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 * CHANDLER MARK D   2. Issuer Name and Ticker or Trading Symbol CISCO SYSTEMS INC [CSCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, LglSrvs, GenCnsl & Secty (Last) (First) (Middle) 170 WEST TASMAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 04/04/2011 (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 04/04/2011   M(1)   30,000 A $ 16.15 444,090 (2) D   Common Stock 04/04/2011   S(1)   30,000 D $ 17.02 414,090 (2) D   Common Stock               19,776 (3) I by Family Trust (4) Common Stock               5,600 I by Trust (5)

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

Non-Qualified Stock Option (right to buy)

$ 16.15

04/04/2011

M(1)

30,000

04/05/2003(6)

04/05/2011

Common Stock

30,000

$ 0

0 (7)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHANDLER MARK D 170 WEST TASMAN DRIVE SAN JOSE, CA 95134			SVP, LglSrvs, GenCnsl & Secty

Signatures

/s/ Mark D. Chandler by Evan Sloves, Attorney-in-Fact		04/04/2011
**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)	This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 17, 2010.
(2)	Since the reporting person's last Form 4 filing, the reporting person transferred 86,786 shares previously reported as directly owned in a transaction exempt from reporting under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such shares are no longer beneficially owned by the reporting person. Also includes 108,806 shares that were previously reported as indirectly beneficially owned by Family Trust which were distributed and became directly owned by the reporting person pursuant to a transaction exempt from reporting under Section 16(a) of the Exchange Act.
(3)	Since the reporting person's last Form 4 filing, the reporting person transferred 108,806 shares previously reported as indirectly owned by Family Trust in a transaction exempt from reporting under Section 16(a) of the Exchange Act, and such shares are no longer beneficially owned by the reporting person. Also excludes the 108,806 shares that were previously reported as indirectly beneficially owned by Family Trust which were distributed and became directly owned by the reporting person as described in footnote (2) above.
(4)	By Mark Chandler and Christina S. Kenrick Family Trust dated 3/10/97.
(5)	The reporting person is one of three co-trustees and is a remainder beneficiary of the trust. 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.
(6)	The option vested as to twenty percent (20%) of the shares on the one (1) year anniversary of the grant date, and as to the remaining eighty percent (80%) of the shares thereafter in forty-eight (48) successive equal monthly installments.
(7)	Since the last reporting of this stock option, the reporting person transferred 30,000 of the underlying securities in a transaction exempt from reporting under Section 16(a) of the Exchange Act, and such securities are no longer beneficially owned by the reporting person.

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