8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 8-K / A
                                 AMENDMENT NO. 1

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):    April 19, 2002
                                                   -----------------

                           Commission File No. 1-5517


                            SCIENTIFIC-ATLANTA, INC.
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             (Exact name of Registrant as specified in its charter)


                       Georgia                             58-0612397
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 (State or other jurisdiction of incorporation)  (I.R.S. Employer Identification
                                                             Number)


     5030 Sugarloaf Parkway, Lawrenceville                  30044
- ---------------------------------------------   --------------------------------
   (Address of principal executive offices)               (Zip Code)


                                 (770) 236-5000
             ------------------------------------------------------
              (Registrant's telephone number, including area code)






Item 4. Changes in Registrant's Certifying Accountant.

On April 19, 2002, Scientific-Atlanta, Inc. (the "Company") announced that its
Board of Directors had appointed Ernst & Young LLP as the Company's independent
auditor for its 2002 fiscal year. The appointment of Ernst & Young was made by
the Board of Directors on the recommendation of its Audit Committee and
concluded an extensive evaluation process. On April 19, 2002, we also dismissed
Arthur Andersen LLP as the independent auditor for the Company.

Arthur Andersen's reports on the financial statements for the fiscal years ended
June 30, 2000 and June 29, 2001 did not contain an adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope,
or accounting principles. During the Company's two most recent fiscal years and
the subsequent interim period through April 19, 2002 (the "Period"), there were
no disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of Arthur Andersen, would have caused Arthur
Andersen to make reference to the subject matter of such disagreement in
connection with the report. During the Period, there were no reportable events,
as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter stating its
agreement with such statements.

During the Period, we did not consult Ernst & Young with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, or any other matters or reportable events
listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements and Exhibits.

Exhibit 16   Letter dated May 1, 2002 from Arthur Andersen LLP to the Securities
             and Exchange Commission.

Exhibit 99   Press Release dated April 19, 2002.



                                   SIGNATURES

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

                                   SCIENTIFIC-ATLANTA, INC.



Date:      May 3, 2002             By:    /s/ Wallace G. Haislip
      ---------------------           ------------------------------------------
                                   Name:  Wallace G. Haislip
                                   Title: Senior Vice President, Chief Financial
                                          Officer and Treasurer

EX-16

                                                                      Exhibit 16

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

May 1, 2002

Dear Sir/Madam:

We have read the last sentence of the first paragraph and the second and third
paragraphs of Item 4 included in Amendment No. 1 to the Form 8-K dated April 19,
2002 of Scientific-Atlanta, Inc. to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP

cc:  Mr. James F. McDonald,
     Chairman, President and
     Chief Executive Officer
     of Scientific-Atlanta, Inc.

EX-99

                                                                      Exhibit 99

News Release

Release Date:  April 19, 2002

Scientific-Atlanta Appoints Ernst & Young as Auditor

Scientific-Atlanta, Inc. (NYSE: SFA) today announced that its Board of Directors
has appointed Ernst & Young LLP as the company's independent auditor for its
2002 fiscal year. Ernst & Young will replace Arthur Andersen LLP as the
independent auditor for the company.

The appointment of Ernst & Young was made by the Board of Directors on the
recommendation of its Audit Committee and concludes an extensive evaluation
process.

"The board's decision to select Ernst & Young was influenced by the depth of
that firm's experience and the quality of the audit team that will be dedicated
to Scientific-Atlanta going forward," said Marion Antonini, Chairman of the
company's Audit Committee.

The decision to change auditors was not the result of any disagreement between
the company and Arthur Andersen on any matter of accounting principles,
practices or financial disclosure. "During its long tenure as the company's
independent auditor, Arthur Andersen provided quality service and demonstrated a
high level of professionalism," Antonini added.

About Scientific-Atlanta

Scientific-Atlanta, Inc. (NYSE:SFA) (http://www.scientificatlanta.com) is a
                                     --------------------------------
leading supplier of transmission networks for broadband access to the home,
digital interactive subscriber systems designed for video, high-speed Internet,
and voice over IP (VoIP) networks, and worldwide customer service and support.

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For more information contact:
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Tom Robey, Investor Relations     770-236-4608     770-236-4775 fax
tom.robey@sciatl.com
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Scientific-Atlanta and the Scientific-Atlanta logo are registered trademarks of
Scientific-Atlanta, Inc.