EXHIBIT 3.02
CERTIFICATE OF
AMENDMENT TO THE BYLAWS OF
CISCO SYSTEMS, INC.
The undersigned, Secretary of Cisco Systems, Inc., hereby
represents that Article III, Section 2 of the Company's Bylaws was amended by
the Board of Directors of the Company on July 31, 1996. By such amendment, the
first and second sentences of Article III, Section 2 are to be deleted in their
entirety and replaced with the following sentence:
"The number of authorized directors shall be not less than
seven (7) nor more than thirteen (13), the exact number of directors to
be fixed from time to time within such range by a duly adopted
resolution of the Board of Directors or shareholders."
/s/ LARRY R. CARTER
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Larry R. Carter
Secretary and Chief Financial Officer