Company Name: Cisco Systems, Inc.
Public Availability Date: August 31, 2005

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX 1
INQUIRY LETTER
APPENDIX 2
INQUIRY LETTER
STAFF REPLY LETTER

July 6, 2005

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, DC 20549

Re: Omission of Shareholder Proposal Submitted by Boston Common Asset Management, LLC and Domini Social Investments

Ladies and Gentlemen:

We are writing on behalf of our client Cisco Systems, Inc., a California corporation ("Cisco"), to inform you that Cisco intends to omit from its proxy card and other proxy materials for Cisco's 2005 annual meeting of shareholders, the following proposal (the "Proposal") from each of Boston Common Asset Management, LLC and Domini Social Investments (the "Proponents"):

"Shareholders request the Board to prepare a report to shareholders, at reasonable expense and omitting proprietary information, describing the progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers by May 31, 2006."

On behalf of Cisco, pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, we respectfully request confirmation that the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") will not recommend enforcement action if, for the reasons stated below, Cisco excludes the Proposal from its proxy card and other proxy materials to be distributed to Cisco's shareholders in connection with its 2005 annual meeting.

A copy of the letter from each of the Proponents to Cisco submitting the Proposal is enclosed. Pursuant to Rule 14a-8(j)(2), six additional copies of this letter and the attachments are enclosed. Pursuant to Rule 14a-8(j)(1), on behalf of Cisco, we are simultaneously providing a copy of this letter and the attachments to each Proponent.

Reasons for Excluding the Proposal

We believe that the Proposal may be excluded from Cisco's proxy card and other proxy materials, on the following grounds:

Rule 14a-8(i)(10)because the Proposal has been substantially implemented by Cisco and is, therefore, moot; and

Rules 14a-8(i)(3) and 14a-8(i)(6)because the Proposal is vague, indefinite and misleading and, therefore, in violation of Rule 14a-9 and Cisco would lack the power or authority to implement it.

Discussion

1. Cisco may omit the Proposal from its 2005 proxy card and other proxy materials because it has been substantially implemented by Cisco and is, therefore, moot.

Rule 14a-8(i)(10) provides that a company may exclude a shareholder proposal if "the company has already substantially implemented the proposal," thereby rendering it moot.

Under the standard expressed by the Commission in Exchange Act Release No. 34-19135 (August 16, 1983), a proposal may be omitted if it has been "`substantially implemented by the issuer,'" though it has not been "fully effected." In establishing this new subjective interpretative position, the Commission "determined that the previous formalistic application of this provision defeated its purpose." A company has substantially implemented a shareholder proposal if the company's relevant policies, practices and procedures "compare favorably with the guidelines of the proposal." Texaco, Inc. (March 28, 1991). Where companies have implemented the essential objectives of the proposal or have had policies, standards and procedures concerning the subject matter of the proposal already in place, the Staff has consistently found that the proposal had been substantially implemented and could be excluded under Rule 14a-8(i)(10). See, e.g., Freeport-McMoRan Copper & Gold Inc. (March 5, 2003) (permitting exclusion of a proposal requesting amendment of company's social and human rights policy, establishment of independent monitoring system, reporting of human rights violations and reporting to shareholders on implementation of the social and human rights policy where the company revised its social and human rights policy and the published an annual Economic, Social and Environmental Report); The Talbots, Inc. (April 5, 2002) (permitting exclusion of a proposal requesting implementation of a code of corporate conduct based on the United Nations International Labour Organization ("ILO") standards where the company established, among other things, Standards for Business Practice, a Labor Law Compliance Program, and a Code of Conduct for Suppliers); The Gap, Inc. (March 16, 2001) (permitting exclusion of a proposal requesting a report on child labor practices of the company's suppliers where the company had an established code of vendor conduct, monitored compliance, published information relating thereto and discussed labor issues with shareholders); Kmart Corporation (February 23, 2000) ("Kmart II") (substantially same); Nordstrom, Inc. (February 8, 1995) (permitting exclusion of a proposal requesting that the board commit to a code of conduct and describe current practices and future plans related to labor issues, where the issuer had similar policies in place).

The fact that Cisco has not delivered a report to shareholders does not preclude Cisco from excluding the Proposal. A company need not have actually distributed to shareholders a report on a given subject to have substantially complied with a shareholder proposal seeking a report on that subject, so long as the information is made available to shareholders. Kmart II (supra).

The Proposal requests that the Board publish a report describing "the progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers by May 31, 2006." Cisco has substantially implemented the Proposal through its implementation of policies, practices and procedures relating to human rights which are publicly available to shareholders as more fully described below, and is continually in the process of further developing and implementing such measures. The following paragraphs describe in more specific detail the policies, practices and procedures which support that Cisco has substantially implemented the Proposal.

Cisco has recently adopted a specific policy on human rights. The policy is publicly available on Cisco's website, www.cisco.com, and can be found by clicking on "About Cisco," then on "Corporate Citizenship," and then on "Human Rights" under the "Featured Links" section. The policy states:

"HUMAN RIGHTS

Cisco strives to treat employees, and the communities in which we serve, with respect and dignity.

A supporter of the United Nations Universal Declaration of Human Rights and Global Compact, Cisco's codes of conduct, employee policies and guidelines substantially incorporate laws and ethical principles including those pertaining to freedom of association, non-discrimination, privacy, collective bargaining, compulsory and child labor, immigration and wages and hours. These codes, policies and guidelines are reviewed by Cisco's Corporate

Citizenship Council (the "Council") consisting of an executive committee and a broad-based global membership of Cisco management.

Consistent with Cisco's culture and applicable laws, employees are encouraged to:

promote a safe, healthy and supportive work environment where employees can contribute their skills; and

participate with local stakeholders in addressing community well-being; social and economic development and environmental preservation.

Employees shall respect the human rights and dignity of others as outlined in the Code of Business Conduct, employee policies, and guidelines or local laws applying and abiding within the scope of their individual roles and responsibilities to whichever sets higher standards."

A significant amount of information on Cisco's policies, practices and procedures relating to human rights and related issues is made available to shareholders and the broader public via its Corporate Citizenship website. The Corporate Citizenship website can be found on Cisco's website, by clicking on "About Cisco," and then on "Corporate Citizenship." The Proponents clearly accessed this information in connection with drafting the Proposal. Cisco's endorsement of the United Nations Global Compact is publicly available to shareholders by clicking on "UN Global Compact" on Cisco's Corporate Citizenship website. Cisco also publishes information about some of its human rights policies in its Key Performance Data report which is also available on the Corporate Citizenship website.

Cisco has created a Corporate Citizenship Council (the "Council") consisting of an executive committee and a broad-based global membership of Cisco management. The Council represents and serves Cisco's customers, employees, shareholders and partners by continuously improving Cisco's Corporate Social Responsibility (CSR) programs and by providing a better understanding of Cisco's performance relating to CSR. The Council fulfills these responsibilities by assessing social, ethical and environmental practices and policies and by driving change, where necessary, to enhance the performance of Cisco's core business operations. Information about the Council can be found on the Corporate Citizenship website.

