As filed with the Securities and Exchange Commission on August 8, 1996
                                                       Registration No. 33-80719
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                               CYLINK CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                California                                  95-3891600
      (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                  Identification Number)
                                          
                                910 Hermosa Court
                           Sunnyvale, California 94086
           (Address of Principal Executive Office, Including Zip Code)

                               CYLINK CORPORATION
             AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                             Robert B. Fougner, Esq.
                          General Counsel and Secretary
                               Cylink Corporation
                                910 Hermosa Court
                           Sunnyvale, California 94086
                     (Name and Address of Agent for Service)

                                 (408) 735-5800
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                            Michael C. Phillips, Esq.
                             Morrison & Foerster LLP
                               755 Page Mill Road
                           Palo Alto, California 94304
<TABLE>
<CAPTION>

============================================================================================================================
                                            CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                      Proposed 
Title of securities          Amount to be         maximum offering             Proposed maximum                Amount of
 to be registered            registered          price per share (1)       aggregate offering price (1)    registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                       <C>                           <C>      
Common Stock                  1,385,266                $11.75                    $16,276,875.50                $5,613.00
- ----------------------------------------------------------------------------------------------------------------------------

<FN>

(1)    Estimated  solely for the purpose of calculating the  registration fee in
       accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
       amended,  based  upon an  average  of the high and low  prices  of Cylink
       Corporation common stock reported on the Nasdaq National Market on August
       2, 1996.

</FN>
</TABLE>

                         Exhibit Index Located at Page 8

                               Page 1 of 9 Pages
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

           There are  hereby  incorporated  by  reference  in this  Registration
Statement the  following  documents and  information  previously  filed with the
Securities and Exchange Commission (the "Commission"):

           1. The  Registrant's  latest  prospectus filed with the Commission on
February  15,  1996  pursuant to Rule 424(b)  under the Act  containing  audited
financial statements for fiscal year 1995; and

           2. The  description  of the  Registrant's  Common Stock to be offered
hereby which is contained  in its  Registration  Statement on Form 8-A under the
Exchange Act filed with the Commission on February 14, 1996.

           All documents  filed by the  Registrant  pursuant to Sections  13(a),
13(c),  14 and 15(d) of the Exchange  Act,  after the date of this  Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all  securities  offered  hereby  have been sold or which  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.

           Except as superseded or modified herein,  any statement  contained in
any document  incorporated  by reference  herein or deemed to be incorporated by
reference  herein 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 deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.


Item 4.  Description of Securities.

           Not applicable.


Item 5.  Interests of Named Experts and Counsel.

           None.


Item 6.  Indemnification of Directors and Officers.

           The  Company's  Bylaws  provide that the Company will  indemnify  its
Directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent  permitted by California law. The Company
is also empowered under its Bylaws to enter into indemnification agreements with
its  Directors  and officers  and to purchase  insurance on behalf of any person
whom it is required or  permitted  to  indemnify.  The Company has entered  into
indemnification agreements with each of its 


                                     II-1
<PAGE>


Directors  and  executive  officers  and  obtained  a policy of  Directors'  and
officers'  liability  insurance  that insures  such persons  against the cost of
defense, settlement or payment of a judgment under certain circumstances.

           In  addition,   the  Company's   Amended  and  Restated  Articles  of
Incorporation provide that the liability of the Company's Directors for monetary
damages shall be eliminated to the fullest extent  permissible  under California
law. This provision in the Amended and Restated  Articles of Incorporation  does
not  eliminate  a  Director's  duty of care,  and in  appropriate  circumstances
equitable  remedies such as an injunction or other forms of non-monetary  relief
will remain  available  under  California law. Each Director will continue to be
subject  to  liability  for  breach of the  Director's  duty of  loyalty  to the
Company,  for  acts or  omission  not in good  faith  or  involving  intentional
misconduct or knowing violations of law, for acts or omissions that the Director
believes  to  be  contrary  to  the  best   interests  of  the  Company  or  its
shareholders,  for any transaction  from which the Director  derived an improper
personal benefit, for improper transactions between the Director and the Company
and for  improper  distributions  to  shareholders  and loans to  Directors  and
officers.  This  provision  also does not affect a  Director's  responsibilities
under  any  laws,  such as the  federal  securities  laws or  state  or  federal
environmental laws.

           There is no pending litigation or proceeding  involving a Director or
officer of the Company as to which  indemnification  is being sought, nor is the
Company aware of any pending or threatened  litigation that may result in claims
for indemnification by any Director or officer.

Item 7.    Exemption From Registration Claimed.

           Not applicable.


Item 8.    Exhibits.


