<PAGE>

    As filed with the Securities and Exchange Commission on February 14, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  GENVEC, INC.
             (Exact name of registrant as specified in its charter)


             Delaware                                     23-2705690
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                            65 West Watkins Mill Road
                          Gaithersburg, Maryland 20878
                                 (240) 632-0740
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)


                 GENVEC, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)


                               Dr. Paul H. Fischer
                      President and Chief Executive Officer
                                  GENVEC, INC.
                            65 West Watkins Mill Road
                          Gaithersburg, Maryland 20878
                                 (240) 632-0740
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Steven Kaplan, Esq.
                                 Arnold & Porter
                            555 Twelfth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 942-5998

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

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
 Title of securities to be      Amount to be      Proposed maximum      Proposed maximum        Amount of
         registered            registered(1)     offering price per    aggregate offering     registration
                                                     unit(2)(3)             price(2)               fee
-------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                   <C>                   <C>
        Common Stock              350,000                $6.94               $2,429,000            $607.25
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
         amended, an additional undeterminable number of shares of Common Stock
         is being registered to cover any adjustment in the number of shares of
         Common Stock issuable pursuant to the anti-dilution provisions of the
         2000 Employee Stock Purchase Plan.
(2)      Calculated on the basis of the average of the high and low sale prices
         of the Registrant's Common Stock as reported on February 13, 2001 on
         the Nasdaq National Market which date is within 5 business days prior
         to the date of the filing of this Registration Statement.
(3)      Estimated solely for the purpose of determining the registration fee
         in accordance with Rule 457(h).


<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by GenVec, Inc. ("Registrant" or
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference and made a part hereof:

          (a) The Registrant's final prospectus filed with the Commission
          pursuant to Rule 424(b)(1) on December 12, 2000 (File No. 333-47408).

          (b) The description of the Company's Common Stock incorporated in the
          Company's Registration Statement on Form 8-A filed with the Commission
          on December 7, 2000, and all amendments or reports filed for the
          purpose of updating such description (File No. 0-24469).


         All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements of the Company as of December 31, 1999 and
1998 and for the years ended December 31, 1999, 1998 and 1997 incorporated in
this Registration Statement on Form S-8 have been audited by KPMG LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

<PAGE>

         Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given on the authority of such firms as experts in
accounting and auditing.

         Arnold & Porter, special counsel to the Company, has delivered its
legal opinion to the effect that the offer and sale of the Common Stock
registered hereunder have been duly authorized by the Company and that, when
issued in accordance with the terms of the GenVec, Inc. 2000 Employee Stock
Purchase Plan and for legal consideration of not less than $0.001 per share,
will have been validly issued and will be fully paid and nonassessable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation. To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. The DGCL provides, however, that indemnification shall not be
permitted in such a proceeding if such person is adjudged liable to the
corporation unless, and only to the extent that, the court, upon application,
determines that he is entitled to indemnification under the circumstances. With
respect to proceedings other than those brought by or in the right of the
corporation, notwithstanding the outcome of such a proceeding, such person may
be indemnified against judgments, fines and amounts paid in settlement, as well
as expenses, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reason to believe his conduct was unlawful.
Except with respect to mandatory indemnification of expenses to successful
defendants as described in the preceding paragraph or pursuant to a court order,
the indemnification described in this paragraph may be made only upon a

<PAGE>

determination in each specific case (1) by majority vote of the directors that
are not parties to the proceeding, even though less than a quorum, or (2) by a
committee of the directors that are not a party to the proceeding who have been
appointed by a majority vote of directors who are not a party to the proceeding,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.

         The Company's Amended and Restated Certificate of Incorporation and the
Company's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances
permitted by the Delaware General Corporation Law. The Registrant has also
entered into agreements with its directors and executive officers that require
the Registrant among other things to indemnify them against certain liabilities
that may arise by reason of their status or service as directors to the fullest
extent not prohibited by Delaware law.

