<PAGE>   1

As filed with the Securities and Exchange Commission on November 5, 1999
                                                   Registration No. 333-_______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               VCAMPUS CORPORATION
                               -------------------
               (Exact name of issuer as specified in its charter)

             DELAWARE                                          54-1290319
             --------                                          ----------
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

            8251 GREENSBORO DRIVE, SUITE 500, McLEAN, VIRGINIA 22102
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 1996 STOCK PLAN
                            (Full title of the plans)

                  NARASIMHAN P. KANNAN, CHIEF EXECUTIVE OFFICER
                               VCAMPUS CORPORATION
                        8251 GREENSBORO DRIVE, SUITE 500
                             McLEAN, VIRGINIA 22102
                             ----------------------
                     (Name and address of agent for service)

                                 (703) 893-7800
                                 --------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Kevin A. Prakke, Esq.
                        Wyrick Robbins Yates & Ponton LLP
                        4101 Lake Boone Trail, Suite 300
                          Raleigh, North Carolina 27607
                                 (919) 781-4000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================
      TITLE OF                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO                 AMOUNTS TO           OFFERING PRICE            AGGREGATE             AMOUNT OF
   BE REGISTERED                BE REGISTERED            PER SHARE           OFFERING PRICE        REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>                   <C>                    <C>
  COMMON STOCK,
  PAR VALUE
  $0.01 PER SHARE               1,000,000 SHARES          $2.4375(1)         $2,437,500.00(1)       $677.63(1)
======================================================================================================================
</TABLE>

(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
    PURSUANT TO RULE 457(c), BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES FOR
    THE COMMON STOCK ON THE NASDAQ SMALLCAP MARKET ON NOVEMBER 3, 1999.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents heretofore filed by VCampus Corporation,
formerly UOL Publishing, Inc. (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

           (a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed pursuant to Section 13 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

           (b) The Company's Proxy Statement dated July 30, 1999, filed pursuant
to Section 14 of the Exchange Act, in connection with the Annual Meeting of
Stockholders of the Company held on September 9, 1999;

           (c) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1999, filed pursuant to Section 13 of the Exchange
Act;

           (d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-21421) filed pursuant
to Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

           All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.

           Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

                                       2
<PAGE>   3

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 145 ("Section 145") of the Delaware General Corporation Law,
as amended, generally provides that a director or officer of a corporation (i)
shall be indemnified by the corporation for all expense of such legal
proceedings when he or she is successful on the merits, (ii) may be indemnified
by the corporation for the expenses, judgments, fines and amounts paid in
settlement of such proceedings (other than a derivative suit), even if he or she
is not successful on the merits, if he or she acts in good faith and in a manner
he or she reasonably believes to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he or she is not successful on the merits, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation. No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his or her duties to
the corporation, unless a corporation determines that, despite such
adjudication, but in view of all the circumstances, he or she is entitled to
indemnification. The indemnification described in clauses (ii) and (iii) above
may be made upon a determination that indemnification is proper because the
applicable standard of conduct has been met. Such a determination may be made by
a majority of a quorum of disinterested directors, independent legal counsel,
the stockholders or a court of competent jurisdiction.

           Article VI of the Company's Bylaws provides in substance that, to the
fullest extent permitted by Delaware law as it now exists or as amended, each
director and officer shall be indemnified against reasonable costs and expenses,
including attorneys' fees and any liabilities which he or she may incur in
connection with any action to which he or she may be made a party by reason or
his or her being or having been a director or officer of the Registrant. The
indemnification provided by the Company's Bylaws is not deemed exclusive of or
intended in any way to limit any other rights to which any person seeking
indemnification may be entitled.

           Section 102(b)(7) of the Delaware General Corporation Law, as
amended, permits a corporation to provide in its Certificate of Incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Article VII of the Company's Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

           The Registrant maintains liability insurance insuring the
Registrant's officers and directors against liabilities that they may incur in
such capacities.

                                       3
<PAGE>   4

           Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           With respect to restricted securities to be reoffered or resold
pursuant to this registration statement, if any, the sales of such securities
were deemed to be exempt from registration under the Act in reliance upon
Section 4(2) of the Act or Regulation D or Rule 701 promulgated thereunder as
transactions by an issuer not involving a public offering. Recipients of the
securities in each such transaction represented their intentions to acquire such
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the
instruments issued in such transactions. All recipients had adequate access to
information about the Company.

Item 8.    EXHIBITS.