Exhibit No.                               Description
- -----------                               -----------

    4.1          Amended  and  Restated   Articles  of   Incorporation   of  the
                 Registrant (incorporated by reference to Exhibit 3.1 and 3.2 to
                 the Registrant's Registration Statement on Form S-1 (Commission
                 File No.  33-80719) which became effective on February 15, 1996
                 (the "Registration Statement on Form S-1")).

    4.2          Registrant's  Bylaws, and amendments  thereto  (incorporated by
                 reference to Exhibit 3.3 and 3.4 to the Registration  Statement
                 on Form S-1).

    5.1          Opinion of Morrison & Foerster LLP.

   23.1          Consent of Counsel (included in Exhibit 5.1).

   23.2          Consent of Price Waterhouse LLP (see page II-4).

   24.1          Power of Attorney (see page II-5).


                                      II-2
<PAGE>

Item 9.    Undertakings.

           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;

                 (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 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.

           (4)  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 this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (5) That,  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.


                                      II-3

<PAGE>
                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


      We hereby consent to the  incorporation by reference in this  Registration
Statement on Form S-8 of our report dated January 19, 1996 appearing on page F-2
of Cylink Corporation's Registration Statement on Form S-1 (No. 33-80719) and in
the related Prospectus  constituting part of such Registration Statement on Form
S-1.



PRICE WATERHOUSE LLP



San Jose, California
August 8, 1996

                                      II-4
<PAGE>

                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant,  Cylink  Corporation  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 Sunnyvale, California, on
August 8, 1996.


                                               CYLINK CORPORATION



                                               By   /s/ John H. Daws
                                                    ----------------------------
                                                    John H. Daws
                                                    Chief Financial Officer



                                POWER OF ATTORNEY


           Each person whose  signature  appears below  constitutes and appoints
Jimmy K. Omura,  John H. Daws,  and Robert B. Fougner,  and each of them, as his
attorneys-in-fact,  each with the power of substitution,  for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting to said attorneys-in-fact,  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 connection  therewith,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorneys-in-fact  or any of  them,  or their 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
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated. 

Signature                    Capacity                            Date
- ---------                    --------                            ----

   /s/ Jimmy K. Omura        Chief Technical Officer, Acting     August 8, 1996
- ---------------------        Chief Executive Officer and        
       Jimmy K. Omura        Director of the Board of Directors 
                             (Principal Executive Officer)      
                             




   /s/ John H. Daws          Vice President and Chief            August 8, 1996
- -------------------          Financial Officer         
       John H. Daws          (Principal Financial      
                             and Accounting Officer)   
                                                       
                             


                                      II-5
<PAGE>


  /s/ Leo A. Guthart         Director, Chairman of the           August 8, 1996
- --------------------         Board of Directors 
      Leo A. Guthart         

                             Director                            August  , 1996
- ----------------------
      Lewis C. Morris


                             Director                            August  , 1996
- ----------------------
      James H. Simons


  /s/ Howard L. Morgan       Director                            August 8, 1996
- ----------------------
      Howard L. Morgan


  /s/ Elwyn Berlekamp        Director                            August 8, 1996
- ----------------------
      Elwyn Berlekamp


  /s/ William W. Harris      Director                            August 8, 1996
- -----------------------
      William W. Harris


  /s/ King W.W. Harris       Director                            August 8, 1996
- ----------------------
      King W.W. Harris



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant,  Cylink  Corporation,  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 Sunnyvale, California, on
August 8, 1996.


                                           CYLINK CORPORATION



                                           By     /s/   John H. Daws
                                                  ------------------------------
                                                        John H. Daws
                                                        Chief Financial Officer




                                      II-6
<PAGE>

                                INDEX TO EXHIBITS


Exhibit                                                            Sequentially
Number                  Document                                   Numbered Page
- ------                  --------                                   -------------

 4.1   Amended and Restated Articles of Incorporation of the             -
       Registrant  (incorporated by reference to Exhibit 3.1
       and 3.2 to the Registrant's Registration Statement on
       Form S-1 (Commission  File No. 33-80719) which became
       effective  on February  15,  1996 (the  "Registration
       Statement on Form S-1")).

 4.2   Amended  and  Restated   Bylaws  of  the   Registrant             -
       (incorporated  by  reference  to  Exhibit  3.3 to the
       Registration Statement on Form S-1).

