As filed with the Securities and Exchange Commission on July 29, 1996

Registration No. 333-05447

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ON FORM S-8
__________________

CISCO SYSTEMS, INC.
(Exact name of issuer as specified in its charter)

CALIFORNIA 77-0059951
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Address of principal executive offices) (Zip Code)
__________________
STRATACOM, INC.
1994 STOCK OPTION PLAN
1986 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
__________________
JOHN T. CHAMBERS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
CISCO SYSTEMS, INC.
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA 95134-1706
(Name and address of agent for service)
(408) 526-4000
(Telephone number, including area code, of agent for service)
__________________

This Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form
S-8 relates to 2,271,281 shares of the Common Stock, no par value (the "Common
Stock"), of Cisco Systems, Inc. (the "Registrant") issuable to holders of
options to purchase Common Stock, $0.01 par value of Stratacom, Inc., a Delaware
corporation under both the 1994 Stock Option Plan (1,135,641 shares) and the
1986 Incentive Stock Option Plan (1,135,640 shares), which were assumed by the
Registrant upon the effective time of a merger of a wholly-owned subsidiary of
the Registrant with and into Stratacom, Inc. (the "Merger"), which took place on
July 9, 1996. These shares of Common Stock were originally registered on the
Registrant's Registration Statement on Form S-4 to which this is an amendment;
accordingly, the registration fee in respect of such Common Stock was paid at
the time of the original filing of the Registration Statement relating to such
Common Stock. The Registrant is registering an additional 9,193,337 shares of
Common Stock on a separate Form S-8 which represents the remaining shares
issuable to holders of outstanding options to purchase Common Stock under the
1994 Stock Option Plan (4,636,356 shares), the 1986 Incentive Stock Option Plan
(4,306,981 shares), the 1992 Directors Stock Option Plan (110,000) and the 1992
Employee Stock Purchase Plan (140,000), which were also assumed by the
Registrant.

2
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

Cisco Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended July 31, 1995 filed with the Commission on October 26, 1995
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"1934 Act").

(b) (1) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended October 31, 1995, January 31, 1996 and April
30, 1996, filed with the Commission on December 12, 1995, March
13, 1996 and June 12, 1996, respectively.

(2) The Registrant's reports on Form 8-K filed with the Commission
on December 6, 1995, April 2, 1996 and April 26, 1996.

(3) The Registrant's reports on Form 10-C filed with the
Commission on February 26, 1996 and July 11, 1996.

(c) The Registrant's Registration Statement No. 0-18225 on Form 8-A
filed with the Commission on January 11, 1990, together with
Amendment No. 1 on Form 8 filed with the Commission on February
15, 1990, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.

All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.
3
Item 6. Indemnification of Directors and Officers

Section 317 of the California Corporations Code authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibit Number Exhibit
-------------- -------

4.1 Agreement and Plan of Merger, dated as of April 21, 1996 by and between the
Registrant and Stratacom, Inc., incorporated by reference to Appendix A of the Proxy
Statement/Prospectus contained in Registrant's Registration Statement, File Number 333-
05447.
4.2 Restated Articles of Incorporation of the Registrant dated March 1, 1991,
incorporated by reference to the Registrant's Registration Statement, File Number 33-
32778.
4.3 Amended and Restated Bylaws of the Registrant dated
December 20, 1989, incorporated by reference to
Registrant's Registration Statement, File Number 33-32778.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0 Power of Attorney (included on signature page of original filing).
99.1 Stratacom, Inc. 1994 Stock Option Plan.
99.2 Form of Stock Option Agreement used in connection with the 1994 Stock Option Plan.
99.3 Stratacom, Inc. 1986 Incentive Stock Option Plan.
99.4 Form of Incentive Stock Option Agreement used in connection with the 1986 Incentive Stock
Option Plan.
99.5 Form of Stock Option Assumption Agreement used in connection with the 1994 Stock
Option Plan and the 1986 Incentive Stock Option Plan.

Item 9. Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the

3.
4

Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into the Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the 1994 Stock Option
Plan and/or the 1986 Incentive Stock Option Plan.

B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

4.
5
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-8 and has duly caused this
Post-Effective Amendment No. 1 on Form S-8 to be signed on behalf of the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on this 25th day of July 1996.

CISCO SYSTEMS, INC.

By /s/ Larry R. Carter
---------------------------------------------
Larry R. Carter, Vice-President, Finance and
Administration, Chief Financial Officer and
Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

Signatures Title Date
- ---------- ----- ----

John T. Chambers* President, Chief Executive , 1996
- ----------------------------- Officer and Director (Principal ----------------
John T. Chambers Executive Officer)

/s/ Larry R. Carter Vice President, Finance and July 25, 1996
- ----------------------------- Administration, Chief Financial
Larry R. Carter Officer and Secretary
(Principal Financial and Accounting Officer)

John P. Morgridge* Chairman of the Board , 1996
- ----------------------------- and Director ----------------
John P. Morgridge

Donald T. Valentine* Director , 1996
- ----------------------------- ----------------
Donald T. Valentine

Michael S. Frankel* Director , 1996
- ----------------------------- ----------------
Michael S. Frankel

5.
6

Signatures Title Date
- ---------- ----- ----

James F. Gibbons* Director , 1996
- ----------------------------- ----------------
James F. Gibbons

Robert L. Puette* Director , 1996
- ----------------------------- ----------------
Robert L. Puette

Masayoshi Son* Director , 1996
- ----------------------------- ----------------
Masayoshi Son

Steve M. West* Director , 1996
- ----------------------------- ----------------
Steve M. West

*By /s/ Larry R. Carter
--------------------------
Attorney in Fact

6.
7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

CISCO SYSTEMS, INC.
8
EXHIBIT INDEX

Exhibit Number Exhibit

4.1 Agreement and Plan of Merger, dated as of April 21, 1996 by
and between the Registrant and Stratacom, Inc., incorporated
by reference to Appendix A of the Proxy Statement/Prospectus
contained in Registrant's Registration Statement, File Number
333-05447.
4.2 Restated Articles of Incorporation of the Registrant dated
March 1, 1991, incorporated by reference to the Registrant's
Registration Statement, File Number 33-32778.
4.3 Amended and Restated Bylaws of the Registrant dated December
20, 1989, incorporated by reference to Registrant's
Registration Statement, File Number 33-32778.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Accountants - Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney (included on signature page of original
filing).
99.1 Stratacom, Inc. 1994 Stock Option Plan.
99.2 Form of Stock Option Agreement used in connection with the
1994 Stock Option Plan.
99.3 Stratacom, Inc. 1986 Incentive Stock Option Plan.
99.4 Form of Incentive Stock Option Agreement used in connection
with the 1986 Incentive Stock Option Plan.
99.5 Form of Stock Option Assumption Agreement used in connection
with the 1994 Stock Option Plan and the 1986 Incentive Stock
Option Plan.