Sec Form 4 Filing - MORGRIDGE JOHN P @ CISCO SYSTEMS INC - 2006-09-19

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 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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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 (MM/DD/YY) 09/19/2006 (Street) SAN JOSE, CA95134 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/13/2006 G V 20,000 D $ 0 50,512,330 I by Family Trust ( 1 ) Common Stock 09/19/2006 S 111 D $ 22.8 275,238 D Common Stock 09/20/2006 S 50,000 D $ 23.25 225,238 D Common Stock 4,950,000 ( 2 ) I by family limited partnership in which GRAT of Spouse owns an interest ( 2 ) Common Stock 100,000 ( 3 ) I by family limited partnership in which Family Trust owns an interest ( 3 ) Common Stock 4,950,000 ( 4 ) I by family limited partnership in which GRAT of Mr. Morgridge owns an interest ( 4 ) Common Stock 90,238 I by Spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, CA95134 X Signatures /s/ John P. Morgridge by Evan Sloves, his Attorney-in-Fact 09/21/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Morgridge Family Trust (MFT). ( 2 )Represents a limited partnership interest in Morgridge Family Investments LP (FILP), which interest is held by the grantor retained annuity trust (GRAT) of Mr. Morgridge's spouse. ( 3 )Represents the general partner interest in FILP, which interest of MFT is the property of Mr. Morgridge and his spouse. ( 4 )Represents a limited partnership interest in FILP, which interest is held by the GRAT of Mr. Morgridge.

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 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).

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