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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

        Date of Report (date of earliest event reported): July 25, 2002



                              CISCO SYSTEMS, INC.

               (Exact name of registrant as specified in charter)




         CALIFORNIA                    0-18225                 77-0059951
(State or other jurisdiction         (Commission             (IRS Employer
      of incorporation)              File Number)          Identification No.)


170 WEST TASMAN DRIVE, SAN JOSE, CALIFORNIA                      95134-1706
 (Address of principal executive offices)                        (Zip Code)




Registrant's telephone number, including area code: (408) 526-4000

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ITEM 5.   OTHER EVENTS

          On July 25, 2002, Cisco Systems, Inc. ("Registrant") announced that
it has signed a definitive agreement for the acquisition of privately-held AYR
Networks, Inc., a Delaware corporation. A copy of the press release issued by
Registrant on July 25, 2002 concerning the foregoing transaction is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

      (c)  Exhibit:

      99.1  Press Release of Registrant, dated July 25, 2002, announcing that
            it has signed a definitive agreement for the acquisition of
            privately-held AYR Networks, Inc.



                                   SIGNATURES

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

                                         CISCO SYSTEMS, INC.

Dated: August 2, 2002                    By: /s/ LARRY R. CARTER
                                         ---------------------------------------
                                         Larry R. Carter, Senior Vice President
                                         Finance and Administration, Chief
                                         Financial Officer and Secretary


                                 EXHIBIT INDEX




Exhibit
Number                        Description of Document
-------                       -----------------------
            
99.1           Press Release of Registrant, dated July 25, 2002, announcing
               that it has signed a definitive agreement for the acquisition of
               privately-held AYR Networks, Inc.