As filed with the Securities and Exchange Commission on June 12, 2000
                                                 Registration No. 333-

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933

                              STRATESEC INCORPORATED
               (Exact name of issuer as specified in its charter)

                 Delaware                                    22-2817302
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification Number)

                                105 Carpenter Drive, Suite C
                                  Sterling, Virginia 20164
                                       (703) 709-8686
                    (Address of Principal Executive Offices and Zip Code)





                                   1997 Stock Option Plan
                                  (Full Title of the Plan)


                                    Wirt D. Walker, III
                 Chief Executive Officer, Chairman of the Board and Director
                                105 Carpenter Drive, Suite C
                                  Sterling, Virginia 20164
                                       (703) 709-8686
              (Telephone number, including area code, of agent for service)


                                   Copy to:
                                John F. Kearney
                           Dyer Ellis & Joseph, P.C.
                        600 New Hampshire Avenue, N.W.
                            Washington, D.C.  20037
                                (202) 944-3000




<PAGE>




<TABLE>
<CAPTION>


                      CALCULATION OF REGISTRATION FEE

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

       Title of securities              Amount to       Proposed maximum    Proposed maximum        Amount of
         to be registered             be registered      offering price    aggregate offering    registration fee
                                                         per share (1)          price (1)              (1)
----------------------------------- ------------------ ------------------- -------------------- -------------------
----------------------------------- ------------------ ------------------- -------------------- -------------------
<S>                                 <C>                <C>                 <C>                  <C>
Common Stock, par value
$0.01 per share                         1,950,000           $2.6875            $5,240,625             $1,384
----------------------------------- ------------------ ------------------- -------------------- -------------------
</TABLE>


(1)   Pursuant to Rule 457(c) and (h), the proposed maximum  aggregate  offering
      price per share and the  proposed  maximum  aggregate  offering  price are
      estimated solely for purposes of calculating the registration fee.


<PAGE>



                                       PART I

               INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

         Pursuant to the general  instructions  for  registration  statements on
Form S-8, Part 1 (information  required in the Section 10(a)  Prospectus) is not
filed as part of this Registration Statement.


                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The registrant hereby  incorporates by reference into this registration
statement the following  documents  filed by the registrant  with the Securities
and Exchange Commission:

(1)  Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

(2)  Our  Quarterly  Report on Form 10-Q for the three  months  ended  March 31,
     2000;

(3)  The  description  of  the  registrant's  Common  Stock,  $0.01  par  value,
     incorporated  by reference to the  registrant's  Registration  Statement on
     Form S-1, Commission File No. 333-26439; and

(4)  The  registrant's  prospectus  pursuant to Rule 424(b) under the Securities
     Act of 1933, as amended, filed with the Commission on October 2, 1997.

         All documents subsequently filed by the registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part hereof from the date of filing of such documents.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Certificate  of  Incorporation  and By-laws  provide for
indemnification of directors,  officers,  agents and employees of the Company to
the fullest extent permitted by law. Section 145 of the General  Corporation Law
currently provides as follows:

                  (a) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened,  pending or completed action, suite 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 the
         person  is or  was a  director,  officer,  employee,  or  agent  of the
         corporation,  or is or was serving at the request of the corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,   joint  venture,  trust,  or  other  enterprise,  against
         expresses (including attorneys fees) judgments,  fines and amounts paid
         in  settlement  actually  and  reasonably  incurred  by the  person  in
         connection  with such action,  suit or  proceeding if the person acted,
         including any appeal thereof, if he acted in good faith and in a manner
         the person  reasonably  believed  to be in, or not  opposed to the best
         interests of the corporation,  and, with respect to any criminal action
         or proceeding,  had no reasonable cause to believe the person's conduct
         was unlawful.  The  termination of any  proceeding by judgment,  order,
         settlement,  conviction,  or  upon a plea  of  nolo  contendere  or its
         equivalent,  shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner  which the person  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         corporation, and with respect to any criminal action or proceeding, had
         reasonable cause to believe that his conduct was unlawful.