Cisco is also in the process of preparing a Corporate Citizenship Report that is expected to address Cisco's performance in the areas of: human rights generally; Cisco's progress towards the principles of the United Nations Global Compact, employee welfare, diversity, training and development; supplier diversity and ethics; environmental impact of product design and lifecycle and Cisco's facilities and operations; and Cisco's social investments across the world. Cisco is committed to publishing and making this report publicly available during the fall of 2005. Additionally, Cisco discusses issues that are expected to be covered by the proposed report with its shareholders.

In addition, earlier this year Cisco adopted and implemented a Supplier Code of Conduct that is based on, among other things, various codes and standards of the United Nations International Labour Organization, the United Nations Global Compact, and the United Nations Universal Declaration of Human Rights, Social Accountability International and the Ethical Trading Initiative. Cisco's Supplier Code of Conduct requires the protection of human rights by Cisco suppliers, and in countries where significant human rights issues are believed to exist, Cisco requires third-party manufacturing certifications (e.g., Social Accountability International's SA8000 standard and verification system). Further, Cisco's distributors, resellers and partners are screened against United States and certain foreign government lists for prohibited destinations and organizations. The Supplier Code of Conduct is available on the Corporate Citizenship website.

In addition, Cisco managers are responsible for ensuring adherence to Cisco's global employee policies and guidelines. Cisco has stated in its Code of Business Conduct, "We believe that long-term, trusting business relationships are built by being honest, open and fair. We promise to uphold the highest professional standards in all global business operations. We also expect that those with whom we do business (including suppliers, customers or resellers) will adhere to the standards set by Cisco's Code of Business Conduct." The Code of Business Conduct is monitored by Cisco's Ethics Program Office and annually affirmed by Cisco's employees. Cisco's Ethics Program Office is available to all employees, customers, partners and shareholders who wish to bring to Cisco's attention any potential violation of or non-compliance with Cisco's Code of Business Conduct.

Cisco has largely implemented the underlying policy of the Proposal, including adoption of a publicly available human rights policy, and continues efforts of incremental implementation consistent with the spirit of the Proposal. Cisco's Corporate Citizenship Report is just an example of Cisco's efforts in this regard. As substantial implementation does not require the entire implementation of the precise details of the proposal, we believe that Cisco has substantially implemented the proposal, rendering it moot, and that Cisco may therefore exclude the Proposal from its proxy materials pursuant to Rule 14a-8(i)(10).

* * *

As reflected above, Cisco regards human rights issues seriously and strives to promote, among other things, the worldwide improvement of working conditions, personal freedoms and diversity. Cisco believes that the steps it has taken in regard to its policies, practices and procedures relating to human rights have substantially implemented the Proposal. If the Staff does not concur with Cisco's view that the Proposal has been substantially implemented, Cisco believes that it may exclude the Proposal because it is vague, indefinite and misleading and therefore violates Rule 14a-9, and Cisco would lack the power to implement the Proposal if it passed.

* * *

2. Cisco may omit the Proposal from its 2005 proxy card and other proxy materials because it is vague, indefinite and misleading and, therefore, in violation of Rule 14a-9 and Cisco would lack the power or authority to implement it.

Rule 14a-8(i)(3) provides that a company may exclude a shareholder proposal if it is vague, indefinite and misleading and, therefore, in violation of Rule 14a-9. In particular, various no-action letters have demonstrated that a shareholder proposal may be excluded in part or in whole from a company's proxy card and other proxy materials if: (i) it is so vague and indefinite that it would be difficult for shareholders to determine with any reasonable certainty what measures the company would take in the event the proposal was approved; and (ii) any resultant action by the company would have to be made without guidance from the proposal and consequently in possible contravention of the intention of the shareholders who voted in favor of the proposal. See International Business Machines Corporation (February 2, 2005) (permitting exclusion of a proposal on the grounds that it was vague and indefinite, where the company argued that the proposal was subject to multiple interpretations); H.J. Heinz Company (May 25, 2001) (permitting exclusion of a proposal requesting that the company implement a human rights standards program on the grounds that it was vague and indefinite); NYNEX Corporation (January 12, 1990) (permitting exclusion of a proposal requesting the company not interfere with the government policies of certain foreign nations because it is "so inherently vague and indefinite" that any company action "could be significantly different from the action envisioned by the shareholders voting on the proposal"). See also Staff Legal Bulletin No. 14B (September 15, 2004) at page 5, where the Commission recently clarified its interpretative position with regard to the continued application of Rule 14a-8(i)(3) to shareholder proposals which are so inherently vague or indefinite that neither the stockholders voting on the proposal, nor the company in implementing the proposal (if approved), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires.

A proposal may also be properly omitted pursuant to Rule 14a-8(i)(6) if it is vague, and as a result, the company "would lack the power or authority to implement" the proposal. A company "lack[s] the power or authority to implement" a proposal when the proposal "is so vague and indefinite that [the company] would be unable to determine what action should be taken." International Business Machines Corporation (January 14, 1992). See also Dyer v. SEC, 287 F.2d 773, 781 (8th Cir. 1961) ("it appears to us that the proposal as drafted and submitted to the company, is so vague and indefinite as to make it impossible for either the board of directors or the stockholders at large to comprehend precisely what the proposal would entail"); and NYC Employees' Retirement System v. Brunswick Corp., 789 F. Supp. 144, 146 (S.D.N.Y. 1992) ("Shareholders are entitled to know precisely the breadth of the proposal on which they are asked to vote.")

As discussed further below, we believe that the central element of the Proposal, a "Human Rights Policy", is so vague that the Cisco shareholders will not be able to understand what action they are asking the Board of Directors of Cisco (the "Board") to take and the Board would not be able to determine what action to take to satisfy the Proposal. As such, it may properly be omitted from Cisco's 2005 proxy card and other proxy materials pursuant to Rules 14a-8(i)(3) and 14a-8(i)(6).

The Proposal requests that the Board prepare a report describing the progress toward development and implementation of a "Human Rights Policy" and the plan for implementation with partners and resellers. The Proposal does not set forth any guidance regarding the policy that is to be the subject of the report. We believe that the reference to "human rights" suggests different concepts to shareholders with different perspectives, and this is particularly true with regard to a large enterprise with employees, facilities, customers and suppliers around the world. Shareholders could have vastly different expectations about the contents of such a policy. The opportunities for confusion are so broad as to be difficult to state succinctly, but can be generalized as follows:

What is the scope of this policy? To many, a company's human rights policy might be expected to be directed to the manner in which the company does its business, itself an enormously broad concept, but one that might typically include such ideals as the company's labor and environmental practices. A human rights policy, however defined, could go even further and require that the company take action to help to ensure that its vendors, customers and partners embrace some or all elements of the policy. Such a policy could conceivably include, or perhaps even consist of, directives regarding the company's not producing products that infringe on defined "human rights" or it may call for monitoring the use of products which, if used in a manner contrary to the policy, could infringe human rights. The unspecific nature of the Proposal allows for radically divergent concepts of its scope.

What is the content of this policy? What tenets of human rights are to be addressed by this policy? For example, does the policy include matters such as women's rights, child labor issues, wage considerations, environmental compliance, protection of religious rights, freedom of speech, or prohibition against discrimination on the basis of race, religion or sexual orientation? Without any further guidance, shareholders have no idea of what human rights concerns are to be addressed by the policy.

