                      590
LeRoy, Clinton                                      991                  *                      991
LeRoy, David J.                                  37,660                  *                   37,660
Majee, Sumandra                                   8,809                  *                    8,809
Marrero, Noel M.                                 12,333                  *                   12,333
Mathison, Paul T.                                 3,523                  *                    3,523
McCormack, Kathleen E.                            3,964                  *                    3,964
Metcalf, Jillian K                                4,404                  *                    4,404
Moen, Daniel G.                                   5,284                  *                    5,284
Nelson, Jeffrey                                     528                  *                      528
Nelson, Richard                                     528                  *                      528
Nelson, Teresa                                      528                  *                      528
Nelson, William M                                38,056                  *                   38,056
Nguyen, Anh Tien                                 17,618                  *                   17,618
Peterson, Gregg                                  17,618                  *                   17,618
Rao, Anantha                                        991                  *                      991
Rao, Gattupalli S.                               18,057                  *                   18,057
Rao, Nandini R.                                   3,523                  *                    3,523
Redmore, Josh                                       991                  *                      991
Redmore, Seth S.                                 37,660                  *                   37,660
Schoonmaker, Allen H.                             5,285                  *                    5,285
Sequoia Capital Entrepreneurs Fund               20,261                  *                   20,261
Sequoia Capital IX                              131,629                  *                  131,629
Sequoia Capital IX Principals Fund               24,296                  *                   24,296
Singh, Gururaj                                   88,093                  *                   88,093
Smith, Marshall                                     886                  *                      886
Strawn, Gary A.                                   7,047                  *                    7,047
Stuppi LLC                                       11,011                  *                   11,011
Truon, Hung Q.                                    4,404                  *                    4,404
Waterman, Alexander S.                           38,541                  *                   38,541
Waterman, Robert S.                                 660                  *                      660
Westphal, Christian J.                            6,166                  *                    6,166
Yim, Derrick                                      5,285                  *                    5,285
                                                -------                                     -------
                                                711,046                                     711,046
</TABLE>

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


                                        5


<PAGE>   8
                                USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
shareholders.


                                 LEGAL MATTERS

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

                                    EXPERTS

     Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended July 29, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
accounting and auditing.

     PricewaterhouseCoopers LLP ("PWC"), our independent accountants, has
notified us that PWC is engaged in discussions with the Securities and Exchange
Commission following an internal review by PWC, pursuant to an administrative
settlement with the Securities and Exchange Commission, of PWC's compliance with
auditor guidelines. PWC has advised us that we are one of the companies affected
by such discussions. We are not involved in the discussions between the
Securities and Exchange Commission and PWC and cannot predict the result of
those discussions.

                                        6
<PAGE>   9

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

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.




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

                               CISCO SYSTEMS, INC.



                                 711,046 SHARES
                                 OF COMMON STOCK



                                  ------------
                                   PROSPECTUS
                                  ------------






                               February __, 2001


================================================================================
<PAGE>   10

                                    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 us in connection with the
sale of common stock being registered. All amounts are estimates except the
Securities and Exchange Commission registration fee.

<TABLE>
<S>                                                           <C>
Securities and Exchange Commission Registration Fee.........   $ 4,867.11
Legal Fees and Expenses.....................................    15,000.00
Accounting Fees and Expenses................................     5,000.00
Printing Fees...............................................     5,000.00
Transfer Agent Fees.........................................     5,000.00
Miscellaneous...............................................    11,000.00
                                                               ----------
  Total.....................................................   $45,867.11
                                                               ==========
</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 of 1933. Our Restated Articles of
Incorporation, and Bylaws provide for indemnification of our directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. In addition, we have entered into indemnification
agreements with each of our directors and officers.

ITEM 16. EXHIBITS

<TABLE>
<S>         <C>
     4.1    Restated Articles of Incorporation of Cisco Systems, Inc., as
            currently in effect
     4.2    Amended and Restated Bylaws of Cisco Systems, Inc., as currently in
            effect
     4.3    Rights Agreement between Cisco Systems, Inc. and Bank Boston, N.A.,
            dated as of June 10, 1998, as amended (incorporated by reference to
            our Current Report on Form 8-K filed on June 11, 1998 and our Annual
            Report on Form 10-K for the fiscal year ended July 29, 2000 filed on
            September 29, 2000)
     5.1    Opinion of Brobeck, Phleger & Harrison LLP
    23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants
    23.2    Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
    24.1    Power of Attorney (included on Page II-3 of this
            registration statement)
</TABLE>

ITEM 17. UNDERTAKINGS

A.   The 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 this Registration
          Statement or any material change to such information in this
          Registration Statement;

     provided, however, that paragraphs (A) (1) (i) and (A) (1) (ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this 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; and

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

B.   The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the 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 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.




                                      II-1
<PAGE>   11

          (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
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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, we will, unless in the opinion
of our 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 of 1933 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, 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
<PAGE>   12

                                   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 San Jose, State of California, on this 21st day of
February, 2001.

                                          CISCO SYSTEMS, INC.