 5.1   Opinion of Morrison & Foerster LLP.                               9

23.1   Consent of Counsel (included in Exhibit 5.1).                     -

23.2   Consent of Price Waterhouse LLP (see page II-4).                  5

24.1   Power of Attorney (see page II-5).                                6


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19441}]
{"company-data": {"conformed-name": "CYLINK CORP /CA/", "cik": "0001005230", "assigned-sic": "3577", "irs-number": "952891600", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09797", "film-number": "96606315"}, "business-address": {"street1": "910 HERMOSA COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087355800"}, "mail-address": {"street1": "910 HERMOSA CT", "city": "SUNNYVALE", "state": "CA", "zip": "94086-4103"}}
As filed with the Securities and Exchange Commission on August 8, 1996
                                                       Registration No. 33-80719
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                               CYLINK CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                California                                  95-3891600
      (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                  Identification Number)
                                          
                                910 Hermosa Court
                           Sunnyvale, California 94086
           (Address of Principal Executive Office, Including Zip Code)

                               CYLINK CORPORATION
             AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                             Robert B. Fougner, Esq.
                          General Counsel and Secretary
                               Cylink Corporation
                                910 Hermosa Court
                           Sunnyvale, California 94086
                     (Name and Address of Agent for Service)

                                 (408) 735-5800
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                            Michael C. Phillips, Esq.
                             Morrison & Foerster LLP
                               755 Page Mill Road
                           Palo Alto, California 94304
============================================================================================================================
                                            CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                      Proposed 
Title of securities          Amount to be         maximum offering             Proposed maximum                Amount of
 to be registered            registered          price per share (1)       aggregate offering price (1)    registration fee
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock                  1,385,266                $11.75                    $16,276,875.50                $5,613.00
- ----------------------------------------------------------------------------------------------------------------------------
(1)    Estimated  solely for the purpose of calculating the  registration fee in
       accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
       amended,  based  upon an  average  of the high and low  prices  of Cylink
       Corporation common stock reported on the Nasdaq National Market on August
       2, 1996.
Exhibit Index Located at Page 8

                               Page 1 of 9 Pages
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

           There are  hereby  incorporated  by  reference  in this  Registration
Statement the  following  documents and  information  previously  filed with the
Securities and Exchange Commission (the "Commission"):

           1. The  Registrant's  latest  prospectus filed with the Commission on
February  15,  1996  pursuant to Rule 424(b)  under the Act  containing  audited
financial statements for fiscal year 1995; and

           2. The  description  of the  Registrant's  Common Stock to be offered
hereby which is contained  in its  Registration  Statement on Form 8-A under the
Exchange Act filed with the Commission on February 14, 1996.

           All documents  filed by the  Registrant  pursuant to Sections  13(a),
13(c),  14 and 15(d) of the Exchange  Act,  after the date of this  Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all  securities  offered  hereby  have been sold or which  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.

           Except as superseded or modified herein,  any statement  contained in
any document  incorporated  by reference  herein or deemed to be incorporated by
reference  herein 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 deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.

Item 4.  Description of Securities.

           Not applicable.

Item 5.  Interests of Named Experts and Counsel.

           None.

Item 6.  Indemnification of Directors and Officers.

           The  Company's  Bylaws  provide that the Company will  indemnify  its
Directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent  permitted by California law. The Company
is also empowered under its Bylaws to enter into indemnification agreements with
its  Directors  and officers  and to purchase  insurance on behalf of any person
whom it is required or  permitted  to  indemnify.  The Company has entered  into
indemnification agreements with each of its 

                                     II-1
Directors  and  executive  officers  and  obtained  a policy of  Directors'  and
officers'  liability  insurance  that insures  such persons  against the cost of
defense, settlement or payment of a judgment under certain circumstances.

           In  addition,   the  Company's   Amended  and  Restated  Articles  of
Incorporation provide that the liability of the Company's Directors for monetary
damages shall be eliminated to the fullest extent  permissible  under California
law. This provision in the Amended and Restated  Articles of Incorporation  does
not  eliminate  a  Director's  duty of care,  and in  appropriate  circumstances
equitable  remedies such as an injunction or other forms of non-monetary  relief
will remain  available  under  California law. Each Director will continue to be
subject  to  liability  for  breach of the  Director's  duty of  loyalty  to the
Company,  for  acts or  omission  not in good  faith  or  involving  intentional
misconduct or knowing violations of law, for acts or omissions that the Director
believes  to  be  contrary  to  the  best   interests  of  the  Company  or  its
shareholders,  for any transaction  from which the Director  derived an improper
personal benefit, for improper transactions between the Director and the Company
and for  improper  distributions  to  shareholders  and loans to  Directors  and
officers.  This  provision  also does not affect a  Director's  responsibilities
under  any  laws,  such as the  federal  securities  laws or  state  or  federal
environmental laws.

           There is no pending litigation or proceeding  involving a Director or
officer of the Company as to which  indemnification  is being sought, nor is the
Company aware of any pending or threatened  litigation that may result in claims
for indemnification by any Director or officer.