                  (b) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened, pending or completed action or suit proceeding by or in the
         right of the  corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director,  officer,  employee, or agent
         of  the  corporation,  or is or  was  serving  at  the  request  of the
         corporation  as a  director,  officer,  employee,  or agent of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against expenses (including  attorneys' fees),  actually and reasonably
         incurred by the person in connection  with the defense or settlement of
         such  proceeding,  including any appeal thereof.  Such  indemnification
         shall be  authorized  if the person acted in good faith and in a manner
         the  person  reasonably  believed  to be in or not  opposed to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue,  or matter as to which such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such  action  or suit was  brought  of  competent  jurisdiction,  shall
         determine upon application that,  despite the adjudication of liability
         but in view of all the circumstances of the case, such person is fairly
         and reasonably  entitled to indemnity for such expenses which the Court
         of Chancery or such other court shall deem proper.

                  (c) To the extent that a present or former director or officer
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any proceeding referred to in subsections (a) and (b), or in
         defense of any claim,  issue, or matter  therein,  such person shall be
         indemnified against expenses  (including  attorney's fees) actually and
         reasonably incurred by such person in connection therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the present or former director, officer, employee or
         agent is proper in the  circumstances  because  the  person has met the
         applicable  standard of conduct set forth in subsections (a) and (b) of
         this section. Such determination shall be made with respect to a person
         who is a director or officer at the time of such determination:

                  (1) by a majority vote of the directors who are not parties to
                  such  action,  suit or  proceeding  even  though  less  than a
                  quorum, or

                  (2) by a committee of such  directors  designated  by majority
                  vote of such directors, even though less than a quorum, or;

                  (3)     if there are no such  directors,  of such directors so
                  direct,  by independent  legal counsel in a written opinion,

                  (e)  Expenses  (including  attorney's  fees)  incurred  by  an
         officer or director in defending any civil, criminal, administrative or
         investigative  action suit or proceeding may be paid by the corporation
         in advance of the final  disposition of such proceeding upon receipt of
         an  undertaking  by or on behalf of such  director  or officer to repay
         such amount if it shall  ultimately,  be determined that such person is
         not found not to be entitled to be  indemnified  by the  corporation as
         authorized to this section.  Expenses  incurred by other  employees and
         agents may be paid in advance  upon such terms or  conditions  that the
         board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise,  both as to action such person's official capacity and as to
         action in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against  any  liability  asserted  against  such person and
         incurred  by such  person in any such  capacity,  or arising out of his
         status as such,  whether or not the corporation would have the power to
         indemnify against such liability under of this section.

                  (h)  For  purposes  of  this   section,   references   to  the
         corporation  shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger,  which  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  shall stand in the same  position  under this  section with
         respect to the resulting or surviving  corporation as such person would
         have with  respect  to such  constituent  corporation  if its  separate
         existence had continued.

                  (i)      For purposes of this section,  references to "other
         enterprises" shall include employee benefit plans;

                  (j)  Indemnification  and advancement of expenses provided by,
         or granted pursuant to, this section shall,  unless otherwise  provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee,  or agent and  shall  inure to the
         benefit of the heirs, executors, and administrators of such a person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses indemnification brought under this section or under any bylaw,
         agreement,   vote  of  stockholders  or  disinterested   directors,  or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

      5.1   Opinion of counsel as to the legality of securities being registered

     10.1*  1997 Stock Option Plan

     23.1   Consent of Grant Thornton LLP

     23.2   Consent of Keller Bruner & Co., LLP

     23.3   Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)

*Incorporated by reference to Exhibit 10.1 to the registrant's Form S-1 (File
No. 333-26439).

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:

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

                           (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; and

                           (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  (a)(1)(i) and  (a)(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 by
         the  registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference in
         the registration statement.

                  (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.

                  (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 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.

         (c)  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 Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.


<PAGE>





                                    SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in Washington, D.C. on the
12th day of May 2000.