                                          By      /s/ JOHN T. CHAMBERS
                                            ------------------------------------
                                                      John T. Chambers
                                                 President, Chief Executive
                                                    Officer and Director

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry R. Carter as his true and lawful
attorney-in-fact and agent, 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 attorney-in-fact and agent 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 attorney-in-fact and agent
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    February 21, 2001
------------------------------------------   Director (Principal Executive Officer)
             John T. Chambers

           /s/ LARRY R. CARTER                 Senior Vice President, Finance and      February 21, 2001
------------------------------------------   Administration, Chief Financial Officer,
             Larry R. Carter                    Secretary and Director (Principal
                                                Financial and Accounting Officer)

          /s/ JOHN P. MORGRIDGE                Chairman of the Board and Director      February 21, 2001
------------------------------------------
            John P. Morgridge

         /s/ DONALD T. VALENTINE                   Vice Chairman and Director          February 21, 2001
------------------------------------------
           Donald T. Valentine

           /s/ JAMES F. GIBBONS                             Director                   February 21, 2001
------------------------------------------
             James F. Gibbons

            /s/ STEVEN M. WEST                              Director                   February 21, 2001
------------------------------------------
              Steven M. West

           /s/ EDWARD R. KOZEL                              Director                   February 21, 2001
------------------------------------------
             Edward R. Kozel
</TABLE>

                                      II-3
<PAGE>   13

<TABLE>
<CAPTION>
                SIGNATURES                                    TITLE                        DATE
                ----------                                    -----                        ----
<S>                                         <C>                                        <C>
            /s/ CAROL A. BARTZ                              Director                   February 21, 2001
------------------------------------------
              Carol A. Bartz

           /s/ JAMES C. MORGAN                              Director                   February 21, 2001
------------------------------------------
             James C. Morgan

             /s/ MARY CIRILLO                               Director                   February 21, 2001
------------------------------------------
               Mary Cirillo

              /s/ ARUN SARIN                                Director                   February 21, 2001
------------------------------------------
                Arun Sarin

             /s/ JERRY YANG                                 Director                   February 21, 2001
------------------------------------------
                Jerry Yang

             /s/ CARLY FIORINA                              Director                   February 21, 2001
------------------------------------------
                CARLY FIORINA


</TABLE>

                                      II-4
<PAGE>   14
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           EXHIBIT TITLE
-------                          -------------
<S>      <C>
  4.1    Restated Articles of Incorporation of Cisco Systems, Inc., as currently
         in effect
  4.2    Amended and Restated Bylaws of Cisco Systems, Inc., as currently in
         effect
  4.3    Rights Agreement between Cisco Systems, Inc. and Bank Boston, N.A.,
         dated as of June 10, 1998, as amended  (incorporated by reference to
         our Current Report on Form 8-K filed on June 11, 1998 and our Annual
         Report on Form 10-K for the fiscal year ended July 29, 2000, filed
         September 29, 2000)
  5.1    Opinion of Brobeck, Phleger & Harrison LLP
 23.1    Consent of PricewaterhouseCoopers LLP, Independent Accountants
 23.2    Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
 24.1    Power of Attorney (included on Page II-3 of this
         registration statement)
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>f69606orex4-1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.1


                       RESTATED ARTICLES OF INCORPORATION
                             OF CISCO SYSTEMS, INC.,
                            A CALIFORNIA CORPORATION



        The undersigned, John T. Chambers and Larry R. Carter, hereby certify
that:

        ONE: They are the duly elected and acting President and Secretary,
respectively, of said corporation.

        TWO: The Restated Articles of Incorporation of said corporation shall be
amended and restated in its entirety to read in full as follows:

                                    ARTICLE I

        The name of this corporation is Cisco Systems, Inc.

                                   ARTICLE II

        The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

        The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                                   ARTICLE IV

        (A) CLASSES OF STOCK. This corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares that the corporation is authorized to issue
is Twenty Billion Five Million (20,005,000,000) shares. Twenty Billion
(20,000,000,000) shares shall be Common Stock, par value of $0.001, and Five
Million (5,000,000) shares shall be Preferred Stock.

        (B) RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The
Preferred Stock authorized by these Restated Articles of Incorporation may be
issued from time to time in series. The Board of Directors is hereby authorized
to fix or alter the rights, preferences, privileges and restrictions granted to
or imposed upon series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or of any of them. Subject to
compliance with applicable protective voting rights that have been or may be
granted to the Preferred Stock or any series thereof in any Certificate of
Determination or the corporation's Articles of Incorporation ("Protective
Provisions"), but notwithstanding any other rights of the

<PAGE>   2

Preferred Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
with (including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred Stock or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors also is authorized to
increase or decrease the number of shares of any series prior or subsequent to
the issue of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

        1. REPURCHASE OF SHARES. In connection with repurchases by this
corporation of its Common Stock pursuant to its agreements with certain of the
holders thereof, Sections 502 and 503 of the California General Corporation Law
shall not apply in whole or in part with respect to such repurchases.

        (C) COMMON STOCK.

        1. DIVIDEND RIGHTS. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of the corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.

        2. LIQUIDATION RIGHTS. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to liquidation,
upon the liquidation, dissolution or winding up of the corporation, the assets
of the corporation shall be distributed to the holders of the Common Stock.

        3. REDEMPTION. The Common Stock is not redeemable.

        4. VOTING RIGHTS. The holder of each share of Common Stock shall have
the right to one vote, and shall be entitled to notice of any shareholders'
meeting in accordance with the Bylaws of this corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law.

        (D) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK. The shares of such
series shall be designated as "Series A Junior Participating Stock" (the "Series
A Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be one million two hundred thousand (1,200,000). Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock. The rights,
preferences, privileges, and restrictions granted and imposed on the Series A
Preferred Stock are as set forth below in this Article VII.