           The following exhibits are filed as part of this Registration
Statement:

<TABLE>
<CAPTION>
Exhibit
 Number                             Description
 ------                             -----------
<S>             <C>
5.1              Opinion of Wyrick, Robbins Yates & Ponton LLP

10.9*            1996 Stock Plan

23.1             Consent of Ernst & Young LLP, independent auditors

23.2             Consent of Wyrick Robbins Yates & Ponton LLP (included
                 in Exhibit 5.1).

24.1             Power of Attorney (see page S-1).
</TABLE>

----------------

*  Previously filed

Item 9.    UNDERTAKINGS.

           (a)   The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement to
        include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;

                                       4
<PAGE>   5

                 (2) That, for the purpose of determining any liability under
        the Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and

                 (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of McLean, State of Virginia, on the 3rd day of
November 1999.

                              VCAMPUS CORPORATION

                           By: /s/ Narasimhan P. Kannan
                              -----------------------------------
                              Narasimhan P. Kannan,
                              Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Narasimhan P. Kannan and Michael A. Schwien, and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 has been signed below by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>

          Signature                              Title                            Date
          ---------                              -----                            ----
<S>                                     <C>                                  <C>
/s/ Narasimhan P. Kannan                Chief Executive                          November 3, 1999
------------------------------          Officer and Director
Narasimhan P. Kannan                    (Principal Executive
                                        Officer



/s/ Michael A. Schwien                  Chief Financial                          November 2, 1999
------------------------------          Officer (Principal
Michael A. Schwien                      Financial and
                                        Accounting Officer)


</TABLE>

                                      S-1
<PAGE>   7



<TABLE>
<S>                                  <C>                                <C>
/s/ Edson D. DeCastro                   Director                           November 2, 1999
------------------------------
Edson D. deCastro


/s/ Kamyar Kaviani                      Director                           November 3, 1999
------------------------------
Kamyar Kaviani


/s/ William E. Kimberly                 Director                           November 2, 1999
------------------------------
William E. Kimberly


/s/ Steven M. H. Wallman                Director                           November 2, 1999
-----------------------------
Steven M. H. Wallman
</TABLE>




                                     S-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17821}]
{"company-data": {"conformed-name": "VCAMPUS CORP", "cik": "0000943742", "assigned-sic": "8900", "irs-number": "541290319", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90489", "film-number": "99742664"}, "business-address": {"street1": "8251 GREENSBORO DRIVE", "street2": "SIUTE 500", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7038937800"}, "mail-address": {"street1": "8251 GREENSBORO DRIVE", "street2": "SUITE 500", "city": "MCLEAN", "state": "VA", "zip": "22102"}, "former-company": [{"former-conformed-name": "UOL PUBLISHING INC", "date-changed": "19960917"}, {"former-conformed-name": "UNIVERSITY ONLINE INC", "date-changed": "19960903"}]}
1

As filed with the Securities and Exchange Commission on November 5, 1999
                                                   Registration No. 333-_______
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               VCAMPUS CORPORATION
                               -------------------
               (Exact name of issuer as specified in its charter)

             DELAWARE                                          54-1290319
             --------                                          ----------
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

            8251 GREENSBORO DRIVE, SUITE 500, McLEAN, VIRGINIA 22102
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 1996 STOCK PLAN
                            (Full title of the plans)

                  NARASIMHAN P. KANNAN, CHIEF EXECUTIVE OFFICER
                               VCAMPUS CORPORATION
                        8251 GREENSBORO DRIVE, SUITE 500
                             McLEAN, VIRGINIA 22102
                             ----------------------
                     (Name and address of agent for service)

                                 (703) 893-7800
                                 --------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Kevin A. Prakke, Esq.
                        Wyrick Robbins Yates & Ponton LLP
                        4101 Lake Boone Trail, Suite 300
                          Raleigh, North Carolina 27607
                                 (919) 781-4000

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
      TITLE OF                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM
   SECURITIES TO                 AMOUNTS TO           OFFERING PRICE            AGGREGATE             AMOUNT OF
   BE REGISTERED                BE REGISTERED            PER SHARE           OFFERING PRICE        REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
COMMON STOCK,
  PAR VALUE
  $0.01 PER SHARE               1,000,000 SHARES          $2.4375(1)         $2,437,500.00(1)       $677.63(1)
======================================================================================================================
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
    PURSUANT TO RULE 457(c), BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES FOR
    THE COMMON STOCK ON THE NASDAQ SMALLCAP MARKET ON NOVEMBER 3, 1999.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents heretofore filed by VCampus Corporation,
formerly UOL Publishing, Inc. (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

           (a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed pursuant to Section 13 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

           (b) The Company's Proxy Statement dated July 30, 1999, filed pursuant
to Section 14 of the Exchange Act, in connection with the Annual Meeting of
Stockholders of the Company held on September 9, 1999;

           (c) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1999, filed pursuant to Section 13 of the Exchange
Act;

           (d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-21421) filed pursuant
to Section 12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.