                               STRATESEC INCORPORATED


                               By: /s/ WIRT D. WALKER, III
                                   -----------------------
                                    Wirt D. Walker, III
                                     Chief Executive Officer,
                                    Chairman of the Board and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  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/ BARRY W. MCDANIEL                       President and Chief Operating Officer                June 12, 2000
------------------------
Barry W. McDaniel                          (Principal Executive Officer)


/s/ WIRT D. WALKER, III                     Chief Executive Officer,                             June 12, 2000
---------------------------
Wirt D.Walker, III                          Chairman of the Board and Director


/s/ ALBERT V. GRAVES                        Vice President Finance                               June 12, 2000
---------------------------
Albert V. Graves                            (Principal Accounting Officer)

/s/ MISHAL YOUSEF SOUD AL SABAH
Mishal Yousef Soud Al Sabah                 Director                                             June 12, 2000


/s/ ROBERT B. SMITH, JR.                    Director                                             June 12, 2000
---------------------------
Robert B. Smith, Jr.

/s/ JAMES A. ABRAHAMSON                     Director                                             June 12, 2000
-----------------------
James A. Abrahamson

/s/ CHARLES W. ARCHER                       Director                                             June 12, 2000
------------------------
Charles W. Archer

/s/ EMMIT J. MCHENRY                        Director                                             June 12, 2000
---------------------
Emmit J. McHenry



</TABLE>


<PAGE>



                               INDEX TO EXHIBITS


5.1      Opinion of counsel as to the legality of securities being registered

23.1     Consent of Grant Thorton LLP

23.2     Consent of Keller Bruner & Co., LLP

23.3     Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 22095}]
{"company-data": {"conformed-name": "STRATESEC INC", "cik": "0001037453", "assigned-sic": "7381", "irs-number": "222817302", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39058", "film-number": "653133"}, "business-address": {"street1": "105 CARPENTER DRIVE SUITE C", "city": "STERLING", "state": "VA", "zip": "20164", "phone": "7037098686"}, "mail-address": {"street1": "105 CARPENTER DRIVE SUITE C", "city": "STERLING", "state": "VA", "zip": "20164"}, "former-company": {"former-conformed-name": "SECURACOM INC", "date-changed": "19970409"}}
As filed with the Securities and Exchange Commission on June 12, 2000
                                                 Registration No. 333-

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933

                              STRATESEC INCORPORATED
               (Exact name of issuer as specified in its charter)

                 Delaware                                    22-2817302
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification Number)

                                105 Carpenter Drive, Suite C
                                  Sterling, Virginia 20164
                                       (703) 709-8686
                    (Address of Principal Executive Offices and Zip Code)

                                   1997 Stock Option Plan
                                  (Full Title of the Plan)

                                    Wirt D. Walker, III
                 Chief Executive Officer, Chairman of the Board and Director
                                105 Carpenter Drive, Suite C
                                  Sterling, Virginia 20164
                                       (703) 709-8686
              (Telephone number, including area code, of agent for service)

                                   Copy to:
                                John F. Kearney
                           Dyer Ellis & Joseph, P.C.
                        600 New Hampshire Avenue, N.W.
                            Washington, D.C.  20037
                                (202) 944-3000
CALCULATION OF REGISTRATION FEE

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

       Title of securities              Amount to       Proposed maximum    Proposed maximum        Amount of
         to be registered             be registered      offering price    aggregate offering    registration fee
                                                         per share (1)          price (1)              (1)
----------------------------------- ------------------ ------------------- -------------------- -------------------
----------------------------------- ------------------ ------------------- -------------------- -------------------
Common Stock, par value
$0.01 per share                         1,950,000           $2.6875            $5,240,625             $1,384
----------------------------------- ------------------ ------------------- -------------------- -------------------
(1)   Pursuant to Rule 457(c) and (h), the proposed maximum  aggregate  offering
      price per share and the  proposed  maximum  aggregate  offering  price are
      estimated solely for purposes of calculating the registration fee.
PART I

               INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

         Pursuant to the general  instructions  for  registration  statements on
Form S-8, Part 1 (information  required in the Section 10(a)  Prospectus) is not
filed as part of this Registration Statement.

