8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    SEPTEMBER 30, 1998



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


                                                                
         CALIFORNIA                           0-18225                     77-0059951
  (State or other jurisdiction              (Commission                 (IRS Employer
        of incorporation)                  File Number)               Identification No.)



                                                                   
170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA                           95134-1706
     (Address of principal executive offices)                         (Zip Code)




Registrant's telephone number, including area code:  (408) 526-4000

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ITEM 5.  OTHER EVENTS

     On September 30, 1998, Cisco Systems, Inc. (the "Registrant") acquired
American Internet Corporation, a Delaware corporation ("AIC") under the terms of
a merger whereby shares of the Registrant's Common Stock with an aggregate value
of approximately $56 million were exchanged for all of the outstanding shares
and options of AIC. Copies of the press releases issued by the Registrant on
August 21, 1998 and October 5, 1998 concerning the foregoing transaction are
filed herewith as Exhibits 20.1 and 20.2, respectively, and are incorporated
herein by reference.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Exhibits.

          20.1 Press Release of Registrant, dated August 21, 1998, announcing
          Registrant's agreement to acquire AIC.

          20.2 Press Release of Registrant, dated October 5, 1998, announcing
          the closing of Registrant's acquisition of AIC.


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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                     CISCO SYSTEMS, INC.


Dated:  October 8, 1998              By: /s/ LARRY R. CARTER
                                         ---------------------------------------
                                         Larry R. Carter, Senior Vice President,
                                         Finance and Administration,
                                         Chief Financial Officer and Secretary


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                                  EXHIBIT INDEX



Exhibit                                                 
Number                                Description of Document
- -------                               -----------------------
              
20.1          Press Release of Registrant, dated August 21, 1998, announcing
              Registrant's agreement to acquire AIC.

20.2          Press Release of Registrant, dated October 5, 1998, announcing 
              the closing of Registrant's acquisition of AIC.

EX-20.1

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                                                                    EXHIBIT 20.1


             CISCO SYSTEMS TO ACQUIRE AMERICAN INTERNET CORPORATION



     SAN JOSE, Calif. - August 21, 1998 - Cisco Systems, Inc. today announced it
has signed a definitive agreement to acquire privately-held American Internet
Corporation (AIC) of Bedford, MA. AIC is a leading provider of software
solutions for IP address management and Internet access.

     Under the terms of the acquisition, shares of Cisco common stock with an
aggregate value of approximately $56 million will be exchanged for all
outstanding shares and options of AIC. The major shareholders of AIC have signed
irrevocable proxies in support of the acquisition. In connection with the
acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.03 to $.06 per share for purchased in-process research and development
expenses in the first fiscal quarter of 1999. These per share numbers do not
take into account the three-for-two stock split, which will be in effect
September 15, 1998. The acquisition is expected to be completed by the beginning
of October and is subject to certain closing conditions.

           CISCO INCREASES INTERNET INFRASTRUCTURE SOFTWARE SOLUTIONS.

     Building upon an existing original equipment manufacturer (OEM) agreement
with Cisco, the acquisition enables Cisco to extend American Internet's
technology into other areas including the service provider line of business.

     AIC's products, Network Registrar and Access Registrar, enable the cost
effective deployment and support of Internet devices such as set-top boxes and
cable modems. By simplifying the configuration and authentication process for
Internet devices, customers are able to connect to the network without the need
for remote on-site manual intervention.

     AIC has 50 employees and was founded in 1995. AIC's CEO, Bob Brennan, will
continue to lead the team and will report to Herb Madan, vice president and
general manager, in the service provider line of business.

     ABOUT CISCO SYSTEMS

     Cisco Systems, Inc. (NASDAQ: CSCO) is the worldwide leader in networking
for the Internet. Cisco news and information are available at
http://www.cisco.com.

                                      # # #

     Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks
of Cisco Systems, Inc. in the U.S. and certain other countries. All other
trademarks mentioned in this document are the property of their respective
owners.

     This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by Cisco with the SEC,
specifically the most recent reports on Form 10-K and 10-Q, which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including potential fluctuations in
quarterly results, dependence on new product development, rapid technological
and market change, acquisition strategy, manufacturing risks, risks associated
with the Internet infrastructure, volatility of stock price, financial risk
management and future growth subject to risks.

EX-20.2

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                                                                    EXHIBIT 20.2



      CISCO SYSTEMS COMPLETES ACQUISITION OF AMERICAN INTERNET CORPORATION


     SAN JOSE, Calif. -- October 5, 1998 -- Cisco Systems, Inc. today announced
it has completed the acquisition of American Internet Corporation of Bedford,
Mass.

     On August 21, 1998 Cisco Systems announced a definitive agreement to
acquire privately held American Internet Corporation. American Internet's
software solutions enable the cost effective deployment and support of Internet
devices such as set-top boxes and cable modems. Under the terms of the
acquisition, shares of Cisco common stock were exchanged for all outstanding
shares and options of American Internet Corporation. In connection with the
acquisition, Cisco expects a one-time charge against after-tax earnings of
between $.02 to $.04 per share for purchased in-process research and development
expenses in the first fiscal quarter of 1999. These per share numbers take into
account the three-for-two stock split, which became effective on September 15,
1998.

ABOUT CISCO SYSTEMS

Cisco Systems, Inc. (NASDAQ:CSCO) is the worldwide leader in networking for the
Internet. News and information are available at http://www.cisco.com.

                                      # # #

Cisco, Cisco Systems, and the Cisco Systems logo are registered trademarks of
Cisco Systems, Inc. in the U.S. and certain other countries. All other
trademarks mentioned in this document are the property of their respective
owners.

This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by Cisco with the SEC,
specifically the most recent reports on Form 10-K and 10-Q, which identify
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements, including potential fluctuations in
quarterly results, dependence on new product development, rapid technological
and market change, acquisition strategy, manufacturing risks, risks associated
with the Internet infrastructure, volatility of stock price, financial risk
management and future growth subject to risks.