<PAGE>   3

        1. DIVIDENDS AND DISTRIBUTIONS.

        (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, each holder of a share of Series A
Preferred Stock, in preference to the holders of shares of Common Stock, par
value $.001 per share (the "Common Stock"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to, subject to the
provision for adjustment hereinafter set forth, Ten Thousand (10,000) times the
aggregate per share amount of all cash dividends, and Ten Thousand (10,000)
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of a share or fraction of Series A
Preferred Stock. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

        (B) The Corporation shall declare a dividend or distribution on the
shares of Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided, however,
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Distribution Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $.000001 per
share of Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

        (C) Dividends shall begin to accrue and be cumulative on each
outstanding share of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such share of Series A
Preferred Stock, unless the date of issue of such share is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such share shall begin to accrue from the date of issue of such share, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such

<PAGE>   4

dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

        2. VOTING RIGHTS. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

        (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to Ten
Thousand (10,000) votes on all matters submitted to a vote of the shareholders
of the Corporation. In the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

        (B) Except as otherwise provided herein, in any other Certificate of
Determination creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.

        (C) Except as set forth herein, or as otherwise provided by law, holders
of Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

        3. CERTAIN RESTRICTIONS.

        (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

        (i) declare or pay dividends, or make any other distributions, on any
        shares of stock ranking junior (either as to dividends or upon
        liquidation, dissolution or winding up) to the Series A Preferred Stock;

<PAGE>   5

        (ii) declare or pay dividends, or make any other distributions, on any
        shares of stock ranking on a parity (either as to dividends or upon
        liquidation, dissolution or winding up) with the Series A Preferred
        Stock, except dividends paid ratably on the shares of Series A Preferred
        Stock and all such parity stock on which dividends are payable or in
        arrears in proportion to the total amounts to which the holders of all
        such shares are then entitled;

        (iii) redeem or purchase or otherwise acquire for consideration shares
        of any stock ranking junior (either as to dividends or upon liquidation,
        dissolution or winding up) to the Series A Preferred Stock, provided
        that the Corporation may at any time redeem, purchase or otherwise
        acquire shares of any such junior stock in exchange for shares of any
        stock of the Corporation ranking junior (either as to dividends or upon
        dissolution, liquidation or winding up) to the Series A Preferred Stock;
        or

        (iv) redeem or purchase or otherwise acquire for consideration any
        shares of Series A Preferred Stock, or any shares of stock ranking on a
        parity with the Series A Preferred Stock, except in accordance with a
        purchase offer made in writing or by publication (as determined by the
        Board of Directors) to all holders of such shares upon such terms as the
        Board of Directors, after consideration of the respective annual
        dividend rates and other relative rights and preferences of the
        respective series and classes, shall determine in good faith will result
        in fair and equitable treatment among the respective series or classes.

        (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

        4. REACQUIRED SHARES. Any shares of Series A Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock subject to
the conditions and restrictions on issuance set forth herein, in the Articles of
Incorporation, or in any other Certificate of Determination creating a series of
Preferred Stock or any similar stock or as otherwise required by law.

        5. LIQUIDATION, DISSOLUTION OR WINDING UP.

        (A) Upon any liquidation, dissolution or winding up of the Corporation,
no distribution shall be made (1) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received Ten Thousand Dollars ($10,000) per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series A Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 10,000 times the

<PAGE>   6

aggregate amount to be distributed per share to holders of shares of Common
Stock, or (2) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

        (B) In the event, however, that there are not sufficient assets
available to permit payment in full to the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

        (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

        6. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to Ten Thousand (10,000) times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged. In the event
the Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction,

<PAGE>   7

the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

        7. NO REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable.

        8. RANK. The Series A Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Corporation's Preferred Stock.

        9. AMENDMENT. The Restated Articles of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least a
majority of the outstanding shares of Series A Preferred Stock, voting together
as a single class.

                                    ARTICLE V

        (A) The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

        (B) The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code,

<PAGE>   8

subject only to applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the corporation
and its shareholders.

                                   ARTICLE VI

        Shareholders of this corporation shall not be entitled to cumulate their
votes at any election of directors of this corporation. The corporation's common
stock is qualified for trading on the Nasdaq National Market and there were at
least 800 holders of its equity securities as of the record date of the most
recent annual shareholders meeting.







        THREE: The foregoing restatement of the Restated Articles of
Incorporation, as amended, has been duly approved by the Board of Directors of
said corporation and does not require shareholder approval pursuant to section
910(b) of the California Corporations Code.


        IN WITNESS WHEREOF, the undersigned have executed these Restated
Articles of Incorporation on the 15th of November, 2000.



                                       /s/ JOHN T. CHAMBERS
                                       -----------------------------------------
                                       John T. Chambers, President




                                       /s/ LARRY R. CARTER
                                       -----------------------------------------
                                       Larry R. Carter, Secretary

<PAGE>   9

        The undersigned certifies under penalty of perjury that they have read
the foregoing Restated Articles of Incorporation and know the contents thereof,
and that the statements therein are true.

        Executed at San Jose, California, on November 15, 2000.



                                       /s/ John T. Chambers
                                       -----------------------------------------
                                       John T. Chambers



                                       /s/ Larry R. Carter
                                       -----------------------------------------
                                       Larry R. Carter
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>f69606orex4-2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                               CISCO SYSTEMS, INC.

                 (AS AMENDED MARCH 10, 1985, DECEMBER 10, 1987,
               OCTOBER 11, 1988, DECEMBER 20, 1989, JULY 31, 1996,
              JUNE 8, 1998, NOVEMBER 10, 1999 and JANUARY 9, 2001)


                                   Article 1.

                                    - OFFICES

        Section 1.01 The principal executive offices of Cisco Systems, Inc. (the
"Corporation") shall be at such place inside or outside the State of California
as the Board of Directors may determine from time to time.

        Section 1.02 The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate, or as the business of
the Corporation may require

                                   Article 2.