Not only is it likely that shareholders would have different interpretations of the scope and content of an unspecific human rights policy, but these interpretations could also be conflicting. Some shareholders might believe that a company should be expected to police the activities of its customers in using its products and services, and others may have an exactly contrary belief. Additionally, it is easy to imagine that different shareholders would have different perspectives on such matters as the protection of, or restraint of, religious rights in the workplace or the guidelines to be followed in setting wages. The Proposal does not mitigate the opportunity for these conflicting interpretations.

Ample precedent exists for the exclusion of the Proposal under Rule 14a-8(i)(3) and Rule 14a-8(i)(6). In Smithfield Foods, Inc. (July 18, 2003), the Staff concurred in the company's decision to exclude, under Rule 14a-8(i)(3), a proposal that management prepare a report based upon Global Reporting Initiative Guidelines, where the company observed that the proposal did not "inform shareholders of what the Company would be required to do if the Proposal were approved as the Proposal contains no description or summary of the Guidelines." See also Lowe's Companies, Inc. (March 3, 2004) (substantially same). In Alcoa, Inc. (December 24, 2002) the Staff concurred with the company's exclusion under Rule 14a-8(i)(3) of a proposal that the company be committed to the full implementation of a "human rights standards", where the company explained that the proposal "requests that the board of directors commit the Company to the full implementation of `these human rights standards', which incorporate the conventions of the ILO, but does not identify or fairly summarize those standards." In Johnson & Johnson (February 7, 2003) the Staff concurred with the company's decision under Rule 14a-8(i)(3) to exclude a proposal calling for a report on the company's progress concerning "the Glass Ceiling Commission's business recommendations", where the company stated that the proposal was "completely devoid of any description of the substantive provisions of the `Glass Ceiling Report' or the recommendations `flowing from it.'" The Proposal shares with the proposals in each of these no-action letters a common flaw of referring to a set of standards or principles without explaining what these standards or principles are.

We believe that under Rule 14a-8, a proposal to be put before the shareholders must be stated with sufficient clarity and specificity to stand on its own. However, we recognize that when taken together, a well integrated proposal and supporting statement might together be sufficiently descriptive of the subject matter put before the shareholders to largely eliminate the possibility of confusion. In this case the "Supporting Statement" (the nine paragraphs following "Whereas") not only is not helpful in clarifying the intent of the Proposal but adds to the confusion.

The Supporting Statement generally contains three sections. The first five paragraphs seem to address the relative narrow concept of certain governments, which may or may not be customers of Cisco, monitoring Internet traffic to repress the free exchange of information. The sixth paragraph refers to the United Nations Global Compact and supports the ten principles enunciated there. These principles address human rights, labour standards, environmental protection and corrupt practices. The third section, consisting of the seventh and eighth paragraphs, notes that Cisco has systems to monitor its resellers and that this monitoring does not appear to explicitly integrate human rights concerns. In summation, the ninth paragraph of the Supporting Statement states purported advantages that would accrue to the company by adopting and implementing a human rights policy.

Upon reading the Supporting Statement we think shareholders might first believe that the intent of the Proposal is that Cisco adopt a policy to deal with the possibility that government customers will use the company's products to stifle free expression. How a company might go about controlling these actions of the government customers in the countries where it operates is a large and unanswered question. However, the second section of the Supporting Statement refers to a universal set of principles, much broader than freedom of use of the Internet. These principles, which are stated in such a broad conceptual terms as to appeal to virtually any reader, are not in any meaningful way made a part of the Proposal. Finally, the last section of the statement refers to deficiencies in the manner in which Cisco's systems for monitoring reseller activities integrate human rights concerns. Each respective shareholder could either be confused as to how the various observations in the Supporting Statement illuminate the Proposal or focus on something appealing or disagreeable in some single component of the statement and use that as a basis to vote for or against the Proposal.

We think the Board would face substantial uncertainty in implementing the Proposal if it were adopted. The Proposal requests that the Board prepare a report on its progress in developing and implementing a human rights policy and its plan for implementation with partners and resellers. As noted above, the Board would have no direction as to the scope or content of the policy on which it is supposed to report.

In summary, if both the Proposal and the Supporting Statement appear in Cisco's 2005 proxy card and other proxy materials, we believe shareholders' views would differ on the true meaning of the Proposal and no shareholder would be able to determine with any reasonable certainty what action or measures would be taken in the event the proposal were implemented. If shareholder approval were obtained, it would be impossible for the Board to know which interpretation of the Proposal passed and, therefore, the Board would be unable to determine with any reasonable certainty exactly which actions are necessary to implement the request. For the foregoing reasons, the Proposal is vague, indefinite and misleading, and, therefore, in violation of Rule 14a-9 and Cisco would lack the power or authority to implement it.

Conclusion

For the foregoing reasons, we request your confirmation that the Staff will not recommend any enforcement action to the Commission if Cisco excludes the Proposal from Cisco's proxy card and other proxy materials for its 2005 annual shareholders' meeting. Should the Staff disagree with our conclusions regarding the omission of the Proposal, or should the Staff have questions or desire any additional information in support of our position, we would appreciate an opportunity to confer with the Staff concerning these matters prior to the issuance of its Rule 14a-8(j) response. In this case, please contact me by telephone at (650) 335-7657 or by facsimile at (650) 938-5200. In addition to the six copies of this letter required pursuant to Rule 14a-8(j), we have included an extra copy. If you would kindly acknowledge receipt of this letter and the enclosures by date-stamping the extra copy and returning it to me in the self-addressed, stamped envelope, I would appreciate it.

Sincerely,

/s/

Daniel J. Winnike, Esq.

Enclosures

cc: Mark Chandler, Cisco Systems, Inc.
Dawn Wolfe, Boston Common Asset Management, LLC
Adam Kanzer, Domini Social Investments

May 27, 2005

Mr. Mark Chandler
Vice President, Legal Services, General Counsel and Secretary
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706

Re: Shareholder Resolution on Human Rights

Dear Mr. Chandler:

I am writing to you on behalf of Domini Social Investments, the manager of a socially responsible family of mutual funds based on the Domini 400 Social Index, including the Domini Social Equity Fund, the nation's oldest and largest socially and environmentally screened index fund. Our funds' portfolio holds more than 1.8 million shares of Cisco Systems stock. Cisco is currently one of our portfolio's top ten holdings.

We have been particularly pleased to hold Cisco stock in our portfolio, noting its strong performance in diversity, community, employee relations and the environment. Most importantly, perhaps, we are supportive of our company's central business purposebuilding global communities through the Internet. The development of the Internet offers considerable social and environmental benefits.

We have become increasingly concerned, however, with reports that Cisco may be involved in human rights abuses through its sales to certain governments. For example, we read with concern reports from Reporters Without Borders and Amnesty International citing Cisco's involvement with China's state security apparatus to monitor Internet use. As you are aware, China has reportedly jailed more `cyber-dissidents' than any other country in the world. We are also in receipt of Cisco's May 5\th/ letter to Boston Common Asset Management on this topic. Whether Cisco is directly involved in this activity, or only acting through resellers, does not absolve our Company of responsibility for these actions, and certainly does not remove the significant reputational risks that may attach.

Our concerns are broader than Cisco's activities in China, however. Other countries with whom Cisco does business also have a history of human rights abuses in this area, as noted by the U.S. State Department. China only serves to elevate our concern about Cisco's business practices globally.