         As authorized by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation also limits, to the fullest extent permitted by
Delaware law, a director's liability for monetary damages for breach of
fiduciary duty as a director. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company or otherwise) to recover monetary damages against
a director for breach of the fiduciary duty of care as a director except in
certain limited situations. This provision does not eliminate a director's duty
of care nor does it limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief or remedies such as an injunction or
rescission in the event of a director's breach of the duty of care. This
provision do not alter the liability of directors under federal securities laws.

         The Company has obtained and maintains insurance policies covering its
officers and directors and indemnifying them against loss on account of
liabilities they may incur in connection with their services to the Company.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

ITEM 9.           UNDERTAKINGS

The Registrant hereby undertakes:


<PAGE>

         1.       To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933 (the
                           "Securities Act");

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement.

                  (iii)    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;

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 (the "Exchange Act") that are
                  incorporated by reference in the registration statement;

         2.       That, for the purpose of determining any liability under the
                  Securities Act, 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;

         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; and

         4.       That, for purposes of determining any liability under the
                  Securities Act, each filing of the Company's annual report
                  pursuant to Section 13(a) or

<PAGE>

                  15(d) of the Exchange Act (and, where applicable, each filing
                  of an employee benefit plan's annual report pursuant to
                  Section 15(d) of the Exchange Act) 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 new securities at
                  that time shall be deemed to be the initial bona fide
                  offering thereof.

         5.       Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Securities 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 Securities Act
                  and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 Gaithersburg, State of Maryland on February 14, 2001.


                                    GENVEC, INC.



                                    By:  /s/ Paul H. Fischer
                                         ------------------------
                                           Paul H. Fischer, Ph.D.
                                           President and Chief Executive Officer



         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints, jointly and severally, Paul H. Fischer
and Jeffrey W. Church and each one of them, his true and lawful attorney-in-fact
and agents, each will full power of substitution, 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 any registration
statement related to the offering contemplated by this registration statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933 and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done or by virtue
thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
                 SIGNATURE                                       TITLE                                DATE



<S>                                          <C>                                          <C>
/s/ Paul H. Fischer                           Director, President and Chief Executive      February 14, 2001
----------------------------------------      Officer
Paul H. Fischer


<PAGE>


/s/ Jeffrey W. Church                         Chief Financial Officer, Treasurer and
----------------------------------------      Secretary (Principal Financial and           February 14, 2001
Jeffrey W. Church                             Accounting Officer)



/s/ Hal S. Broderson                          Director                                     February 14, 2001
----------------------------------------
Hal S. Broderson



/s/ Herbert J. Conrad                         Director                                     February 14, 2001
----------------------------------------
Herbert J. Conrad



                                              Director
----------------------------------------
Wayne Hockmeyer


/s/ Harry T. Rein                             Director                                     February 14, 2001
----------------------------------------
Harry T. Rein



/s/ Wendell Wierenga                          Director                                     February 14, 2001
----------------------------------------
Wendell Wierenga



/s/ Gregory Zaic                              Director                                     February 14, 2001
----------------------------------------
Gregory Zaic
</TABLE>


<PAGE>

                                INDEX TO EXHIBITS


<TABLE>
<S>                          <C>
Exhibit 5                     Opinion of Arnold & Porter, filed herewith.

Exhibit 23.1                  Consent of Arnold & Porter, included in the
                              opinion filed as Exhibit 5 hereto.

Exhibit 23.2                  Consent of KPMG LLP, filed herewith.

Exhibit 24                    Power of Attorney, included as part of signature
                              page.