                                       PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant hereby  incorporates by reference into this registration
statement the following  documents  filed by the registrant  with the Securities
and Exchange Commission:

(1)  Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

(2)  Our  Quarterly  Report on Form 10-Q for the three  months  ended  March 31,
     2000;

(3)  The  description  of  the  registrant's  Common  Stock,  $0.01  par  value,
     incorporated  by reference to the  registrant's  Registration  Statement on
     Form S-1, Commission File No. 333-26439; and

(4)  The  registrant's  prospectus  pursuant to Rule 424(b) under the Securities
     Act of 1933, as amended, filed with the Commission on October 2, 1997.

         All documents subsequently filed by the registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining  unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Certificate  of  Incorporation  and By-laws  provide for
indemnification of directors,  officers,  agents and employees of the Company to
the fullest extent permitted by law. Section 145 of the General  Corporation Law
currently provides as follows:

                  (a) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened,  pending or completed action, suite 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 the
         person  is or  was a  director,  officer,  employee,  or  agent  of the
         corporation,  or is or was serving at the request of the corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,   joint  venture,  trust,  or  other  enterprise,  against
         expresses (including attorneys fees) judgments,  fines and amounts paid
         in  settlement  actually  and  reasonably  incurred  by the  person  in
         connection  with such action,  suit or  proceeding if the person acted,
         including any appeal thereof, if he acted in good faith and in a manner
         the person  reasonably  believed  to be in, or not  opposed to the best
         interests of the corporation,  and, with respect to any criminal action
         or proceeding,  had no reasonable cause to believe the person's conduct
         was unlawful.  The  termination of any  proceeding by judgment,  order,
         settlement,  conviction,  or  upon a plea  of  nolo  contendere  or its
         equivalent,  shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner  which the person  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         corporation, and with respect to any criminal action or proceeding, had
         reasonable cause to believe that his conduct was unlawful.

                  (b) A corporation shall have power to indemnify any person who
         was  or is a  party  or is  threatened  to  be  made  a  party  to  any
         threatened, pending or completed action or suit proceeding by or in the
         right of the  corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director,  officer,  employee, or agent
         of  the  corporation,  or is or  was  serving  at  the  request  of the
         corporation  as a  director,  officer,  employee,  or agent of  another
         corporation,  partnership,  joint  venture,  trust or other  enterprise
         against expenses (including  attorneys' fees),  actually and reasonably
         incurred by the person in connection  with the defense or settlement of
         such  proceeding,  including any appeal thereof.  Such  indemnification
         shall be  authorized  if the person acted in good faith and in a manner
         the  person  reasonably  believed  to be in or not  opposed to the best
         interests of the corporation and except that no  indemnification  shall
         be made in  respect  of any  claim,  issue,  or matter as to which such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such  action  or suit was  brought  of  competent  jurisdiction,  shall
         determine upon application that,  despite the adjudication of liability
         but in view of all the circumstances of the case, such person is fairly
         and reasonably  entitled to indemnity for such expenses which the Court
         of Chancery or such other court shall deem proper.

                  (c) To the extent that a present or former director or officer
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any proceeding referred to in subsections (a) and (b), or in
         defense of any claim,  issue, or matter  therein,  such person shall be
         indemnified against expenses  (including  attorney's fees) actually and
         reasonably incurred by such person in connection therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the present or former director, officer, employee or
         agent is proper in the  circumstances  because  the  person has met the
         applicable  standard of conduct set forth in subsections (a) and (b) of
         this section. Such determination shall be made with respect to a person
         who is a director or officer at the time of such determination:

                  (1) by a majority vote of the directors who are not parties to
                  such  action,  suit or  proceeding  even  though  less  than a
                  quorum, or

                  (2) by a committee of such  directors  designated  by majority
                  vote of such directors, even though less than a quorum, or;

                  (3)     if there are no such  directors,  of such directors so
                  direct,  by independent  legal counsel in a written opinion,