We believe that these governmental actions to censor, monitor, isolate and jail Internet users runs counter to our Company's central business purpose. We believe these actions, if successful, present a barrier to Cisco's future prospects for success, which depend on a broadly connected, free Internet. We are writing today to request further information on the concrete steps our Company is taking to address these significant risks, and to present a shareholder proposal on Cisco's human rights policies and practices.

We are submitting the attached proposal for inclusion in the next proxy statement in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities Act of 1934. We have held more than $2,000 worth of Cisco Systems shares for greater than one year, and will maintain ownership of the required number of shares through the date of the next stockholders' annual meeting. A letter verifying our ownership of Cisco shares from Investors Bank and Trust, custodian of our Portfolio, is forthcoming under separate cover. A representative of Domini will attend the stockholders' meeting to move the resolution as required by SEC Rules.

With Cisco's filing date upon us, we are filing this resolution to preserve our rights as shareholders to present this issue to all Cisco shareholders. We welcome the opportunity to discuss these issues further with you. We are co-filing this proposal with Boston Common Asset Management. Please send any correspondence related to this matter to Dawn Wolfe's attention at Boston Common Asset Management, and to me. I can be reached at (212) 217-1027, or by email at akanzer@domini.com.

Sincerely,

/s/

Adam M. Kanzer
General Counsel

Encl.

cc: John T. Chambers, President and Chief Executive Officer
Sirima Sataman, Manager, CSR/Citizenship, Corporate Responsibility
K. Blair Christie, Vice President, Investor Relations
Dawn Wolfe, Boston Common Asset Management
Rev. David Schilling, Interfaith Center on Corporate Responsibility

CISCO SYSTEMS, INC. HUMAN RIGHTS POLICY

WHEREAS:

We believe transnational corporations doing business with repressive governments face serious risks to their reputation and share value if they are seen as responsible for, or complicit in, human rights violations;

Cisco sells its products, primarily through resellers, to government agencies and state-owned communications or information technology entities in most of the countries of the world, including China, Maldives, Tunisia, Vietnam, Saudi Arabia and Turkmenistan;

Cisco's business "is about connecting communities and helping them prepare for the Internet age." Our company is committed to conducting its business "according to globally accepted ethical principles";

Cisco's long-term business prospects depend on a broadly connected, free Internet. Any actions by Cisco or its agents to `close' the Internet, or to transform it into a tool of repression, harms long-term shareholder value;

State Department Country Reports on Human Rights Practices, Amnesty International, Reporters Without Borders and others have documented how various governments monitor Internet use, stifle free expression, and jail dissidents through manipulation of Internet technology, including those governments noted above with whom our Company does business. These actions may violate key articles of the Universal Declaration of Human Rights, including Article 3 (security of person), Article 10 (fair and impartial criminal hearings), Article 12 (privacy), Article 19 (freedom of opinion and expression), and Article 20 (freedom of assembly and association);

We commend Cisco for endorsing the United Nations' Global Compact, which commits companies to "support and respect the protection of internationally proclaimed human rights" and ensure "that they are not complicit in human rights abuses." The Global Compact's ten principles, covering human rights, the environment and anti-corruption enjoy universal consensus and are derived from broadly endorsed international agreements, including the Universal Declaration of Human Rights (www.unglobalcompact.org);

Cisco's products, however, may be used contrary to these lofty purposes;

Our company has a sophisticated system to certify and monitor resellers of its products around the world. Based on publicly available information the proponents of the resolution believe that the system does not appear to explicitly integrate human rights concerns (http://www.cisco.com/en/US/partners/prl l/pr193/partners_pgm_requirements.html). This omission places shareholder value at risk if resellers are using our Company's products to commit, or help others to commit, human rights violations as has been alleged in the media and by Amnesty International and other organizations. We believe public availability of such standards is critical to protecting the Company's reputation;

We believe significant commercial advantages may accrue to our company by adopting and implementing a comprehensive human rights policy based on internationally accepted human rights norms, including enhanced corporate reputation, improved employee recruitment and retention, improved community and stakeholder relations, and reduced risk of adverse publicity, consumer boycotts, divestment campaigns and law suits.

RESOLVED:

Shareholders request the Board to prepare a report to shareholders, at reasonable expense and omitting proprietary information, describing the progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers by May 31, 2006.

Mr. Mark Chandler

May 27, 2005

Vice President, Legal Services, General Counsel and Secretary
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134-1706

Re: Shareholder Resolution on Human Rights

Delivered via FedEx and email to CorporateSecretary@cisco.com on May 27, 2005

Dear Mr. Chandler:

Boston Common Asset Management, LLC (Boston Common) is an investment manager that serves investors concerned about the social and environmental impact, as well as the financial return, of their investments. Our clients hold 40,820 shares of Cisco Systems, Inc. (Cisco) common stock.

Since January 2005, Boston Common has raised concerns with Cisco on the critical issue of human rights. As investors, we want to be confident our Company's operations and products are not complicit in human rights abuses and do not violate internationally accepted standards on global human rights. We welcome Cisco's endorsement of the United Nations Global Compact since 2001 but believe there is a lack of transparency on how Cisco complies with the Compact's ten principles.

We are concerned particularly by growing allegations and evidence Cisco has supplied the government security apparatus of the People's Republic of China (China) with technologies enabling them to commit human rights abuses against "cyber dissidents." We know Cisco's Code of Business Conduct was designed to promote compliance with applicable governmental laws, rules and regulations. However, in China, a vast network of regulations has been expressly designed to suppress freedom of expression through the Internet and is widely known to violate basic human rights standards.

Cisco's response dated May 5, 2005 to our inquiry notes Cisco's extensive use of resellers abroad. We do not believe this absolves the Company of all responsibility for how its equipment is used. We would also like further discussion on Cisco's statement that it is not aware of the modification or redesign of products specifically for surveillance purposes. Our Company's involvement with China's Golden Shield project has been reported by organizations such as Amnesty International and Reporters Without Borders and the allegations they report appear inconsistent with your May 5, 2005 response.

Our concerns go beyond Cisco's activities in China, however, Other countries with whom Cisco does business also have a history of human rights abuses through manipulation of the Internet. China only serves to elevate our concern about Cisco's business practices globally.

In summary, we are not convinced our Company is protecting itself sufficiently from being complicit in human rights violations within its sphere of influence. Cisco appears vulnerable to being in violation of its commitment to the UN Global Compact and in violation of federal law, the U.S. Tiananmen Sanctions of 1990 that forbid the sale of crime control equipment and dual purpose technologies to China's police agencies. We believe there is significant potential for damage to our Company's reputation and therefore shareholder value.

A positive first step would be for Cisco to publicly disclose its policies and procedures that ensure it does not support human rights violations when operating in repressive regime countries. With Cisco's filing deadline approaching we are writing today to notify you of our intention to file the enclosed shareholder resolution in order to protect our rights as shareholders.

We are submitting the enclosed shareholder proposal for inclusion in the 2005 proxy statement, in accordance with Rule 14a-8 of the General Rules and Regulations of the Securities Exchange Act of 1934 (the "Act"). Boston Common is the beneficial owner, as defined in Rule 13d-3 of the Act, of at least $2,000 in market value of Cisco Systems, Inc. common stock. We have held these securities for more than one year as of the filing date and will continue to hold at least the requisite number of shares for proxy resolutions through the stockholders' meeting. Verification of ownership will be provided upon request. We are sponsoring this resolution as the primary filer. A representative of the filers will attend the stockholders' meeting to move the resolution as required.