                            - SHAREHOLDERS' MEETINGS

        Section 2.01 Annual Meetings. The annual meeting of the shareholders of
the Corporation for the election of directors to succeed those whose terms
expire and for the transaction of such other business as may properly come
before the meeting shall be held each year on the second Thursday in November at
10:00 a.m. at the principal office of the Corporation, or at such other time and
place as may be determined by the Board of Directors.

        Section 2.02 Special Meetings. Special meetings of the shareholders may
be called at any time by the Chairman of the Board, by the President, by the
Board of Directors, or by one or more shareholders holding not less than ten
percent (10%) of the voting power of the Corporation on the record date
established pursuant to Article 5, Section 5.01 of these Bylaws. The person or
persons calling any such meeting shall concurrently specify the purpose of such
meeting and the business proposed to be transacted at such meeting. In
connection with any special meeting called in accordance with the provisions of
this Article 2, Section 2.02, upon request in writing sent by registered mail to
the Chairman of the Board, the President, a Vice President or the Secretary of
the Corporation, or delivered to any such officer in person, by the person or
persons calling such meeting (such request, if sent by a shareholder or
shareholders, to include the information required by Article 2, Section 2.12 of
these Bylaws), it shall be the duty of such officer, subject to the immediately
succeeding sentence, to cause notice of such meeting to be given in accordance
with Article 2, Section 2.04 of these Bylaws as promptly as reasonably
practicable and, in connection therewith, to establish the place and, subject to
Section 601(c) of the California Corporations' Code, the date and hour of such
meeting. Within five (5) business

<PAGE>   2

days after receiving such a request from a shareholder or shareholders of the
Corporation, the Board of Directors shall determine whether such shareholder or
shareholders have satisfied the requirements for calling a special meeting of
the shareholders and notify the requesting party or parties of its finding.


        Section 2.03 Place. All meetings of the shareholders shall be at any
place within or without the State of California designated either by the Board
of Directors or the President of the Corporation. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Corporation.

        Section 2.04 Notice. Notice of meetings of the shareholders of the
Corporation shall be given in writing to each shareholder entitled to vote,
either personally or by first-class mail (unless the Corporation has 500 or more
shareholders determined as provided by the California Corporations Code on the
record date for the meeting, in which case notice may be sent by third-class
mail) or other means of written communication, charges prepaid, addressed to the
shareholder at his address appearing on the books of the Corporation or given by
the shareholder to the Corporation for the purpose of notice. Notice of any such
meeting of shareholders shall be sent to each shareholder entitled thereto not
less than ten (10) days (or, if sent by third-class mail, thirty (30) days) nor
more than sixty (60) days before the meeting. Said notice shall state the place,
date and hour of the meeting and, (1) in the case of special meetings, the
purpose of the meeting and the business proposed to be transacted, or (2) in the
case of annual meetings, those matters which the Board of Directors, at the time
of the mailing of the notice, intends to present for action by the shareholders,
and (3) in the case of any meeting at which directors are to be elected, the
names of the nominees intended at the time of the mailing of the notice to be
presented by management for election.

        Section 2.05 Adjourned Meetings. Any shareholders' meeting may be
adjourned from time to time by (1) the vote of the holders of a majority of the
voting shares present at the meeting either in person or by proxy or (2) the
presiding officer of the meeting. Written notice of the place, date and hour of
any adjourned meeting need not be given if such place, date and hour are
announced at the meeting at which the adjournment is taken; provided, however,
that if the adjournment is for more than forty-five (45) days or, if after the
adjournment, a new record date is fixed for the adjourned meeting, written
notice of the place, date and hour of the adjourned meeting must be given in
conformity with Article 2, Section 2.04 of these Bylaws. At any adjourned
meeting, any business may be transacted which properly could have been
transacted at the original meeting.

        Section 2.06 Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the shares entitled to vote at any meeting
constitutes a quorum for the transaction of business. The shareholders present
at a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum or, if required by the California Corporations Code or the
Articles of Incorporation of the Corporation, the vote of a greater number or
voting by classes.



                                       2
<PAGE>   3

        In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but no other
business may be transacted, except as provided above.

        Section 2.07 Consent to Shareholder Action. Any action which may be
taken at any meeting of shareholders may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares on the record date established
pursuant to Article 5, Section 5.01 of these Bylaws having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted; provided, however, that (1) unless the consents of all shareholders
entitled to vote have been solicited in writing, notice of any shareholder
approval without a meeting by less than unanimous written consent shall be given
as required by the California Corporations Code, and (2) directors may not be
elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.

        Any written consent may be revoked by a writing received by the
Secretary of the Corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed with
the Secretary.

        Section 2.08 Waiver of Notice. The transactions of any meeting of
shareholders, however called and noticed, and whenever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting, or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

        Section 2.09 Voting. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in person, or by
proxy appointed in a writing subscribed by such shareholder and bearing a date
not more than eleven (11) months prior to said meeting, unless the writing
states that it is irrevocable and satisfies Section 705(e) of the California
Corporations Code, in which event it is irrevocable for the period specified in
said writing and said Section 705(e). The voting at meetings of shareholders
need not be by ballot, but any qualified shareholder before the voting begins
may demand that voting be by ballot, each of which shall state the name of the
shareholder or proxy voting and the number of shares voted by such shareholder
or proxy.

        Section 2.10 Record Dates. In the event the Board of Directors fixes a
day for the determination of shareholders of record entitled to vote as provided
in Article 5, Section 5.01 of these Bylaws, then, subject to the provisions of
the General Corporation Law of the State of California, only persons in whose
name shares entitled to vote stand on the stock records of the Corporation at
the close of business on such day shall be entitled to vote.



