SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DUKE DWIGHT B

(Last)

(First)

(Middle)

5030 SUGARLOAF PARKWAY

(Street)

LAWRENCEVILLE

30044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC ATLANTA INC [ SFA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Transmission Networks

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2006		M		32,000	A	$23.3125	32,000	D
Common Stock	02/16/2006		M		28,500	A	$22.1	60,500	D
Common Stock	02/16/2006		M		42,750	A	$12.57	103,250	D
Common Stock	02/16/2006		M		35,250	A	$33.26	138,500	D
Common Stock	02/16/2006		S		138,500	D	$42.82	0	D
Common Stock								12,782⁽¹⁾	I	Employee Benefit Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$23.3125	02/16/2006		M			32,000	08/18/1999⁽²⁾	08/19/2009	Common Stock	32,000	$0	0	D
Common Stock	$22.1	02/16/2006		M			28,500	02/16/2002⁽³⁾	02/16/2012	Common Stock	28,500	$0	0	D
Common Stock	$12.57	02/16/2006		M			42,750	02/11/2003⁽⁴⁾	02/11/2013	Common Stock	42,750	$0	0	D
Common Stock	$33.26	02/16/2006		M			35,250	02/09/2004⁽⁵⁾	02/09/2014	Common Stock	35,250	$0	11,750	D

Explanation of Responses:

1. Shares indirectly held in the Company's 401(k) plan based on the February 10, 2006 statement and includes the Company match in the Scientific-Atlanta stock fund effective as of such date.

2. Exercisable 25% per year beginning August 18, 1999.

3. Exercisable 25% per year beginning February 16, 2002.

4. Exercisable 25% per year beginning February 11, 2003.

5. Exercisable 25% per year beginning February 9, 2004.

Remarks:

	JoAnn B. Buck, pursuant to a Power of Attorney	02/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.