4

4
1
NASDAQ

  1198052
  Officer


  Cisco Systems, Inc.
  858877
  77-0059951

04/14/03
4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check this box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
   Richardson, James
   170 West Tasman Drive


   San Jose, CA  95134-1706
2. Issuer Name and Ticker or Trading Symbol
   Cisco Systems, Inc. (CSCO)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Day/Year
   4/14/2003
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [ ] Director                   [ ] 10% Owner
   [X] Officer (give title below) [ ] Other (specify below)
   SR VP, Chief Marketing Officer
7. 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                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of
                                              action      action   or Disposed of (D)            Securities         Indirect
                                              Date        Code                   A               Beneficially   D   Beneficial
                                              (Month/                            or              Owned at       or  Ownership
                                              Day/Year)   Code V   Amount        D  Price        End of Month   I
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           


Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code  V   A                D                Exercisable  Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Non-Qualified Stock Option     $13.0400        04/10/03       A         225,000                           (1)          04/10/12
(right to buy)


Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                  -                      Title                          Shares                    End of Month
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Non-Qualified Stock Option     04/10/03  Common Stock                   225,000                   225,000       D   Direct
(right to buy)


Explanation of Responses:

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



SIGNATURE OF REPORTING PERSON
/S/ By: Mark Chandler, Attorney-in-fact
    For: James Richardson
DATE 04/14/03

EX-99

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Larry Carter, Dennis Powell and Mark Chandler,
and each of them, his or her true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's
	capacity as an officer and/or director of Cisco Systems, Inc.
	(the "Company"), any and all Form 4  reports required to be filed
	by the undersigned in accordance with Section 16(a) of the Securities
	Exchange Act of 1934 and the rules thereunder with respect to
	transactions in Cisco securities;

(2)	do and perform any and all acts for and on behalf of the undersigned
	which may be necessary or desirable to complete and execute any
	such Form 4 report and timely file such report with the United
	States Securities and Exchange Commission and any stock exchange
	or similar authority; and

(3)	take any other action of any type whatsoever in connection with
	the foregoing which, in the opinion of such attorney-in-fact, may be
	of benefit to, in the best interest of, or legally required by, the
	undersigned, it being understood that the documents executed by
	such attorney-in-fact on behalf of the undersigned, pursuant to this
	Power of Attorney, shall be in such form and shall contain such terms
	and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or his or her substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted.  The undersigned acknowledges
that no such attorney-in-fact, in serving in such capacity at the
request of the undersigned, is hereby assuming, nor is the Company
hereby assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. This Power of
Attorney shall remain in full force and effect until the undersigned
is no longer required to file Form 4 reports with respect to the
undersigned's holdings of and transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 18 day of September, 2002.


			Signature:	/s/ James Richardson
			Printed Name: James Richardson