Restated Articles Of Incorporation

CERTIFICATE OF AMENDMENT
OF THE RESTATED ARTICLES OF INCORPORATION OF
CISCO SYSTEMS, INC.
A CALIFORNIA CORPORATION


The undersigned, John T. Chambers and Larry R. Carter, hereby certify that:


ONE: They are the duly elected and acting President and Secretary, respectively, of said corporation.


TWO: The Restated Articles of Incorporation of said corporation, filed on January 7, 1998, shall be amended as set forth in this Certificate of Amendment.


THREE: Section A of ARTICLE IV of the Restated Articles of Incorporation is amended to read in its entirety as follows:


"(A) CLASSES OF STOCK. This corporation is authorized to issue
two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The total number of shares that the corporation is
authorized to issue is Two Billion Seven Hundred Five Million
(2,705,000,000) shares. Two Billion Seven Hundred Million
(2,700,000,000) shares shall be Common Stock, par value of $0.001, and
Five Million (5,000,000) shares shall be Preferred Stock.


As of September 15, 1998, every two (2) shares of Common Stock
outstanding are split into three (3) shares of Common Stock."


FOUR: The foregoing Certificate of Amendment has been duly approved by the Board of Directors of the Corporation.


FIVE: The foregoing Certificate of Amendment of the Restated Articles of Incorporation does not require shareholder approval pursuant to Section 902(c) of the General Corporation Law of the State of California. No shares of Preferred Stock are outstanding.


IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment on August 19, 1998.


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John T. Chambers
President


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Larry R. Carter
Secretary


The undersigned certify under penalty of perjury that they have read the foregoing Certificate of Amendment and know the contents thereof, and that the statements therein are true.


Executed at San Jose, California, on August 19, 1998.


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John T. Chambers


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Larry R. Carter


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RESTATED ARTICLES OF INCORPORATION
OF CISCO SYSTEMS, INC.,
A CALIFORNIA CORPORATION


The undersigned, John T. Chambers and Larry R. Carter, hereby certifies that:


ONE: They are the duly elected and acting President and Secretary, respectively, of said corporation.


TWO: The Restated Articles of Incorporation of said corporation shall be amended and restated in its entirety to read in full as follows:


ARTICLE I


The name of this corporation is Cisco Systems, Inc.


ARTICLE II


The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.


ARTICLE III


The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.


ARTICLE IV


(A) CLASSES OF STOCK. This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares that the corporation is authorized to issue is Two Billion Four Hundred Five Million (2,405,000,000) shares. Two Billion Four Hundred Million (2,400,000,000) shares shall be Common Stock, par value of $0.001 and Five Million (5,000,000) shares shall be Preferred Stock.


(B) RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK. The Preferred Stock authorized by these Restated Articles of Incorporation may be issued from time to time in series. The Board of Directors is hereby authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed upon series of Preferred Stock,


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and the number of shares constituting any such series and the designation thereof, or of any of them. Subject to compliance with applicable protective voting rights that have been or may be granted to the Preferred Stock or any series thereof in any Certificate of Determination or the corporation's Articles of Incorporation ("Protective Provisions"), but notwithstanding any other rights of the Preferred Stock or any series thereof, the rights, privileges, preferences and restrictions of any such additional series may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote or written consent), or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. Subject to compliance with applicable Protective Provisions, the Board of Directors also is authorized to increase or decrease the number of shares of any series prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.


1. REPURCHASE OF SHARES. In connection with repurchases by this corporation of its Common Stock pursuant to its agreements with certain of the holders thereof, Sections 502 and 503 of the California General Corporation Law shall not apply in whole or in part with respect to such repurchases.


(C) COMMON STOCK.


1. DIVIDEND RIGHTS. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.


2. LIQUIDATION RIGHTS. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to liquidation, upon the liquidation, dissolution or winding up of the corporation, the assets of the corporation shall be distributed to the holders of the Common Stock.


3. REDEMPTION. The Common Stock is not redeemable.


4. VOTING RIGHTS. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws of this corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.


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ARTICLE V


(A) The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.


(B) The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.


ARTICLE VI


Shareholders of this corporation shall not be entitled to cumulate their votes at any election of directors of this corporation. The corporation's common stock is qualified for trading on the Nasdaq National Market and there were at least 800 holders of its equity securities as of the record date of the most recent annual shareholders meeting.


THREE: The foregoing restatement of the Restated Articles of Incorporation, as amended, has been duly approved by the Board of Directors of said corporation and does not require shareholder approval pursuant to section 910(b) of the California Corporations Code.


IN WITNESS WHEREOF, the undersigned have executed these Restated Articles of Incorporation on the _____ of December 1997.


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John T. Chambers, President


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Larry R. Carter, Secretary


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The undersigned certifies under penalty of perjury that they have read the foregoing Restated Articles of Incorporation and know the contents thereof, and that the statements therein are true.


Executed at San Jose, California, on December ____, 1997.


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