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

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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^*

HARNEY MICHAEL PATRICK

(Last)

(First)

(Middle)

C/O SCIENTIFIC ATLANTA

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, Subscriber Networks

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2003

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	07/30/2003	07/30/2003	M		6,500	A	$10.8125	19,564⁽¹⁾	D
Common Stock	07/30/2003	07/30/2003	M		30,000	A	$11.6875	19,564⁽¹⁾	D
Common Stock	07/30/2003	07/30/2003	M		20,000	A	$11.8413	19,564⁽¹⁾	D
Common Stock	07/30/2003	07/30/2003	S		56,500	D	$29.198⁽²⁾	19,564⁽¹⁾	D

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)
Stock Option - Right to Buy	$10.8125	07/30/2003	07/30/2003	M			6,500	08/23/1998	08/23/2005	Common Stock	6,500	$10.8125	0	D
Stock Option - Right to Buy	$11.6875	07/30/2003	07/30/2003	M			30,000	08/20/2000	08/20/2007	Common Stock	30,000	$11.6875	0	D
Stock Option - Right to Buy	$11.8413	07/30/2003	07/30/2003	M			20,000	05/13/2001	05/13/2008	Common Stock	20,000	$11.8413	0	D

Explanation of Responses:

1. Indirectly holds 5,948 shares in the Company's 401(k) plan based on the June 30, 2003 statement that includes the Company match in the Scientific-Atlanta stock fund effective as of such date.

2. These shares were sold at a weighted average price of $29.198371, in prices ranging from $29.14 to $29.28.

	Michael Harney, by Angie Woo pursuant to Power of Attorney	08/01/2003
	** 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).
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