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January 3, 2001
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Cisco Systems, Inc.
Form S-3 Registration Statement Filed on March 2, 1998
File No. 333-47191
Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended (the "Securities Act"), Cisco Systems, Inc., a Delaware corporation (the
"Registrant"), hereby respectfully makes application to the Securities and
Exchange Commission (the "Commission") to (1) withdraw the above-referenced
registration statement, together with all exhibits, amendments and supplements
thereto (the "Registration Statement"), and (2) deregister any shares identified
in the Registration Statement which have not been sold to date under the terms
described therein, with such application to be approved effective as of the date
hereof or at the earliest practical date thereafter. The Registration Statement
was first filed with the Commission on March 2, 1998.
The Registration Statement was filed by the Registrant on behalf of its
securityholders with whom Registrant entered into a registration rights
agreement in connection with the Registrant's acquisition of Lightspeed
International, Inc. ("Lightspeed"). The securities which were the subject of the
Registration Statement were distributed by the Registrant to the former
stockholders of Lightspeed in connection with the acquisition. The acquisition
took place over two (2) years ago therefore the shares registered in the
Registration Statement no longer need to be registered and are freely tradeable
pursuant to Rule 144(k) of the Securities Act of 1933, as amended. By
withdrawing the Registration Statement at this time, the Registrant seeks to
save the expense associated with maintaining the effectiveness of a registration
statement.
Kindly direct any questions you have regarding Registrant's request to
withdraw the Registration Statement to the undersigned at (408) 526-4000.
Very truly yours,
/s/ Scott D. Lester
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Scott D. Lester, Esq.
Legal Counsel