                                       3
<PAGE>   4

        If no record date is fixed:

        The record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on which the
meeting is held;

        In order that the Corporation may determine the shareholders entitled to
consent to corporate action in writing without a meeting or request a special
meeting of the shareholders, the Board of Directors shall fix a record date,
which record date shall not precede the date upon which the resolution fixing
such record date is adopted by the Board of Directors. Any shareholder of record
seeking to have the shareholders authorize or take corporate action by written
consent or request a special meeting of the shareholders shall, by written
notice to the Secretary, request the Board of Directors to fix a record date.
The Board of Directors shall promptly, but in no event later than twenty-eight
(28) days after the date on which such request is received, adopt a resolution
fixing the record date; and

        The record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.

        A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
but the Board of Directors shall fix a new record date if the meeting is
adjourned for more than forty-five (45) days.

        Section 2.11 Order of Business.

        The Chairman of the Board, or such other officer of the Corporation
designated by a majority of the Board of Directors, will call meetings of the
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of the shareholders will also determine the
order of business and have the authority in his or her sole discretion to
regulate the conduct of any such meeting, including without limitation by (i)
imposing restrictions on the persons (other than shareholders of the Corporation
or their duly appointed proxies) who may attend any such shareholders' meeting,
(ii) ascertaining whether any shareholder or his proxy may be excluded from any
meeting of the shareholders based upon any determination by the presiding
officer, in his or her sole discretion, that any such person has unduly
disrupted or is likely to disrupt the proceedings thereat, and (iii) determining
the circumstances in which any person may make a statement or ask questions at
any meeting of the shareholders.

        At an annual meeting of the shareholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the meeting by
the presiding officer or by or at the direction of a majority of the Board of
Directors, or (iii) otherwise properly requested to be brought before the
meeting by a shareholder of the



                                       4
<PAGE>   5

Corporation in accordance with the immediately succeeding sentence. For business
to be properly requested by a shareholder to be brought before an annual
meeting, the shareholder must (i) be a shareholder of record at the time of the
giving of the notice of such annual meeting by or at the direction of the Board
of Directors, (ii) be entitled to vote at such meeting, and (iii) have given
timely written notice thereof to the Secretary in accordance with Article 2,
Section 2.12 of these Bylaws.

        Nominations of persons for election as Directors of the Corporation may
be made at an annual meeting of shareholders only (i) by or at the direction of
the Board of Directors or (ii) by any shareholder who is a shareholder of record
at the time of the giving of the notice of such annual meeting by or at the
direction of the Board of Directors, who is entitled to vote for the election of
directors at such meeting and who has given timely written notice thereof to the
Secretary in accordance with Article 2, Section 2.12 of these Bylaws. Only
persons who are nominated in accordance with this Article 2, Section 2.11 will
be eligible for election at a meeting of shareholders as Directors of the
Corporation.

        At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Chairman of the Board, the President, a Vice President or the Secretary
or (ii) otherwise properly brought before the meeting by the presiding officer
or by or at the direction of a majority of the Board of Directors.

        The determination of whether any business sought to be brought before
any annual or special meeting of the shareholders is properly brought before
such meeting in accordance with this Article 2, Section 2.11, and whether any
nomination of a person for election as a Director of the Corporation at any
annual meeting of the shareholders was properly made in accordance with this
Article 2, Section 2.11, will be made by the presiding officer of such meeting.
If the presiding officer determines that any business is not properly brought
before such meeting, or any nomination was not properly made, he or she will so
declare to the meeting and any such business will not be conducted or considered
and any such nomination will be disregarded.

        Section 2.12 Advance Notice of Shareholder Proposals and Director
Nominations. To be timely for purposes of Article 2, Section 2.11 of these
Bylaws, a shareholder's notice must be addressed to the Secretary and delivered
or mailed to and received at the principal executive offices of the Corporation
not less than sixty (60) nor more than ninety (90) calendar days prior to the
anniversary date of the date (as specified in the Corporation's proxy materials
for its immediately preceding annual meeting of shareholders) on which the
Corporation first mailed its proxy materials for its immediately preceding
annual meeting of shareholders ; provided, however, that in the event the annual
meeting is called for a date that is not within thirty (30) calendar days of the
anniversary date of the date on which the immediately preceding annual meeting
of shareholders was called, to be timely, notice by the shareholder must be so
received not later than the close of business on the tenth (10th) calendar day
following the day on which public announcement of the date of the annual meeting
is first made. In no event will the public announcement of an adjournment of an
annual meeting of



                                       5
<PAGE>   6

shareholders commence a new time period for the giving of a shareholder's not as
provided above.

        In the case of a request by a shareholder for business to be brought
before any annual meeting of shareholders, a shareholder's notice to the
Secretary must set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a description in reasonable detail of the business
desired to brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business and the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the class
and number of shares of the Corporation that are owned beneficially and of
record by the shareholder proposing such business and by the beneficial owner,
if any, on whose behalf the proposal is made, and (iv) any material interest of
such shareholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is made in such business.