           All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.

           Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.

Item 4.    DESCRIPTION OF SECURITIES.

           Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

                                       2
3

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 145 ("Section 145") of the Delaware General Corporation Law,
as amended, generally provides that a director or officer of a corporation (i)
shall be indemnified by the corporation for all expense of such legal
proceedings when he or she is successful on the merits, (ii) may be indemnified
by the corporation for the expenses, judgments, fines and amounts paid in
settlement of such proceedings (other than a derivative suit), even if he or she
is not successful on the merits, if he or she acts in good faith and in a manner
he or she reasonably believes to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he or she is not successful on the merits, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation. No indemnification may be
made under clause (iii) above, however, if the director or officer is adjudged
liable for negligence or misconduct in the performance of his or her duties to
the corporation, unless a corporation determines that, despite such
adjudication, but in view of all the circumstances, he or she is entitled to
indemnification. The indemnification described in clauses (ii) and (iii) above
may be made upon a determination that indemnification is proper because the
applicable standard of conduct has been met. Such a determination may be made by
a majority of a quorum of disinterested directors, independent legal counsel,
the stockholders or a court of competent jurisdiction.

           Article VI of the Company's Bylaws provides in substance that, to the
fullest extent permitted by Delaware law as it now exists or as amended, each
director and officer shall be indemnified against reasonable costs and expenses,
including attorneys' fees and any liabilities which he or she may incur in
connection with any action to which he or she may be made a party by reason or
his or her being or having been a director or officer of the Registrant. The
indemnification provided by the Company's Bylaws is not deemed exclusive of or
intended in any way to limit any other rights to which any person seeking
indemnification may be entitled.

           Section 102(b)(7) of the Delaware General Corporation Law, as
amended, permits a corporation to provide in its Certificate of Incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. Article VII of the Company's Certificate of Incorporation
provides for the elimination of personal liability of a director for breach of
fiduciary duty, as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

           The Registrant maintains liability insurance insuring the
Registrant's officers and directors against liabilities that they may incur in
such capacities.

                                       3
4

           Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

Item 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           With respect to restricted securities to be reoffered or resold
pursuant to this registration statement, if any, the sales of such securities
were deemed to be exempt from registration under the Act in reliance upon
Section 4(2) of the Act or Regulation D or Rule 701 promulgated thereunder as
transactions by an issuer not involving a public offering. Recipients of the
securities in each such transaction represented their intentions to acquire such
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the
instruments issued in such transactions. All recipients had adequate access to
information about the Company.

Item 8.    EXHIBITS.

           The following exhibits are filed as part of this Registration
Statement:
Exhibit
 Number                             Description
 ------                             -----------
5.1              Opinion of Wyrick, Robbins Yates & Ponton LLP

10.9*            1996 Stock Plan

23.1             Consent of Ernst & Young LLP, independent auditors

23.2             Consent of Wyrick Robbins Yates & Ponton LLP (included
                 in Exhibit 5.1).

24.1             Power of Attorney (see page S-1).
----------------

*  Previously filed

Item 9.    UNDERTAKINGS.

           (a)   The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement to
        include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement;

                                       4
5

                 (2) That, for the purpose of determining any liability under
        the Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and

                 (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of McLean, State of Virginia, on the 3rd day of
November 1999.

                              VCAMPUS CORPORATION

                           By: /s/ Narasimhan P. Kannan
                              -----------------------------------
                              Narasimhan P. Kannan,
                              Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
Narasimhan P. Kannan and Michael A. Schwien, and each of them, his true and
lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 has been signed below by the following persons in the capacities and on the
date indicated.
Signature                              Title                            Date
          ---------                              -----                            ----
/s/ Narasimhan P. Kannan                Chief Executive                          November 3, 1999
------------------------------          Officer and Director
Narasimhan P. Kannan                    (Principal Executive
                                        Officer

/s/ Michael A. Schwien                  Chief Financial                          November 2, 1999
------------------------------          Officer (Principal
Michael A. Schwien                      Financial and
                                        Accounting Officer)
S-1
7
/s/ Edson D. DeCastro                   Director                           November 2, 1999
------------------------------
Edson D. deCastro

/s/ Kamyar Kaviani                      Director                           November 3, 1999
------------------------------
Kamyar Kaviani

/s/ William E. Kimberly                 Director                           November 2, 1999
------------------------------
William E. Kimberly

/s/ Steven M. H. Wallman                Director                           November 2, 1999
-----------------------------
Steven M. H. Wallman
S-2