SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Giancarlo Charles H

(Last)

(First)

(Middle)

170 WEST TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2004

3. Issuer Name and Ticker or Trading Symbol
CISCO SYSTEMS INC [ CSCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Snr VP, CTO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,439	D
Common Stock	679,730	I	By Trust⁽¹⁾
Common Stock	800	I	By Trust⁽²⁾
Common Stock	800	I	By Trust⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	11/14/1996⁽⁴⁾	11/14/2004	Common Stock	261,000	$4.5	D
Non-Qualified Stock Option (right to buy)	05/07/1997⁽⁴⁾	05/07/2005	Common Stock	990,000	$5.81	D
Non-Qualified Stock Option (right to buy)	04/04/1998⁽⁴⁾	04/04/2006	Common Stock	900,000	$5.65	D
Non-Qualified Stock Option (right to buy)	04/27/1999⁽⁴⁾	04/27/2007	Common Stock	810,000	$11.74	D
Non-Qualified Stock Option (right to buy)	07/27/1999⁽⁴⁾	07/27/2007	Common Stock	360,000	$16.25	D
Non-Qualified Stock Option (right to buy)	04/05/2000⁽⁵⁾	04/05/2008	Common Stock	680,000	$28.61	D
Non-Qualified Stock Option (right to buy)	01/12/2001⁽⁵⁾	01/12/2009	Common Stock	750,000	$51.91	D
Non-Qualified Stock Option (right to buy)	11/13/2001⁽⁵⁾	11/13/2009	Common Stock	400,000	$50.38	D
Non-Qualified Stock Option (right to buy)	05/14/2002⁽⁶⁾	05/14/2010	Common Stock	200,000	$18.57	D
Non-Qualified Stock Option (right to buy)	08/21/2002⁽⁶⁾	08/21/2010	Common Stock	100,000	$16.01	D
Non-Qualified Stock Option (right to buy)	08/21/2002⁽⁶⁾	08/21/2010	Common Stock	200,000	$16.01	D
Non-Qualified Stock Option (right to buy)	11/02/2002⁽⁵⁾	11/02/2010	Common Stock	100,000	$17.26	D
Non-Qualified Stock Option (right to buy)	01/07/2003⁽⁵⁾	01/07/2011	Common Stock	250,000	$20.53	D
Non-Qualified Stock Option (right to buy)	04/05/2003⁽⁵⁾	04/05/2011	Common Stock	350,000	$16.15	D
Non-Qualified Stock Option (right to buy)	04/05/2003⁽⁵⁾	04/05/2011	Common Stock	250,000	$16.15	D
Non-Qualified Stock Option (right to buy)	10/10/2003⁽⁵⁾	10/10/2011	Common Stock	175,000	$9.75	D
Non-Qualified Stock Option (right to buy)	01/10/2004⁽⁵⁾	01/10/2012	Common Stock	75,000	$15.22	D
Non-Qualified Stock Option (right to buy)	04/10/2004⁽⁵⁾	04/10/2012	Common Stock	175,000	$13.04	D
Non-Qualified Stock Option (right to buy)	09/02/2004⁽⁵⁾	09/02/2012	Common Stock	350,000	$19.59	D
Non-Qualified Stock Option (right to buy)	07/09/2005⁽⁵⁾	07/09/2013	Common Stock	250,000	$22.36	D

Explanation of Responses:

1. These shares are held by the Giancarlo Family Trust.

2. These shares are held by the M. Giancarlo trust. The reporting person's daughter is the beneficiary of the trust.

3. These shares are held by the G. Giancarlo trust. The reporting person's daughter is the beneficiary of the trust.

4. The Option shall vest for twenty-five percent (25%) of the total shares granted on the one (1) year anniversary date, while the remaining seventy-five percent (75%) vests in thirty-six (36) successive equal monthly installments.

5. The Option shall vest for twenty percent (20%) of the total shares granted on the one (1) year anniversary date, while the remaining eighty percent (80%) vests in forty-eight (48) successive equal monthly installments.

6. The Option will become exercisable for one-sixtieth (1/60) of the option shares each month over a sixty (60) month period, commencing on the date shown in the table (i.e., one (1) month following the date of grant) upon the reporting person's continuation of service with the issuer through the end of each such month.

	/s/ Charles H Giancarlo	08/09/2004
	** 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 5 (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.