FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * MORGRIDGE JOHN P   2. Issuer Name and Ticker or Trading Symbol CISCO SYSTEMS INC [CSCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 170 WEST TASMAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2006 (Street) SAN JOSE, CA 95134 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/16/2006   G V 93,000 D $ 0 61,171,180 (1) I by Family Trust (2) Common Stock 02/23/2006   G V 133,450 D $ 0 61,037,730 I by Family Trust (2) Common Stock 03/02/2006   G V 48,750 D $ 0 60,988,980 I by Family Trust (2) Common Stock 03/03/2006   G V 24,500 D $ 0 60,964,480 I by Family Trust (2) Common Stock 03/06/2006   G V 211,000 D $ 0 60,753,480 I by Family Trust (2) Common Stock 03/14/2006   G V 17,500 D $ 0 60,735,980 I by Family Trust (2) Common Stock 04/19/2006   G(3) V 4,950,000 D $ 0 50,735,980 (4) I by Family Trust (2) Common Stock 04/19/2006   G(3) V 4,950,000 A $ 0 4,950,000 I By family limited partnership in which GRAT of Spouse owns an interest Common Stock 06/02/2006   G V 7,500 D $ 0 50,728,480 I by Family Trust (2) Common Stock 06/15/2006   G V 146,150 D $ 0 50,582,330 I by Family Trust (2) Common Stock 08/15/2006   G V 50,000 D $ 0 50,532,330 I By Family Trust (2) Common Stock               100,000 (3) (5) I By family limited partnership in which Family Trust owns an interest Common Stock               4,950,000 (3) I By family limited partnership in which GRAT of Mr. Morgridge owns an interest Common Stock               275,349 D   Common Stock               90,238 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MORGRIDGE JOHN P 170 WEST TASMAN DRIVE SAN JOSE, CA 95134	X

Signatures

/s/ John P. Morgridge, by Mark Chandler his attorney in fact		09/12/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Includes 720,003 shares previously held directly by Mr. Morgridge that were transferred to the Morgridge Family Trust on January 26, 2006 and became owned indirectly.
(2)	Morgridge Family Trust (MFT).
(3)	On April 19, 2006, MFT transferred a total of 10,000,000 shares to Morgridge Family Investments LP (FILP), a limited partnership in which Mr. Morgridge and his spouse are the general partner and were then the limited partner, in each case solely in their capacity as trustee of MFT. Immediately following this transfer, MFT divided such limited partner interest in two equal amounts (each representing an interest in 4,950,000 of the 10,000,000 total shares held by FILP), and thereafter transferred such limited partner interests to Mr. Morgridge's and his spouse's respective grantor retained annuity trusts (GRATs).
(4)	Excludes 10,000,000 shares previously held indirectly by MFT that were transferred to FILP on April 19, 2006.
(5)	Represents the general partner interest in FILP, which interest of MFT is the property of Mr. Morgridge and his spouse.
Remarks: This Form is solely reporting a series of gift transactions.

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