        In the case of a nomination by a shareholder of a person for election as
a director of the Corporation at any annual meeting of shareholders, a
shareholder notice to the Secretary must set forth (i) the shareholders intent
to nominate one or more persons for election as a director of the Corporation,
the name of each such nominee proposed by the shareholder giving the notice, and
the reason for making such nomination at the annual meeting, (ii) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such nomination and the beneficial owner, if any, on whose behalf the nomination
is proposed, (iii) the class and number of shares of the Corporation that are
owned beneficially and of record by the shareholder proposing such nomination
and by the beneficial owner, if any, on whose behalf the nomination is proposed,
and (iv) any material interest of such shareholder proposing such nomination and
the beneficial owner, if any, on whose behalf the proposal is made, (v) a
description of all arrangements or understandings between or among any of (A)
the shareholder giving the notice, (B) each nominee, and (C) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder giving the notice, (vi) such other
information regarding each nominee proposed by the shareholder giving the notice
as would be required to be included in a proxy statement filed in accordance
with the proxy rules of the Securities and Exchange Commission had the nominee
been nominated, or intended to be nominated, by the Board, and (vii) the signed
consent of each nominee proposed by the shareholder giving the notice to serve
as a director of the Company if so elected.

        Any shareholder or shareholders seeking to call a special meeting
pursuant to Article 2, Section 2.02 of these Bylaws shall provide information
comparable to that required by the preceding paragraphs, to the extent
applicable, in any request made pursuant to such Article and Section.

        Notwithstanding the provisions of Sections 2.11 and 2.12 of this Article
2, a shareholder must also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in Sections 2.11 and 2.12 of
this Article 2. Nothing in Sections 2.11 and 2.12 of this Article 2 will be
deemed to affect any rights of shareholders to request inclusion of proposals in
the



                                       6
<PAGE>   7

Corporation's proxy statement in accordance with the provisions of Rule 14a-8
under the Securities Exchange Act of 1934, as amended.

        For purposes of this Article 2, Section 2.12, "public announcement"
means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or
furnished to shareholders.

                                   Article 3.

                              - BOARD OF DIRECTORS

        Section 3.01 Powers. Subject to any limitations in the Restated Articles
of Incorporation or these Amended and Restated Bylaws and to any provision of
the California Corporations Code requiring shareholder authorization or approval
for a particular action, the business and affairs of the Corporation shall be
managed and all corporate powers shall be exercised by, or under the direction
of, the Board of Directors. The Board of Directors may delegate the management
of the day-to-day operation of the business of the Corporation to a management
company or other person provided that the business and affairs of the
Corporation shall be managed, and all corporate powers shall be exercised, under
the ultimate direction of the Board of Directors.

        Section 3.02 Number and Qualification of Directors. The number of
authorized directors of this Corporation shall be not less than eight (8) nor
more than fifteen (15), the exact number of directors to be fixed from time to
time within such range by a duly adopted resolution of the Board of Directors or
shareholders.

        Directors shall hold office until the next annual meeting of
shareholders and until their respective successors are elected. If any such
annual meeting is not held, or the directors are not elected thereat, the
directors may be elected at any special meeting of shareholders held for that
purpose. Directors need not be shareholders.

        Section 3.03 Regular Meetings. A regular annual meeting of the Board of
Directors shall be held without other notice than this Bylaw provision
immediately after, and at the same place as, the annual meeting of shareholders.
The Board of Directors may provide for other regular meetings from time to time
by resolution.

        Section 3.04 Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, the President
of the Corporation or any two (2) directors. Written notice of the time and
place of all special meetings of the Board of Directors shall be delivered
personally or by telephone or telegraph to each director at least forty-eight
(48) hours before the meeting, or sent to each director by first-class mail,
postage prepaid, at least four (4) days before the meeting. Such notice need not
specify the purpose of the meeting. Notice of any meeting of the Board of
Directors need not be given to any director who signs a waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting prior thereto or at its commencement, the lack of notice to such
director.



                                       7
<PAGE>   8

        Section 3.05 Place of Meetings. Meetings of the Board of Directors may
be held at any place within or without the State of California, which has been
designated in the notice, or if not stated in the notice or there is no notice,
the principal executive office of the Corporation or as designated by the
resolution duly adopted by the Board of Directors.

        Section 3.06 Participation by Telephone. Members of the Board of
Directors may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.

        Section 3.07 Quorum. A quorum at all meetings of the Board of Directors
shall be a majority of the authorized directors. In the absence of a quorum a
majority of the directors present may adjourn any meeting to another time and
place. If a meeting is adjourned for more than twenty-four (24) hours, notice of
any adjournment to another time or place shall be given prior to the time of the
reconvened meeting to the directors who were not present at the time of
adjournment.

        Section 3.08 Action at Meeting. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.

        Section 3.09 Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, are as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting, or
an approval of the minutes thereof. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

        Section 3.10 Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.

        Section 3.11 Removal. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by an order of court
or who has been convicted of a felony.

        The entire Board of Directors or any individual director may be removed
from office without cause by a vote of shareholders holding a majority of the
outstanding shares entitled to vote at an election of directors; provided,
however, that unless the entire Board of Directors is removed, no individual
director may be removed when the votes cast against removal, or not consenting
in writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes cast were
cast (or, if such action is taken by written consent, all shares entitled to
vote were voted) and the entire



                                       8
<PAGE>   9

number of directors authorized at the time of the director's most recent
election were then being elected.

        In the event an office of a director is so declared vacant or in case
the Board of Directors or any one or more directors be so removed, new directors
may be elected at the same meeting.

        Section 3.12 Resignations. Any director may resign effective upon giving
written notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors of the Corporation, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.

        Section 3.13 Vacancies. Except for a vacancy created by the removal of a
director, all vacancies in the Board of Directors, whether caused by
resignation, death or otherwise, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is elected at an
annual, regular or special meeting of the shareholders. Vacancies created by the
removal of a director may be filled only by approval of the shareholders.