Item 7.    Exemption From Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

Exhibit No.                               Description
- -----------                               -----------

    4.1          Amended  and  Restated   Articles  of   Incorporation   of  the
                 Registrant (incorporated by reference to Exhibit 3.1 and 3.2 to
                 the Registrant's Registration Statement on Form S-1 (Commission
                 File No.  33-80719) which became effective on February 15, 1996
                 (the "Registration Statement on Form S-1")).

    4.2          Registrant's  Bylaws, and amendments  thereto  (incorporated by
                 reference to Exhibit 3.3 and 3.4 to the Registration  Statement
                 on Form S-1).

    5.1          Opinion of Morrison & Foerster LLP.

   23.1          Consent of Counsel (included in Exhibit 5.1).

   23.2          Consent of Price Waterhouse LLP (see page II-4).

   24.1          Power of Attorney (see page II-5).

                                      II-2
Item 9.    Undertakings.

           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;

                 (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 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.

           (4)  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 this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (5) That,  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.

                                      II-3
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We hereby consent to the  incorporation by reference in this  Registration
Statement on Form S-8 of our report dated January 19, 1996 appearing on page F-2
of Cylink Corporation's Registration Statement on Form S-1 (No. 33-80719) and in
the related Prospectus  constituting part of such Registration Statement on Form
S-1.

PRICE WATERHOUSE LLP

San Jose, California
August 8, 1996

                                      II-4
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant,  Cylink  Corporation  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 Sunnyvale, California, on
August 8, 1996.

                                               CYLINK CORPORATION

                                               By   /s/ John H. Daws
                                                    ----------------------------
                                                    John H. Daws
                                                    Chief Financial Officer

                                POWER OF ATTORNEY

           Each person whose  signature  appears below  constitutes and appoints
Jimmy K. Omura,  John H. Daws,  and Robert B. Fougner,  and each of them, as his
attorneys-in-fact,  each with the power of substitution,  for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting to said attorneys-in-fact,  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 connection  therewith,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorneys-in-fact  or any of  them,  or their 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
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated. 

Signature                    Capacity                            Date
- ---------                    --------                            ----

   /s/ Jimmy K. Omura        Chief Technical Officer, Acting     August 8, 1996
- ---------------------        Chief Executive Officer and        
       Jimmy K. Omura        Director of the Board of Directors 
                             (Principal Executive Officer)      
                             

   /s/ John H. Daws          Vice President and Chief            August 8, 1996
- -------------------          Financial Officer         
       John H. Daws          (Principal Financial      
                             and Accounting Officer)   
                                                       
                             

                                      II-5
/s/ Leo A. Guthart         Director, Chairman of the           August 8, 1996
- --------------------         Board of Directors 
      Leo A. Guthart         

                             Director                            August  , 1996
- ----------------------
      Lewis C. Morris

                             Director                            August  , 1996
- ----------------------
      James H. Simons

  /s/ Howard L. Morgan       Director                            August 8, 1996
- ----------------------
      Howard L. Morgan

  /s/ Elwyn Berlekamp        Director                            August 8, 1996
- ----------------------
      Elwyn Berlekamp

  /s/ William W. Harris      Director                            August 8, 1996
- -----------------------
      William W. Harris

  /s/ King W.W. Harris       Director                            August 8, 1996
- ----------------------
      King W.W. Harris

                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant,  Cylink  Corporation,  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 Sunnyvale, California, on
August 8, 1996.

                                           CYLINK CORPORATION

                                           By     /s/   John H. Daws
                                                  ------------------------------
                                                        John H. Daws
                                                        Chief Financial Officer

                                      II-6
INDEX TO EXHIBITS

Exhibit                                                            Sequentially
Number                  Document                                   Numbered Page
- ------                  --------                                   -------------

 4.1   Amended and Restated Articles of Incorporation of the             -
       Registrant  (incorporated by reference to Exhibit 3.1
       and 3.2 to the Registrant's Registration Statement on
       Form S-1 (Commission  File No. 33-80719) which became
       effective  on February  15,  1996 (the  "Registration
       Statement on Form S-1")).

 4.2   Amended  and  Restated   Bylaws  of  the   Registrant             -
       (incorporated  by  reference  to  Exhibit  3.3 to the
       Registration Statement on Form S-1).

 5.1   Opinion of Morrison & Foerster LLP.                               9

23.1   Consent of Counsel (included in Exhibit 5.1).                     -

23.2   Consent of Price Waterhouse LLP (see page II-4).                  5

24.1   Power of Attorney (see page II-5).                                6

                                      II-7