We hope that we may discuss our proposal further. Please send correspondence related to this matter to my attention at Boston Common Asset Management, 84 State Street, Suite 1000, Boston, MA 02109. I can be reached via phone (617) 720-5557, fax (617) 720-5665, or email dwolfe@bostoncommonasset.com.

Sincerely,

/s/

Dawn Wolfe
Social Research & Advocacy Analyst

cc: John T. Chambers, President and Chief Executive Officer

K. Blair Christie, Vice President, Investor Relations
Sirima Sataman, Manager, CSR/Citizenship, Corporate Responsibility
Adam M. Kanzer, General Counsel, Domini Social Investments
Rev. David Schilling, Interfaith Center on Corporate Responsibility

WHEREAS:

We believe transnational corporations doing business with repressive governments face serious risks to their reputation and share value if they are seen as responsible for, or complicit in, human rights violations;

Cisco sells its products, primarily through resellers, to government agencies and state-owned communications or information technology entities in most of the countries of the world, including China, Maldives, Tunisia, Vietnam, Saudi Arabia and Turkmenistan;

Cisco's business "is about connecting communities and helping them prepare for the Internet age." Our company is committed to conducting its business "according to globally accepted ethical principles";

Cisco's long-term business prospects depend on a broadly connected, free Internet. Any actions by Cisco or its agents to `close' the Internet, or to transform it into a tool of repression, harms long-term shareholder value;

State Department Country Reports on Human Rights Practices, Amnesty International, Reporters Without Borders and others have documented how various governments monitor Internet use, stifle free expression, and jail dissidents through manipulation of Internet technology, including those governments noted above with whom our Company does business. These actions may violate key articles of the Universal Declaration of Human Rights, including Article 3 (security of person), Article 10 (fair and impartial criminal hearings), Article 12 (privacy), Article 19 (freedom of opinion and expression), and Article 20 (freedom of assembly and association);

We commend Cisco for endorsing the United Nations' Global Compact, which commits companies to "support and respect the protection of internationally proclaimed human rights" and ensure "that they are not complicit in human rights abuses." The Global Compact's ten principles, covering human rights, the environment and anti-corruption enjoy universal consensus and are derived from broadly endorsed international agreements, including the Universal Declaration of Human Rights (www.unglobalcompact.org);

Cisco's products, however, may be used contrary to these lofty purposes;

Our company has a sophisticated system to certify and monitor resellers of its products around the world. Based on publicly available information the proponents of the resolution believe that the system does not appear to explicitly integrate human rights concerns (http://www.cisco.com/en/US/partners/prl l/pr193/partners_pgm_requirements.html). This omission places shareholder value at risk if resellers are using our Company's products to commit, or help others to commit, human rights violations as has been alleged in the media and by Amnesty International and other organizations. We believe public availability of such standards is critical to protecting the Company's reputation;

We believe significant commercial advantages may accrue to our company by adopting and implementing a comprehensive human rights policy based on internationally accepted human rights norms, including enhanced corporate reputation, improved employee recruitment and retention, improved community and stakeholder relations, and reduced risk of adverse publicity, consumer boycotts, divestment campaigns and law suits.

RESOLVED:

Shareholders request the Board to prepare a report to shareholders, at reasonable expense and omitting proprietary information, describing the progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers by May 31, 2006.

August 19, 2005

Securities and Exchange Commission
Office of Chief Counsel
Division of Corporate Finance
800 F Street, NE
Washington, DC 20549

Re: Cisco Systems, Inc. Shareholder Proposal of Domini Social Investments LLC and Boston Common Asset Management Requesting a Human Rights Report

Dear Ladies and Gentlemen:

I am writing on behalf of Domini Social Investments LLC and Boston Common Asset Management in response to a letter written by an attorney representing Cisco Systems ("the Company") dated July 6, 2005, notifying the Commission of the Company's intention to omit the above-referenced shareholder proposal ("the Proposal," attached as Exhibit A) from the Company's proxy materials. In its letter ("No-Action Request," attached as Exhibit B), the Company argues that the Proposal may properly be excluded from the Company's materials for two reasons: first, because the Proposal has been substantially implemented (Rule 14a-8(i)(10)), and second because it is so vague and indefinite as to be materially misleading (Rule 14a-8(i)(3)) and therefore the Company would not have the power or authority to implement it 14a8(i)(6). We disagree with these contentions, and respectfully request that the Company's request for no-action relief be denied.

I. Background

At the outset, it is important to note that the Proposal does not ask the Company to adopt a human rights policy. The Proposal seeks a report to shareholders on the Company's "progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers." No such report or plan has been prepared, and the Company does not assert that any such report or plan is available.

Before addressing the Company's individual arguments, it is important to understand some of the events that preceded the drafting of the No-Action Request, with particular attention to the days leading up to the request. The Company appears to have hastily put together a human rights policy in the days leading up to the submission of the No-Action Request, in order to provide some basis for an argument that the Proposal could be excluded under Rule 14a-8(i)(10). Although the Company is certainly free to adopt policies and procedures whenever they see fit, we believe in this case that this last minute flurry of activity is not reflective of the genuine thoughtful process that would be required.

Although the Company would appear to have a lot of paper to present for Staff's review, it should be apparent that the Company has not had time for anything that could reasonably be considered `implementation.' In Proponents' view, the Company did the bare minimum of activity it felt would pass muster under Rule 14a-8(i)(10). Proponents do not believe the Company has come close to carrying that burden.

A brief timeline might help to put this in context, and to clarify Proponents' belief that these actions should not be considered substantial implementation of the Proposal:

2001: Cisco Systems endorses the United Nations' Global Compact.

January 11, 2005: Boston Common submits initial letter inquiring about growing public allegations that Cisco has provided specialized surveillance equipment, software and/or training to the Chinese security apparatus.

April 20, 2005: Boston Common submits second letter requesting a response to the three questions posed on January 11.

May 5, 2005: Cisco responds to previous letters. Proponents felt the response inadequately addressed the inquiry.

May 27, 2005: Proponents file the Proposal.

June 9, 2005: Conference call between Proponents and Company representatives to discuss the Proposal. Proponents would characterize the conversation as largely uninformative. The Company made no mention of the existence of a human rights policy or a Corporate Citizenship Council.1

June 10, 2005: Proponents receive email from Cisco including links to numerous policies related to the Company's sourcing practices. The email did not mention the existence of a human rights policy.

July 6, 2005:

Proponents receive notification from the Company that they have just adopted a Human Rights policy (See http://www.cisco.com/en/US/about/ac227/about cisco corp citi human rights.html).

No-Action Request submitted.

It should be apparent from this recent chain of events that the Company did not make any public statements regarding its human rights policies, or its approach to implementing the Global Compact, until after Proponents filed the Proposalfour years after the Company endorsed the Global Compact. The Company appears to have `adopted' its human rights policy on the eve of submitting the No-Action Request.

In addition, as discussed in greater detail below, the policies and guidelines provided by the Company do not address the issues raised by the Proposal. The Proposal does not address workplace human rights issues, and every substantive policy provided by the Company is limited in scope primarily to workplace issues. There is, in fact, not a single piece of paper that the Company can point to that explicitly addresses the issues raised in the Proposalthe Company's exposure to human rights issues through sales of its equipment to repressive governments.