Exhibit 99.1                  GenVec, Inc. 2000 Employee Stock Purchase Plan,
                              incorporated by reference from Exhibit 10.3 of
                              Amendment No. 1 to the Registrant's Form S-1
                              Registration Statement under the Securities Act of
                              1933 filed on November 14, 2000.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2038360zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22570}]
{"company-data": {"conformed-name": "GENVEC INC", "cik": "0000934473", "assigned-sic": "2834", "irs-number": "232705690", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55584", "film-number": "1543242"}, "business-address": {"street1": "65 W WATKINS MILL RD", "city": "GAITHERSBURG", "state": "MD", "zip": "20878", "phone": "2406320740"}, "mail-address": {"street1": "65 W WATKINS MILL RD", "city": "GAITHERSBURG", "state": "MD", "zip": "20878"}}
As filed with the Securities and Exchange Commission on February 14, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  GENVEC, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                     23-2705690
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                            65 West Watkins Mill Road
                          Gaithersburg, Maryland 20878
                                 (240) 632-0740
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                 GENVEC, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               Dr. Paul H. Fischer
                      President and Chief Executive Officer
                                  GENVEC, INC.
                            65 West Watkins Mill Road
                          Gaithersburg, Maryland 20878
                                 (240) 632-0740
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                               Steven Kaplan, Esq.
                                 Arnold & Porter
                            555 Twelfth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 942-5998

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

                         Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------
 Title of securities to be      Amount to be      Proposed maximum      Proposed maximum        Amount of
         registered            registered(1)     offering price per    aggregate offering     registration
                                                     unit(2)(3)             price(2)               fee
-------------------------------------------------------------------------------------------------------------
Common Stock              350,000                $6.94               $2,429,000            $607.25
-------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
         amended, an additional undeterminable number of shares of Common Stock
         is being registered to cover any adjustment in the number of shares of
         Common Stock issuable pursuant to the anti-dilution provisions of the
         2000 Employee Stock Purchase Plan.
(2)      Calculated on the basis of the average of the high and low sale prices
         of the Registrant's Common Stock as reported on February 13, 2001 on
         the Nasdaq National Market which date is within 5 business days prior
         to the date of the filing of this Registration Statement.
(3)      Estimated solely for the purpose of determining the registration fee
         in accordance with Rule 457(h).
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by GenVec, Inc. ("Registrant" or
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference and made a part hereof:

          (a) The Registrant's final prospectus filed with the Commission
          pursuant to Rule 424(b)(1) on December 12, 2000 (File No. 333-47408).

          (b) The description of the Company's Common Stock incorporated in the
          Company's Registration Statement on Form 8-A filed with the Commission
          on December 7, 2000, and all amendments or reports filed for the
          purpose of updating such description (File No. 0-24469).

         All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The financial statements of the Company as of December 31, 1999 and
1998 and for the years ended December 31, 1999, 1998 and 1997 incorporated in
this Registration Statement on Form S-8 have been audited by KPMG LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
Documents incorporated herein by reference in the future will include
financial statements, related schedules (if required) and independent auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference in
reliance upon such reports given on the authority of such firms as experts in
accounting and auditing.

         Arnold & Porter, special counsel to the Company, has delivered its
legal opinion to the effect that the offer and sale of the Common Stock
registered hereunder have been duly authorized by the Company and that, when
issued in accordance with the terms of the GenVec, Inc. 2000 Employee Stock
Purchase Plan and for legal consideration of not less than $0.001 per share,
will have been validly issued and will be fully paid and nonassessable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation. To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         With respect to a proceeding by or in the right of the corporation,
such person may be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. The DGCL provides, however, that indemnification shall not be
permitted in such a proceeding if such person is adjudged liable to the
corporation unless, and only to the extent that, the court, upon application,
determines that he is entitled to indemnification under the circumstances. With
respect to proceedings other than those brought by or in the right of the
corporation, notwithstanding the outcome of such a proceeding, such person may
be indemnified against judgments, fines and amounts paid in settlement, as well
as expenses, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reason to believe his conduct was unlawful.
Except with respect to mandatory indemnification of expenses to successful
defendants as described in the preceding paragraph or pursuant to a court order,
the indemnification described in this paragraph may be made only upon a
determination in each specific case (1) by majority vote of the directors that
are not parties to the proceeding, even though less than a quorum, or (2) by a
committee of the directors that are not a party to the proceeding who have been
appointed by a majority vote of directors who are not a party to the proceeding,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.

         The Company's Amended and Restated Certificate of Incorporation and the
Company's Bylaws provide for indemnification of the Registrant's directors,
officers, employees and other agents to the extent and under the circumstances
permitted by the Delaware General Corporation Law. The Registrant has also
entered into agreements with its directors and executive officers that require
the Registrant among other things to indemnify them against certain liabilities
that may arise by reason of their status or service as directors to the fullest
extent not prohibited by Delaware law.