                  (e)  Expenses  (including  attorney's  fees)  incurred  by  an
         officer or director in defending any civil, criminal, administrative or
         investigative  action suit or proceeding may be paid by the corporation
         in advance of the final  disposition of such proceeding upon receipt of
         an  undertaking  by or on behalf of such  director  or officer to repay
         such amount if it shall  ultimately,  be determined that such person is
         not found not to be entitled to be  indemnified  by the  corporation as
         authorized to this section.  Expenses  incurred by other  employees and
         agents may be paid in advance  upon such terms or  conditions  that the
         board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise,  both as to action such person's official capacity and as to
         action in another capacity while holding such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee,  or agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against  any  liability  asserted  against  such person and
         incurred  by such  person in any such  capacity,  or arising out of his
         status as such,  whether or not the corporation would have the power to
         indemnify against such liability under of this section.

                  (h)  For  purposes  of  this   section,   references   to  the
         corporation  shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger,  which  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  shall stand in the same  position  under this  section with
         respect to the resulting or surviving  corporation as such person would
         have with  respect  to such  constituent  corporation  if its  separate
         existence had continued.

                  (i)      For purposes of this section,  references to "other
         enterprises" shall include employee benefit plans;

                  (j)  Indemnification  and advancement of expenses provided by,
         or granted pursuant to, this section shall,  unless otherwise  provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee,  or agent and  shall  inure to the
         benefit of the heirs, executors, and administrators of such a person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses indemnification brought under this section or under any bylaw,
         agreement,   vote  of  stockholders  or  disinterested   directors,  or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      5.1   Opinion of counsel as to the legality of securities being registered

     10.1*  1997 Stock Option Plan

     23.1   Consent of Grant Thornton LLP

     23.2   Consent of Keller Bruner & Co., LLP

     23.3   Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)

*Incorporated by reference to Exhibit 10.1 to the registrant's Form S-1 (File
No. 333-26439).

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:

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

                           (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; and

                           (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  (a)(1)(i) and  (a)(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 by
         the  registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference in
         the registration statement.

                  (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.

                  (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 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.

         (c)  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 Securities  Act of 1933 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 of 1933 and will be governed by the final  adjudication  of such
issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in Washington, D.C. on the
12th day of May 2000.

                               STRATESEC INCORPORATED

                               By: /s/ WIRT D. WALKER, III
                                   -----------------------
                                    Wirt D. Walker, III
                                     Chief Executive Officer,
                                    Chairman of the Board and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                              TITLE                                         DATE
/s/ BARRY W. MCDANIEL                       President and Chief Operating Officer                June 12, 2000
------------------------
Barry W. McDaniel                          (Principal Executive Officer)

/s/ WIRT D. WALKER, III                     Chief Executive Officer,                             June 12, 2000
---------------------------
Wirt D.Walker, III                          Chairman of the Board and Director

/s/ ALBERT V. GRAVES                        Vice President Finance                               June 12, 2000
---------------------------
Albert V. Graves                            (Principal Accounting Officer)

/s/ MISHAL YOUSEF SOUD AL SABAH
Mishal Yousef Soud Al Sabah                 Director                                             June 12, 2000

/s/ ROBERT B. SMITH, JR.                    Director                                             June 12, 2000
---------------------------
Robert B. Smith, Jr.

/s/ JAMES A. ABRAHAMSON                     Director                                             June 12, 2000
-----------------------
James A. Abrahamson

/s/ CHARLES W. ARCHER                       Director                                             June 12, 2000
------------------------
Charles W. Archer

/s/ EMMIT J. MCHENRY                        Director                                             June 12, 2000
---------------------
Emmit J. McHenry
INDEX TO EXHIBITS

5.1      Opinion of counsel as to the legality of securities being registered

23.1     Consent of Grant Thorton LLP

23.2     Consent of Keller Bruner & Co., LLP

23.3     Consent of Dyer Ellis & Joseph (included as part of Exhibit 5.1)