        Section 3.14 Compensation. No stated salary shall be paid directors, as
such, for their services, but, by resolution of the Board of Directors, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of such Board; provided that nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.

        Section 3.15 Committees. The Board of Directors may, by resolution
adopted by a majority of the authorized number of directors, designate one or
more committees, each consisting of two (2) or more directors, to serve at the
pleasure of the Board of Directors. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. The appointment of members or alternate
members of a committee requires the vote of a majority of the authorized number
of directors. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have all the authority of the Board of Directors
in the management of the business and affairs of the Corporation, except with
respect to (a) the approval of any action requiring shareholders' approval or
approval of the outstanding shares, (b) the filling of vacancies on the Board of
Directors or any committee, (c) the fixing of compensation of directors for
serving on the Board of Directors or a committee, (d) the adoption, amendment or
repeal of Bylaws, (e) the amendment or repeal of any resolution of the Board of
Directors which by its express terms is not so amendable or repealable, (f) a
distribution to shareholders, except at a rate or in a periodic amount or within
a price range determined by the Board of Directors, and (g) the appointment of
other committees of the Board of Directors or the members thereof.



                                       9
<PAGE>   10

                                   Article 4.

                                   - OFFICERS

        Section 4.01 Number and Term. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Chief Financial
Officer, all of which shall be chosen by the Board of Directors. The Corporation
may also have a Chairman of the Board who shall be chosen by the Board of
Directors. In addition, the Board of Directors may appoint such other officers
as may be deemed expedient for the proper conduct of the business of the
Corporation, each of whom shall have such authority and perform such duties as
the Board of Directors may from time to time determine. The officers to be
appointed by the Board of Directors shall be chosen annually at the regular
meeting of the Board of Directors held after the annual meeting of shareholders
and shall serve at the pleasure of the Board of Directors. If officers are not
chosen at such meeting of the Board of Directors, they shall be chosen as soon
thereafter as shall be convenient. Each officer shall hold office until his
successor shall have been duly chosen or until his removal or resignation.

        Section 4.02 Inability to Act. In the case of absence or inability to
act of any officer of the Corporation and of any person herein authorized to act
in his place, the Board of Directors may from time to time delegate the powers
or duties of such officer to any other officer, or any director or other person
whom it may select.

        Section 4.03 Removal and Resignation. Any officer chosen by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of all the members of the Board of Directors.

        Any officer chosen by the Board of Directors may resign at any time by
giving written notice of said resignation to the Corporation. Unless a different
time is specified therein, such resignation shall be effective upon its receipt
by the Chairman of the Board, the President, the Secretary or the Board of
Directors.

        Section 4.04 Vacancies. A vacancy in any office because of any cause may
be filled by the Board of Directors for the unexpired portion of the term.

        Section 4.05 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors.

        Section 4.06 President. The President shall be the general manager and
chief executive officer of the Corporation, subject to the control of the Board
of Directors, and as such shall preside at all meetings of shareholders, shall
have general supervision of the affairs of the Corporation, shall sign or
countersign or authorize another officer to sign all certificates, contracts,
and other instruments of the Corporation as authorized by the Board of
Directors, shall make reports to the Board of Directors and shareholders, and
shall have all such other authority and perform all such other duties as are
incident to such office or as may be delegated or assigned from time to time by
the Board of Directors.

        Section 4.07 Vice President. In the absence of the President, or in the
event of such officer's death, disability or refusal to act, the Vice President,
or in the event there is more



                                       10
<PAGE>   11

than one Vice President, the Vice Presidents in the order designated at the time
of their selection, or in the absence of any such designation, then in the order
of their selection, shall perform the duties of President, and when so acting,
shall have all the powers and be subject to all restrictions upon the President.
Each Vice President shall have all such other authority and perform all such
other duties as are incident to such office or as may be delegated or assigned
from time to time by the President or by the Board of Directors.

        Section 4.08 Secretary. The Secretary shall see that notices for all
meetings are given in accordance with the provisions of these Bylaws and as
required by law, shall keep minutes of all meetings, shall have charge of the
seal and the corporate books, and shall have all such other authority and
perform all such other duties as are incident to such office or as may be
delegated or assigned from time to time by the President or by the Board of
Directors.

        The Assistant Secretary or the Assistant Secretaries, in the order of
their seniority, shall, in the absence or disability of the Secretary, or in the
event of such officer's refusal to act, perform the duties of Secretary and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Secretary. Each Assistant Secretary shall have all such
other authority and perform all such other duties as are incident to such office
or as may be assigned or delegated from time to time by the President or by the
Board of Directors.

        Section 4.09 Chief Financial Officer. The Chief Financial Officer shall
have all such authority and perform all such duties as are incident to such
office or as may be delegated or assigned from time to time by the President or
by the Board of Directors.

        Section 4.10 Treasurer. The Treasurer shall have custody of all moneys
and securities of the Corporation and shall keep regular books of account. Such
officer shall disburse the funds of the Corporation in payment of the just
demands against the Corporation, or as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the Board of
Directors from time to time as may be required of such officer, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
Such officer shall have all such other authority and perform all such other
duties as are incident to such office or as may be delegated or assigned by the
President or by the Board of Directors.

        The Assistant Treasurer or the Assistant Treasurers, in the order of
their seniority, shall, in the absence or disability of the Treasurer, or in the
event of such officer's refusal to act, perform the duties and exercise the
powers of the Treasurer, and shall have all such other authority and perform all
such other duties as are incident to such office or as may be delegated or
assigned from time to time by the by the President or by the Board of Directors.

        Section 4.11 Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that such officer is also a director
of the Corporation.