         As authorized by Section 102(b)(7) of the DGCL, the Company's
Certificate of Incorporation also limits, to the fullest extent permitted by
Delaware law, a director's liability for monetary damages for breach of
fiduciary duty as a director. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company or otherwise) to recover monetary damages against
a director for breach of the fiduciary duty of care as a director except in
certain limited situations. This provision does not eliminate a director's duty
of care nor does it limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief or remedies such as an injunction or
rescission in the event of a director's breach of the duty of care. This
provision do not alter the liability of directors under federal securities laws.

         The Company has obtained and maintains insurance policies covering its
officers and directors and indemnifying them against loss on account of
liabilities they may incur in connection with their services to the Company.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.           EXHIBITS

         The exhibits listed on the Exhibit Index on page II-9 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.

ITEM 9.           UNDERTAKINGS

The 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:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933 (the
                           "Securities Act");

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement.

                  (iii)    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;

                  provided, however, that paragraphs (1)(i) and (1)(ii) do not
                  apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 (the "Exchange Act") that are
                  incorporated by reference in the registration statement;

         2.       That, for the purpose of determining any liability under the
                  Securities Act, 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;

         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; and

         4.       That, for purposes of determining any liability under the
                  Securities Act, each filing of the Company's annual report
                  pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing
                  of an employee benefit plan's annual report pursuant to
                  Section 15(d) of the Exchange Act) 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 new securities at
                  that time shall be deemed to be the initial bona fide
                  offering thereof.

         5.       Insofar as indemnification for liabilities arising under the
                  Securities Act 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 Securities 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 Securities Act
                  and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 Gaithersburg, State of Maryland on February 14, 2001.

                                    GENVEC, INC.

                                    By:  /s/ Paul H. Fischer
                                         ------------------------
                                           Paul H. Fischer, Ph.D.
                                           President and Chief Executive Officer

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints, jointly and severally, Paul H. Fischer
and Jeffrey W. Church and each one of them, his true and lawful attorney-in-fact
and agents, each will full power of substitution, 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 any registration
statement related to the offering contemplated by this registration statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933 and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done or by virtue
thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE                                       TITLE                                DATE
/s/ Paul H. Fischer                           Director, President and Chief Executive      February 14, 2001
----------------------------------------      Officer
Paul H. Fischer
/s/ Jeffrey W. Church                         Chief Financial Officer, Treasurer and
----------------------------------------      Secretary (Principal Financial and           February 14, 2001
Jeffrey W. Church                             Accounting Officer)

/s/ Hal S. Broderson                          Director                                     February 14, 2001
----------------------------------------
Hal S. Broderson

/s/ Herbert J. Conrad                         Director                                     February 14, 2001
----------------------------------------
Herbert J. Conrad

                                              Director
----------------------------------------
Wayne Hockmeyer

/s/ Harry T. Rein                             Director                                     February 14, 2001
----------------------------------------
Harry T. Rein

/s/ Wendell Wierenga                          Director                                     February 14, 2001
----------------------------------------
Wendell Wierenga

/s/ Gregory Zaic                              Director                                     February 14, 2001
----------------------------------------
Gregory Zaic
INDEX TO EXHIBITS
Exhibit 5                     Opinion of Arnold & Porter, filed herewith.

Exhibit 23.1                  Consent of Arnold & Porter, included in the
                              opinion filed as Exhibit 5 hereto.

Exhibit 23.2                  Consent of KPMG LLP, filed herewith.

Exhibit 24                    Power of Attorney, included as part of signature
                              page.

Exhibit 99.1                  GenVec, Inc. 2000 Employee Stock Purchase Plan,
                              incorporated by reference from Exhibit 10.3 of
                              Amendment No. 1 to the Registrant's Form S-1
                              Registration Statement under the Securities Act of
                              1933 filed on November 14, 2000.