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^*

CHANDLER MARK D

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2003

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)
	VP,Legal Srvs and Gen Counsel

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	57,976⁽¹⁾	D
Common Stock	537,612	I	by Family Trust ⁽²⁾
Common Stock	79,600⁽³⁾	I	by Trust⁽⁴⁾

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)	04/28/1998⁽⁵⁾	04/28/2006	Common Stock	45,000	5.1667	D
Non-Qualified Stock Option (right to buy)	07/29/1997⁽⁵⁾	07/29/2005	Common Stock	75,000	5.5556	D
Non-Qualified Stock Option (right to buy)	10/10/2003⁽⁶⁾	10/10/2011	Common Stock	27,000	9.749	D
Non-Qualified Stock Option (right to buy)	05/01/1999⁽⁵⁾	05/01/2007	Common Stock	75,000	12.2709	D
Non-Qualified Stock Option (right to buy)	04/10/2004⁽⁶⁾	04/10/2012	Common Stock	50,000	13.04	D
Non-Qualified Stock Option (right to buy)	09/21/2001⁽⁷⁾	08/21/2010	Common Stock	60,000	16.01	D
Non-Qualified Stock Option (right to buy)	04/05/2003⁽⁶⁾	04/05/2011	Common Stock	35,000	16.15	D
Non-Qualified Stock Option (right to buy)	11/02/2002⁽⁶⁾	11/02/2010	Common Stock	50,000	17.26	D
Non-Qualified Stock Option (right to buy)	06/14/2001⁽⁷⁾	05/14/2010	Common Stock	40,000	18.57	D
Non-Qualified Stock Option (right to buy)	12/04/1999⁽⁵⁾	12/04/2007	Common Stock	60,000	19.5625	D
Non-Qualified Stock Option (right to buy)	01/07/2003⁽⁶⁾	01/07/2011	Common Stock	34,000	20.53	D
Non-Qualified Stock Option (right to buy)	04/16/2000⁽⁵⁾	04/16/2008	Common Stock	80,000	26.4219	D
Non-Qualified Stock Option (right to buy)	02/09/2002⁽⁶⁾	02/09/2010	Common Stock	75,000	28.1875	D
Non-Qualified Stock Option (right to buy)	11/13/2001⁽⁶⁾	11/13/2009	Common Stock	56,250	50.375	D
Non-Qualified Stock Option (right to buy)	01/24/2001⁽⁶⁾	01/24/2009	Common Stock	18,000	54.5313	D

Explanation of Responses:

1. Includes 9,916 shares held in an account in the name of the reporting person, and 48,060 shares held in an investment retirement account in the name of the reporting person's spouse.

2. By Mark Chandler and Christina S. Kenrick Family Trust dtd 3/10/97

3. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

4. These shares are held in two trusts. The reporting person is one of three co-trustees and is a remainder beneficiary of each of the two trusts.

5. 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.

6. The Option Shares 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.

7. 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.

	Mark Chandler	05/23/2003
	** 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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