Amended Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHANDLER MARK D

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/13/2003 

3. Issuer Name and Ticker or Trading Symbol

CISCO SYSTEMS INC [CSCO]

(Last)        (First)        (Middle)

170 WEST TASMAN DRIVE

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP,Leg Srvs,Gen Cnsl & Secty /

(Street)

SAN JOSE, CA 95134       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

5/23/2003 

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   4/28/1998   (2) 4/28/2006   Common Stock   45000   $5.1667   (1) D    
Non-Qualified Stock Option (right to buy)   7/29/1997   (2) 7/29/2005   Common Stock   45000   $5.5556   (1) D    
Non-Qualified Stock Option (right to buy)   10/10/2003   (3) 10/10/2011   Common Stock   75000   $9.749   (1) D    
Non-Qualified Stock Option (right to buy)   5/1/1999   (2) 5/1/2007   Common Stock   27000   $12.2709   (1) D    
Non-Qualified Stock Option (right to buy)   4/10/2004   (3) 4/10/2012   Common Stock   75000   $13.04   (1) D    
Non-Qualified Stock Option (right to buy)   9/21/2001   (4) 8/21/2010   Common Stock   50000   $16.01   (1) D    
Non-Qualified Stock Option (right to buy)   4/5/2003   (3) 4/5/2011   Common Stock   60000   $16.15   (1) D    
Non-Qualified Stock Option (right to buy)   11/2/2002   (3) 11/2/2010   Common Stock   35000   $17.26   (1) D    
Non-Qualified Stock Option (right to buy)   6/14/2001   (4) 5/14/2010   Common Stock   50000   $18.57   (1) D    
Non-Qualified Stock Option (right to buy)   12/4/1999   (2) 12/4/2007   Common Stock   40000   $19.5625   (1) D    
Non-Qualified Stock Option (right to buy)   1/7/2003   (3) 1/7/2011   Common Stock   60000   $20.53   (1) D    
Non-Qualified Stock Option (right to buy)   4/16/2000   (2) 4/16/2008   Common Stock   34000   $26.4219   (1) D    
Non-Qualified Stock Option (right to buy)   2/9/2002   (3) 2/9/2010   Common Stock   80000   $28.1875   (1) D    
Non-Qualified Stock Option (right to buy)   11/13/2001   (3) 11/13/2009   Common Stock   75000   $50.375   (1) D    
Non-Qualified Stock Option (right to buy)   1/24/2001   (3) 1/24/2009   Common Stock   56250   $54.5313   (1) D    
Non-Qualified Stock Option (right to buy)   5/5/2001   (3) 5/5/2009   Common Stock   18000   $67.75   (1) D    

Explanation of Responses:
( 1)  This Form 3 is being amended to add a holding and to realign the number of shares per holding with the corresponding option information which were inadvertantly misaligned in the original filing due to a technical problem with the third party electronic filing software used to prepare the report.
( 2)  The Option Shares 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.
( 3)  The option shall vest as to twenty percent (20%) of the shares on the one (1) year anniversary of the date of grant, and as to the remaining eighty percent (80%) of the shares thereafter in forty eight (48) successive equal monthly installments.
( 4)  The Option will become exercisable for one-sixtieth (1/60th) 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 in service with the issuer through the end of each such month.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHANDLER MARK D
170 WEST TASMAN DRIVE
SAN JOSE, CA 95134


VP,Leg Srvs,Gen Cnsl & Secty

Signatures
Mark Chandler 9/16/2003
** 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 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).
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