The Company's specific arguments are addressed, in turn, below.

II. The Company has not substantially implemented the Proposal

The Company has adopted a human rights policy, apparently in the days preceding the submission of the No Action Request, which fails to address any of the specific issues raised by the Proposal. Even if the Company's policy did address the Proposal's request, mere adoption of a policy should not be sufficient to `substantially implement' a request for a report on policy development and implementation. The Company has not published any information regarding the implementation of this policy, or its plan for implementation with partners and resellers. Although the Company claims that it will be producing a Citizenship Report in the Fall of 2005, the Company should not be permitted to use a future event that may not occur as a basis for excluding the Proposal. We will address each of these arguments in more detail below.

A. The Company's recently adopted policy does not address the Proposal's request

The Company's Human Rights policy ("the Policy"), drafted in the eleventh hour, as discussed above, adds very little of substance to shareholders' understanding of the Company's approach to human rights issues generally, and contributes nothing to an understanding of the Company's approach to the specific human rights addressed by the Proposal, arguably among the Company's most significant human rights risks. The Policy is vague, primarily limited to the obligations of employeesnot the Company itselfand primarily relates to workplace rights.

By contrast, the Proposal explicitly discusses the Company's business dealings with repressive regimes, and several key provisions of the Universal Declaration of Human Rights ("UDHR") that are implicated by sales of Cisco's products to these countries. The Proposal specifically refers to China, Maldives, Tunisia, Vietnam, Saudi Arabia and Turkmenistan. The Proposal does not discuss workplace rights, and it does not discuss the obligations of Cisco employees. It seeks a policy and report that would guide and explain the Company's approach to human rights, and particularly those rights implicated by sales of the Company's products.

The Policy does not addresseven remotelyany of these issues. It provides no guidance for the Company's business decisions, and does not explicitly reference any standard that would be set above local law, with the exception of a vague reference to `ethical principles.' In a repressive country, obviously, it may be perfectly legal to violate a citizen's basic human rights. This Policy provides very little information to inform a shareholder how the Company would address this situation.

The Policy, for example, states that the Company's various policies `substantially incorporate laws and ethical principles including those pertaining to freedom of association, non-discrimination, privacy, collective bargaining...", etc. With the possible exception of `privacy', these are all workplace rights. In context, it is clear that the reference to `freedom of association' refers to the right of workers to form unions, not the broader sense of `freedom of association' addressed by the Proposal. The rest of the policy also addresses, in highly aspirational terms, employees' obligations in the workplace, and, more generally, to local communities. The Company notes that it is a `supporter' of the Global Compact and Universal Declaration of Human Rights, without any indication of what that support entails. The only explicit reference to the term `human rights' in the policy is bound by the Company's "Code of Business Conduct, employee policies, and guidelines or local laws" without any reference to internationally accepted human rights norms, such as the UDHR.

The information provided about the Company's "Citizenship Council" is similarly vague. Although the Council appears to oversee the application of the Policy, no information is provided to understand what steps the Council has taken to implement the policy, or assess the Company's human rights performance, if any.

The remaining sets of policies provided as addenda to the No-Action Request do not explicitly reference `human rights.' The only issues they address that fall under the definition of `human rights' are workplace issues.

The Company asserts that Proponents `clearly accessed this information in connection with drafting the Proposal', implying that Proponents' deliberately ignored material information in order to present a frivolous proposal. First, as discussed above, the information provided on the Company's website does not address the issues raised in the Proposal. Second, it is important to recall in this context that the Company's Human Rights Policy, and information about its Corporate Citizenship Council, was not posted until after the Proposal was submitted to the Company.

B. The Company has not produced a report, and should not be permitted to rely on the mere possibility of a future Report

The only reference to a report that would possibly address the Proposal's request is in the form of a commitment to produce a Corporate Citizenship Report that is "expected" to address human rights issues in the fall of 2005. The Company cites this non-existent "Corporate Citizenship Report" as an example of Cisco's efforts to implement its human rights policy (No-Action Request at 5). Unless this statement was meant to be ironic, it is unclear to Proponents what it means.

The Company is asking the Staff to provide no-action relief based on a report that has not been published, outlined, or drafted, and may or may not cover the issues addressed by the Proposal. Cisco also claims to discuss "issues that are expected to be covered by the proposed report with its shareholders." Proponents have had no such discussion with the Company. On the same day the Company submitted its No Action Request, Proponents were provided with the Policy, and a vague description of this proposed report that matches the description provided in the No-Action Request (No-Action Request at 4.)

The Company has not presented any precedent in support of this extraordinary argument, which would, in our view, require the Staff to ignore the commonly accepted meaning of both "substantial" and "implemented." It is difficult to understand how the Company can suggest that the mere possibility of a future report is sufficient to satisfy Rule 14a-8(i)(10). If the word `substantial' has any meaning, it is that Staff must have the opportunity to review a Company's current actions to determine how close they come to the Proposal's request. A mere promise to produce a report in the future that may not even address the issues presented by a proposal cannot possibly constitute `substantial implementation' of a request for a report. In Burlington Resources, Inc. (February 4, 2005), for example, a proposal seeking a sustainability report withstood a challenge under Rule 14a-8(i)(10) where the Company had "publicly disclosed that it ... formally commissioned a Corporate Social Responsibility initiative (CSR)," components of which would "include Company policies and practices relating to the impact of its business on the environment and the communities where it operates, among other things," but had not determined the "specific form and substance of the report."

Cisco argues that the fact that it has not "delivered" a report to shareholders does not preclude the Company from excluding the Proposal (No-Action Request at 2). The Company cites Kmart (February 23, 2000) on this point, but Kmart is easily distinguishable from the instant case. In Kmart, the Company notified shareholders of the availability of the report requested, but did not actually deliver the report. Cisco does not have a report to deliver.

C. Prior Precedent Cited by the Company is Easily Distinguished

Each of the no-action letters cited by the Company in support of its argument is easily distinguishable from the current case. In each of Texaco Inc. (March 28, 1991), The Talbots, Inc. (April 5, 2002), and The Gap, Inc. (March 16, 2001), the company provided a detailed description of its implementation of the proposals at issue, describing codes of ethics that addressed each of the issues raised by proponents, monitoring systems, public reporting, and regular consultation with shareholders on the issues in question. In Nordstrom, Inc. (February 8, 1995), the company produced a report. Although proponents disagreed in each case that the company had adequately addressed their proposals, the dispute generally concerned the degree to which the company had implemented each point, not whether a point had been addressed at all. In Kmart Corp. (February 23, 2000), the Staff's decision appears to have turned on Kmart's representation that it had produced a report discussing the issues raised by the proposal and notified shareholders in its Annual Report of its availability. In Freeport-McMoRan Copper & Gold Inc. (March 5, 2003), the company implemented five of the proposal's six components.

In contrast to the fairly rigorous codes of conduct, monitoring programs, public reporting, and shareholder consultation described by the above-referenced corporations, Cisco falls far short of implementing the Proposal. Of all the materials produced by the Company along with its no-action request, only its vague human rights policy, and its endorsement of the Global Compact (which was noted in the Proposal), explicitly include the term `human rights.' Its Policy, as discussed above, does not address the issues raised by the Proposal, and its scope appears to preclude any application to the issues addressed by the Proposal. By contrast, for example, in The Talbots, Inc. and The Gap decisions, both companies had codes of conduct that addressed each of the individual ILO conventions sought by proponents.