        Section 4.12 Officers Holding More than One Office. Any two or more
offices may be held by the same person.

        Section 4.13 Approval of Loans to Directors and Officers. The
Corporation may, upon the approval of the Board of Directors alone, make loans
of money or property to, or



                                       11
<PAGE>   12

guarantee the obligations of, any director or officer of the Corporation or its
parent or subsidiary, or adopt an employee benefit plan or plans authorizing
such loans or guaranties provided that (i) the Board of Directors determines
that such a loan or guaranty or plan may reasonably be expected to benefit the
Corporation, (ii) the Corporation has outstanding shares held of record by 100
or more persons (determined as provided in Section 605 of the California
Corporations Code) on the date of approval by the Board of Directors, and (iii)
the approval of the Board of Directors is by a vote sufficient without counting
the vote of any interested director or directors.

                                   Article 5.

                                 - MISCELLANEOUS

        Section 5.01 Record Date and Closing of Stock Books. The Board of
Directors may fix a time in the future as a record date for the determination of
the shareholders entitled to notice of and to vote at any meeting of
shareholders or entitled to receive payment of any dividend or distribution, or
any allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall not be more than sixty (60) nor less than
ten (10) days prior to the date of the meeting or event for the purposes of
which it is fixed. When a record date is so fixed, only shareholders of record
at the close of business on that date are entitled to notice of and to vote at
the meeting or to receive the dividend, distribution, or allotment of rights, or
to exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date.

        In the event that no record date is fixed by the Board of Directors, the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders will be at the close of business on the calendar day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the calendar day next preceding the day on which the
meeting is held. A determination of shareholders of record entitled to notice of
or to vote at a meeting of the shareholders will apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

        The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of a period of not more than
sixty (60) days prior to the date of a shareholders' meeting, the date when the
right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.

        Section 5.02 Certificates. Certificates of stock shall be issued in
numerical order and each shareholder shall be entitled to a certificate signed
in the name of the Corporation by the Chairman of the Board or the President or
a Vice President, and the Chief Financial Officer, the Secretary or an Assistant
Secretary, certifying to the number of shares owned by such shareholder. Any or
all of the signatures on the certificate may be facsimile. Prior to the due
presentment for registration of transfer in the stock transfer book of the
Corporation, the registered owner shall be treated as the person exclusively
entitled to vote, to receive notifications and otherwise to exercise all the
rights and powers of an owner, except as expressly provided otherwise by the
laws of the State of California.



                                       12
<PAGE>   13

        The Secretary may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact, satisfactory to the Secretary, by the person claiming
the certificate of stock to be lost, stolen or destroyed. As a condition
precedent to the issuance of a new certificate or certificates, the Secretary
may require the owners of such lost, stolen or destroyed certificate or
certificates to give the Corporation a bond in such sum and with such surety or
sureties as the Secretary may direct as indemnity against any claims that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed or the issuance of the new certificate.

        Section 5.03 Representation of Shares in Other Corporations. Shares of
other corporations standing in the name of this Corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
Corporation by the Chairman of the Board, the President or any Vice President
and the Chief Financial Officer or the Secretary or an Assistant Secretary.

        Section 5.04 Fiscal Year. The fiscal year of the Corporation shall end
on the last Saturday of July.

        Section 5.05 Annual Reports. The Annual Report to shareholders,
described in the California Corporations Code, is expressly waived and dispensed
with.

        Section 5.06 Amendments. Bylaws may be adopted, amended, or repealed by
the vote or the written consent of shareholders entitled to exercise a majority
of the voting power of the Corporation. Subject to the right of shareholders to
adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, or repealed by
the Board of Directors, except that a Bylaw amendment thereof changing the
authorized number of directors may be adopted by the Board of Directors only if
these Bylaws permit an indefinite number of directors and the Bylaw or amendment
thereof adopted by the Board of Directors changes the authorized number of
directors within the limits specified in these Bylaws.

        Section 5.07 Indemnification of Corporate Agents.

        (a) The Corporation shall indemnify each of its agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
by such person by reason of such person's having been made or having threatened
to be made a party to a proceeding to the fullest extent permissible by the
provisions of Section 317 of the California Corporations Code. The terms
"agent," "proceeding" and "expenses" made in this Section 7 shall have the same
meaning as such terms in said Section 317.

        (b) Expenses reasonably incurred by an agent of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he or she is or was an agent of the Corporation (or was serving at the
Corporation's request as a director or officer of another corporation) shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such agent to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation as authorized by relevant sections
of the General Corporation Law of California.



                                       13
<PAGE>   14

        (c) Notwithstanding the foregoing, the Corporation shall not be required
to advance such expenses to an agent who is party to an action, suit or
proceeding brought by the Corporation and approved by a majority of the Board of
Directors which alleges willful misappropriation of corporate assets by such
agent, wrongful disclosure of confidential information, or any other willful and
deliberate breach in bad faith of such agent's duty to the Corporation or its
shareholders.



                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>f69606orex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                   OPINION OF BROBECK, PHLEGER & HARRISON LLP


                               February 21, 2001


Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California  95134

        Re:    Cisco Systems, Inc. Registration  Statement on Form S-3 for
               Resale of 711,046 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
711,046 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.

        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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>f69606orex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated August 8, 2000 relating to the
consolidated financial statements and financial statement schedule, which appear
in Cisco Systems, Inc.'s Annual Report on Form 10-K for the year ended July 29,
2000. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.


/s/ PricewaterhouseCoopers LLP

San Jose, California
February 21, 2001

</TEXT>
</DOCUMENT>
</SUBMISSION>