In addition, the Company has taken no steps at all to address the Proposal's request for a report on implementation, and has provided no information regarding implementation of the Policy. Staff has rejected numerous no-action requests based on Rule 14a-8(i)(10) where companies have taken far more significant steps towards implementation. See, e.g., The Coca-Cola Co. (Jan. 19, 2004)(Provision of information relating to stock option grants by race and gender to a third party, resulting in public report, insufficient where shareholders sought direct access to data), 3M Company (March 2, 2005) (Proposal requesting implementation and/or increased activity on eleven principles relating to human and labor rights in China not substantially implemented despite company's comprehensive policies and guidelines, including those that set specific expectations for China-based suppliers), The Dow Chemical Company (February 23, 2005)(Proposal seeking report relating to toxic substances not substantially implemented by a public report that fails to address core concerns raised by the Proposal).

III. The Proposal is not Vague, Indefinite or Misleading

A. The Company's argument relies on a misreading of the Proposal

The Company's argument that the Proposal is vague, indefinite and misleading relies on a fairly circuitous and confusing reading. It is not even clear in some cases which sections of the Proposal the Company is discussing.

The logic of the Proposal is clear. In order to create a sense of confusion, the Company needed to re-order the Proposal, and essentially read it inside out. Although Proponents' believe the Proposal is clear, and speaks for itself, the thread of the Proposal is this:

The first four whereas clauses lay the groundwork for the argument, explaining the risks presented to companies that are seen to be complicit in human rights violations, and list a number of countries where Cisco sells its products that have documented human rights violations.

The fifth whereas clause explains a very specific risk to Cisco's businessdocumented use of Internet technology by repressive governments that violates several key articles of the Universal Declaration of Human Rights.

The sixth whereas clause describes Cisco's commitment to the United Nations' Global Compact.

The seventh whereas clause states, in its entirety, that "Cisco's products, however, may be used contrary to these lofty purposes."

The eighth whereas clause discusses Cisco's current policies and procedures, which do not appear to address the human rights issues discussed in the preceding clauses.

The last whereas clause states Proponents' belief that Cisco would benefit from a comprehensive human rights policy.

The resolved clause then requests a report "describing the Company's progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers."

The Company argues that at some point in the Proposal ("the second section of the supporting statement"), there is reference to a "universal set of principles, much broader than freedom of use of the Internet," and suggests that these principles bear no meaningful relation to the Proposal. (No-Action Request at 8). Presumably, the Company is referring to the fifth whereas clause of the Proposal, the only clause that describes a set of principles. We presume that the Company has a very clear understanding of how these principles relate to use of the Internet, as these types of abuses are discussed in the State Department Country reports covering a number of countries where the Company has registered resellers. If the Company has any commitment to implementing its Human Rights Policy, we assume it must have at least consulted reliable reports on the human rights issues presented in the countries in which it does business. Even without such a commitment to implementation, we presume the Company has at least read the various reports that implicate Cisco in human rights violations through its sales to repressive governments. (See, e.g., Internet Under Surveillance, Reporters Without Borders 2004 Report; Internet Filtering in China 2004-2005, The OpenNet Initiative collaborative partnership (University of Toronto, Harvard Law School, University of Cambridge); China: Controls tighten as Internet activism grows, Amnesty International, January 2004.)

Nevertheless, the following explains the application of each principle to the types of documented abuses referenced in the Proposal:

A number of countries where Cisco has registered resellers, and presumably does business, have used the Internet to violate their citizens' human rights by imprisoning cyber-dissidents (UDHR Article 3, Security of Persons) for expressing controversial opinions on the Internet (UDHR Article 19, freedom of opinion and expression), or for associating with banned organizations (UDHR Article 20, freedom of assembly and association). As documented by the U.S. State Department, Amnesty International and others, these governments use Internet technology, such as the technology sold and configured by the Company, to spy on its citizens (UDHR Article 12, privacy), and arrest them without due process of law (UDHR Article 10, fair and impartial criminal hearings).

These are clearly very serious human rights violations, and, contrary to the Company's assertion, they very directly relate to `freedom of use of the Internet.' These principles, as noted above, are notably absent in Cisco's published policies.2

B. The Proposal's request for a human rights report is not likely to confuse shareholders

In addition to a rather convoluted reading of the Proposal, the Company makes a variety of startling assertions about the vagueness of the term "human rights policy." The Company asserts that "`human rights' suggests different concepts to shareholders with different perspectives ...." The Company then goes on to speculate about all the various ways a shareholder might misinterpret this request. This entire discussion, in Proponents' view, is a distraction, and is disingenuous.

First, the Company has publicly endorsed the Global Compact, and adopted what it calls a "Human Rights Policy." It would not have done so if it truly believed that this commitment would confuse its shareholders. In any case, any confused shareholder can visit Cisco's website, and click on "Universal Declaration of Human Rights" which will take them to the United Nations' website, containing the basic principles the nations of the world have agreed constitute `human rights.' This basic understanding has been in place since 1945. If there were any sense to the Company's argument, it would not have taken the risk of confusing its shareholders by adopting a human rights policy, and it certainly would not have adopted such a vague policy.

Second, any shareholder reading the Proposal would come to a very clear understanding of what is meant by "human rights policy" by reading the fifth whereas clause which uses plain English to enumerate several key principles of the UDHR. At the very least, a confused shareholder would assume the requested policy was meant to include these key principles.

C. Shareholder `expectations' of a policy or report's contents are irrelevant

"Human rights" potentially encompasses a broad spectrum of issues. It does not appear consistent with Staff's prior decisions to require that every shareholder agree on every one of these issues in order to render a Proposal vague, indefinite and misleading, particularly where a subset of those issues are clearly enumerated in the Proposal.

Whether or not a shareholder understood exactly what a `human rights policy' entails, she could clearly understand that the Company has endorsed something called the "Global Compact" which purports to address corporate human rights performance, and has now adopted a "human rights policy", but has not described to shareholders how it intends to protect shareholder value by implementing these commitments. The Proposal, to this hypothetical confused shareholder, is an accountability proposal. It asks the Company to report on what it has done to implement these grand commitments it has made. The Proposal also provides a number of reasons why this shareholder ought to care how the Company has implemented this commitment, as there are clearly reputational and other business risks presented.

The various concepts and expectations about human rights the average shareholder maintains are irrelevant. What is relevant is how the Company defines its obligations, and what the Company is doing to implement them. The Company argues, for example, that "some shareholders might believe that a company should be expected to police the activities of its customers in using its products and services, and others may have an exactly contrary belief." (No-Action Request at 7). The Company is correctshareholders may not agree on what constitutes an adequate human rights program. They do, however, have a right to understand what the Company's program looks like in order to evaluate whether it matches their expectations. There is a significant difference between understanding what a Proposal requests, and agreeing with the content of the ultimate report that is produced.

D. The Proposal does not seek full implementation of a set of external standardsit seeks a report on the Company's approach to human rights

The Company argues that the Proposal shares with each of the proposals in the no-action letters it cites "a common flaw of referring to a set of standards or principles without explaining what these standards or principles are." (No-Action Request at 7). Proponents strongly disagree.

The Proposal should be distinguished from those presented to many companies, where a proponent asks a company to adopt a code, or prepare a report, based on a set of third party standards that are not well defined in the proposal, or that may be unfamiliar to the company or its shareholders. With respect to Cisco, the Company has voluntarily made a commitment to human rights, albeit a vague and undefined commitment. The Proposal seeks to hold the Company accountable to the commitment it has already made. It defies logic to argue that any confusion should be created by a request for an implementation report on a prior public commitment.

Proposals that request the "full implementation" of a complex set of guidelines or standards developed by a third party that are not clearly described in the proposal, fail. For example, in Kohl's Corporation (March 13, 2001), the Proposal requested full implementation of the SA8000 standards on human rights, but arguably did not provide sufficient detail regarding this complex set of standards (See also, McDonald's (March 13, 2001)(requesting full implementation of SA8000 standards) and Alcoa (December 24, 2002)(requesting full implementation of set of human rights standards)). All of the precedents cited by the Company refer to a specific set of guidelines created by a third partythe Global Reporting Initiative, SA8000, the Glass Ceiling Commission, the International Labor Organisationbut, in Staff's view, apparently lacked the specificity to explain to shareholders exactly what these guidelines were. The average shareholder, for example, would be expected to know what `human rights' refers to, but would be unlikely to understand the scope of the SA8000 standards, or the ILO Conventions without further guidance.

A review of Staff's decisions on proposals requesting `sustainability' reports is instructive. "Human rights" has arguably been a household term since the end of the Second World War. "Sustainability", however, is a relatively new term that may not be familiar to some shareholders. Nevertheless, proposals that request a sustainability report, including those that ask the company to define the term, survive challenge under Rule 14a-8(i)(3). See, e.g., Wendy's, International (February 10, 2005), Johnson Controls, Inc. (November 14, 2002), Wal-Mart Stores, Inc. (February 17, 2004), and Hormel Foods Corporation (October 22, 2004). The Company has failed to draw a critical distinction between these two types of proposals, citing a number of precedents that seek full implementation of a third party set of guidelines. The Proposal is far closer to the type of Proposal sustained in Johnson Controls (supra).

The Proposal does not request full implementation of a set of standards developed by a third party. Rather, it asks the Company to provide shareholders with a report on the steps it has taken to develop and implement a human rights policy. "Human rights" does not refer to a specific set of complex guidelines, such as the Global Reporting Initiative, or the ILO conventions. It is a commonly understood term, assisted in its definition by the principles enumerated in the fifth whereas clause.

As discussed above, the Company speculates at length on what shareholder expectations might be about the scope or content of its policy, and what it should or should not do to implement the policy.3 That debate can occur after the Company has produced its report. The Proposal does not prescribe to the Company how to do the report, or what should be in its policy. It does not, for example, ask the Company to adopt a Code that incorporates the principles of the UDHRfully or partially. It does not seek a report based on its implementation of the provisions of the Global Compact. It merely seeks a progress report to learn how the Company is addressing the critical human rights risks it faces, and how it is implementing its public commitments to human rights.

The Company has said it takes human rights issues seriously. The Proposal seeks evidence to support that claim.

Although the Proposal does not provide specific guidance for how to prepare this report, in Proponents' view, the average shareholder would assume that such a report would describe the steps taken to adopt a human rights policy, the content of that policy, and the steps taken to implement that policy, including performance benchmarks. Such a report could also include a description of problems the Company has identified, and corrective actions taken.

In short, Proponents believe the Proposal is clear, and would not present any confusion to the average shareholder. It is certainly within the Company's power to implement. The precedents cited by the Company on Rule 14a-6(i)(6) amount to nothing more than a distraction, as the proposals are so significantly different from the instant Proposal. In both NYNEX Corporation (January 12, 1990) and NYC Employees' Retirement System v. Brunswick Corp. 789 F. Supp 144 (S.D.N.Y. 1992), for example, the proposals are so complex, requiring a number of independent judgments about matters potentially outside the scope of the company's authority, as to be irrelevant to consideration of the Proposal. International Business Machines Corporation (January 14, 1992) lies at the other end of the spectrum. The entire resolved clause of the proposal in IBM, which related to women's rights read as follows: "It is now apparent that the need for representation has become a necessity."

Corporate endorsers of the Global Compact are encouraged to provide the United Nations with annual progress reports on implementation. Although the Proposal does not seek a Global Compact implementation report, the commitment sought by the United Nations is not so vastly different from the Proposal's request. Proponents presume the Company would not have made a commitment to the United Nations it did not have the authority to implement. Proponents would also argue that the Company's `commitment' to produce a Citizenship Report in the Fall that, in Company's view, `substantially implements' the Proposal, belies the Company's argument that it is not within its power to define, understand, or effect the Proposal's request.

IV. Conclusion

In sum, the Proposal requests that the Company issue a report "describing the progress toward development and implementation of a Company Human Rights policy and the plan for implementation with partners and resellers...." The Company has produced a hastily drafted human rights policy in response, and presented a group of policies that do not address the issues raised by the Proposal, and a vague commitment to produce a report in the Fall. It has not `substantially implemented' the Proposal.

The Proposal clearly outlines specific human rights risks faced by the Company. It does not seek to prescribe the scope of the Company's policy, or an implementation plan. It merely seeks a report to allow shareholders to adequately assess how the Company is addressing these very real issues.

The Company's arguments rely primarily on easily distinguishable no-action letters, and a speculative reading of the Proposal that appears to deliberately ignore the central thread of the Proposal. The Proposal is clear, and the Company knows what it seeks. It has made public commitments to uphold human rights, and it has provided no information on what it has done to live up to these commitments.

For all of the reasons above, we respectfully request that the Company's request for no-action relief be denied.

Respectfully submitted,

/s/

Adam Kanzer
General Counsel

Encl.

cc: Daniel J. Winnike, Esq., Fenwick & West LLP
Mark Chandler, Esq., Cisco Systems
Sirima Sataman, Cisco Systems
Dawn Wolfe, Boston Common Asset Management

-----FOOTNOTES-----

1 Had these items been in place at the time, Proponents find it highly unlikely they would have gone unmentioned, as it was the Company's intention to encourage withdrawal of the Proposal. In addition, Ms. Sirima Sataman, a participant on the call, sits on the Corporate Citizenship Council. Another possibility is that the Council's mandate had not included `human rights' at the time of the call (it is still not clear from the Company's website that it does).

2 As noted above, Cisco's Policy does reference `freedom of association,' but it should be clear from the context of the reference that this refers to the workplace right to freely associate and form unions, not the broader right to freely associate addressed by the Proposal.

3 It is interesting that the Company feels free to speculate about this after it claims to have adopted a human rights policy. The reality is that the policy it `adopted' is so vague as to leave all of these questions open.

[STAFF REPLY LETTER]

August 31, 2005

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Cisco Systems, Inc. Incoming letter dated July 6, 2005

The proposal requests the board to prepare a report to shareholders describing the progress toward development and implementation of a human rights policy and the plan for implementation with partners and resellers.

We are unable to concur in your view that Cisco may exclude the proposal under rule 14a-8(i)(3) or 14a-8(i)(6). Accordingly, we do not believe that Cisco may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3) or 14a-8(i)(6).

We are unable to concur in your view that Cisco may exclude the proposal under rule 14a-8(i)(10). Accordingly, we do not believe that Cisco may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel