As filed with the Securities and Exchange Commission on July 13, 2000
                                                 Registration No. 333-__________

================================================================================
                       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 of Incorporation)                 (I.R.S. Employer Identification Number)

                                 3131 Jay Street
                          Santa Clara, California 95054
                    (Address of Principal Executive Offices)

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

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

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

                             Robert B. Fougner, Esq.
                          General Counsel and Secretary
                               Cylink Corporation
                                 3131 Jay Street
                          Santa Clara, California 95054
                     (Name and address of agent for service)
                                  (408)735-5800
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                                Howard S. Zeprun
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300


================================================================================

<PAGE>


<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

<CAPTION>
=========================================== ======================= ====================== ====================== ==================
                                                    Amount            Proposed Maximum       Proposed Maximum
           Title Securities to                      to be              Offering Price       Aggregate Offering        Amount of
              be Registered                       Registered            Per Share (1)              Price           Registration Fee

<S>                                                 <C>                   <C>                   <C>                     <C>
Common Stock to be issued under                     200,000               $ 15.17               $ 3,034,000             $801.00
    the 2000 Employee Stock Purchase Plan
------------------------------------------- ----------------------- ---------------------- ---------------------- ------------------
                                    TOTAL:          200,000                                     $ 3,034,000             $801.00
=========================================== ======================= ====================== ====================== ==================

<FN>
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the  registration  fee, based on 85% of the average of the high
     and low  prices  per share of the Common  Stock as  reported  on The Nasdaq
     National Market on July 13, 2000.
</FN>
</TABLE>

================================================================================

<PAGE>


                               CYLINK CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

         1. The Company's Annual Report on Form 10-K for the year ended December
31, 1999,  filed pursuant to Section 13(a) or 15(d) of the  Securities  Exchange
Act of 1934, as Amended (the "Exchange Act").

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2000, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

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

         Section 204 of the General  Corporation  Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

                                      II-2

<PAGE>



Section 317 of the California Law makes a provision for the  indemnification  of
officers,  directors and other corporate agents in terms  sufficiently  broad to
indemnify such persons, under certain circumstances,  for liabilities (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). An amendment to Section 317 provides that the
indemnification  provided  by  this  section  is not  exclusive  to  the  extent
additional  rights are authorized in a corporation's  articles of incorporation.
The Company  has adopted  provisions  in its Amended  Articles of  Incorporation
which  eliminate  the  liability  of its  directors  for  monetary  damages  and
authorize the Company to indemnify  its officers,  directors and other agents to
the fullest extent permitted by law.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

    Exhibit
    Number                              Description
    ------                              -----------
     4.1     2000 Employee Stock Purchase Plan and form of agreements thereunder
     5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
    23.1     Consent of Deloitte & Touche, LLP
    23.2     Consent of PricewaterhouseCoopers LLP
    23.3     Consent of Wilson  Sonsini  Goodrich & Rosati,  P.C.  (contained in
             Exhibit 5.1)
    24.1     Power of Attorney (see page II-5)

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

Item 9. Undertakings.

         A. The undersigned registrant hereby undertakes:

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

                  (2) That, for the purpose of determining  any liability  under
the  Securities  Act of 1933,  as  amended  (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.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 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  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3

<PAGE>


         C.  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.

                                      II-4

<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 Santa Clara, State of California, on July 13, 2000.

                                           CYLINK Corporation

                                           By: /s/ Roger A. Barnes
                                               ---------------------------------
                                               Roger A. Barnes
                                               Vice President of Finance and
                                               Administration and
                                               Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Roger A. Barnes and Robert B. Fougner,
jointly  and  severally,  his or her  attorneys-in-fact,  each with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement on Form S-8 and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or his  substitution or  substitutes,  may do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has been  signed on July 13,  2000 by the  following  persons  in the
capacities indicated.

     Signature                                      Title
     ---------                                      -----
/s/ William P. Crowell           President, Chief Executive Officer and Director
----------------------------     (Principal Executive Officer)
William P. Crowell


/s/ Roger A. Barnes              Vice President of Finance and
----------------------------     Administration and Chief Financial Officer
Roger A. Barnes                  (Principal Financial and Accounting Officer)


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


/s/ James S. Simons              Director
----------------------------
James S. Simons


/s/ Howard L. Morgan
----------------------------     Director
Howard L. Morgan


/s/ Elwyn Berlekamp
----------------------------     Director
Elwyn Berlekamp


/s/ William W. Harris
----------------------------     Director
William W. Harris


/s/ William J. Perry
----------------------------     Director
William J. Perry


/s/ Paul Gauvreau
----------------------------     Director
Paul Gavreau


/s/ Regis McKenna
----------------------------     Director
Regis McKenna

                                      II-5

<PAGE>


                                INDEX TO EXHIBITS

   Exhibit
    Number                              Description
    ------                              -----------
     4.1       2000  Employee   Stock  Purchase  Plan  and  form  of  agreements
               thereunder
     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
    23.1       Consent of Deloitte & Touche LLP
    23.2       Consent of PricewaterhouseCoopers LLP
    23.3       Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained in
               Exhibit 5.1)
    24.1       Power of Attorney (see page II-5)

-----------------
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 14973}]
{"company-data": {"conformed-name": "CYLINK CORP /CA/", "cik": "0001005230", "assigned-sic": "3577", "irs-number": "953891600", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41338", "film-number": "672345"}, "business-address": {"street1": "910 HERMOSA COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94086-4103", "phone": "4087355822"}, "mail-address": {"street1": "910 HERMOSA CT", "city": "SUNNYVALE", "state": "CA", "zip": "94086-4103"}}
As filed with the Securities and Exchange Commission on July 13, 2000
                                                 Registration No. 333-__________

================================================================================
                       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 of Incorporation)                 (I.R.S. Employer Identification Number)

                                 3131 Jay Street
                          Santa Clara, California 95054
                    (Address of Principal Executive Offices)

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

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

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

                             Robert B. Fougner, Esq.
                          General Counsel and Secretary
                               Cylink Corporation
                                 3131 Jay Street
                          Santa Clara, California 95054
                     (Name and address of agent for service)
                                  (408)735-5800
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                                Howard S. Zeprun
                     WILSON SONSINI GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                           Palo Alto, California 94304
                            Telephone: (650) 493-9300

================================================================================
CALCULATION OF REGISTRATION FEE
=========================================== ======================= ====================== ====================== ==================
                                                    Amount            Proposed Maximum       Proposed Maximum
           Title Securities to                      to be              Offering Price       Aggregate Offering        Amount of
              be Registered                       Registered            Per Share (1)              Price           Registration Fee
Common Stock to be issued under                     200,000               $ 15.17               $ 3,034,000             $801.00
    the 2000 Employee Stock Purchase Plan
------------------------------------------- ----------------------- ---------------------- ---------------------- ------------------
                                    TOTAL:          200,000                                     $ 3,034,000             $801.00
=========================================== ======================= ====================== ====================== ==================
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the  registration  fee, based on 85% of the average of the high
     and low  prices  per share of the Common  Stock as  reported  on The Nasdaq
     National Market on July 13, 2000.
================================================================================
CYLINK CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

         1. The Company's Annual Report on Form 10-K for the year ended December
31, 1999,  filed pursuant to Section 13(a) or 15(d) of the  Securities  Exchange
Act of 1934, as Amended (the "Exchange Act").

         2. The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2000, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

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

         Section 204 of the General  Corporation  Law of the State of California
("California Law") authorizes a corporation to adopt a provision in its articles
of incorporation eliminating the personal liability of directors to corporations
and their  shareholders  for  monetary  damages for breach or alleged  breach of
directors' "duty of care." Following a California corporation's adoption of such
a  provision,  its  directors  are not  accountable  to  corporations  and their
shareholders for monetary damages for conduct constituting  negligence (or gross
negligence)  in the  exercise  of their  fiduciary  duties;  however,  directors
continue to be subject to equitable  remedies such as injunction or  rescission.
Under California Law, a director also continues to be liable for (1) a breach of
his or her duty of loyalty; (2) acts or omissions not in good faith or involving
intentional  misconduct or knowing  violations  of law; (3) illegal  payments of
dividends;  and (4) approval of any transaction from which a director derives an
improper personal  benefit.  The adoption of such a provision in the articles of
incorporation  also does not limit  directors'  liability for  violations of the
federal securities laws.

                                      II-2
Section 317 of the California Law makes a provision for the  indemnification  of
officers,  directors and other corporate agents in terms  sufficiently  broad to
indemnify such persons, under certain circumstances,  for liabilities (including
reimbursement  for expenses  incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). An amendment to Section 317 provides that the
indemnification  provided  by  this  section  is not  exclusive  to  the  extent
additional  rights are authorized in a corporation's  articles of incorporation.
The Company  has adopted  provisions  in its Amended  Articles of  Incorporation
which  eliminate  the  liability  of its  directors  for  monetary  damages  and
authorize the Company to indemnify  its officers,  directors and other agents to
the fullest extent permitted by law.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

    Exhibit
    Number                              Description
    ------                              -----------
     4.1     2000 Employee Stock Purchase Plan and form of agreements thereunder
     5.1     Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
    23.1     Consent of Deloitte & Touche, LLP
    23.2     Consent of PricewaterhouseCoopers LLP
    23.3     Consent of Wilson  Sonsini  Goodrich & Rosati,  P.C.  (contained in
             Exhibit 5.1)
    24.1     Power of Attorney (see page II-5)

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

Item 9. Undertakings.

         A. The undersigned registrant hereby undertakes:

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

                  (2) That, for the purpose of determining  any liability  under
the  Securities  Act of 1933,  as  amended  (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.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 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  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-3
C.  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.

                                      II-4
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 Santa Clara, State of California, on July 13, 2000.

                                           CYLINK Corporation

                                           By: /s/ Roger A. Barnes
                                               ---------------------------------
                                               Roger A. Barnes
                                               Vice President of Finance and
                                               Administration and
                                               Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Roger A. Barnes and Robert B. Fougner,
jointly  and  severally,  his or her  attorneys-in-fact,  each with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement on Form S-8 and to file the same, with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or his  substitution or  substitutes,  may do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has been  signed on July 13,  2000 by the  following  persons  in the
capacities indicated.

     Signature                                      Title
     ---------                                      -----
/s/ William P. Crowell           President, Chief Executive Officer and Director
----------------------------     (Principal Executive Officer)
William P. Crowell

/s/ Roger A. Barnes              Vice President of Finance and
----------------------------     Administration and Chief Financial Officer
Roger A. Barnes                  (Principal Financial and Accounting Officer)

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

/s/ James S. Simons              Director
----------------------------
James S. Simons

/s/ Howard L. Morgan
----------------------------     Director
Howard L. Morgan

/s/ Elwyn Berlekamp
----------------------------     Director
Elwyn Berlekamp

/s/ William W. Harris
----------------------------     Director
William W. Harris

/s/ William J. Perry
----------------------------     Director
William J. Perry

/s/ Paul Gauvreau
----------------------------     Director
Paul Gavreau

/s/ Regis McKenna
----------------------------     Director
Regis McKenna

                                      II-5
INDEX TO EXHIBITS

   Exhibit
    Number                              Description
    ------                              -----------
     4.1       2000  Employee   Stock  Purchase  Plan  and  form  of  agreements
               thereunder
     5.1       Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
    23.1       Consent of Deloitte & Touche LLP
    23.2       Consent of PricewaterhouseCoopers LLP
    23.3       Consent of Wilson Sonsini Goodrich & Rosati,  P.C.  (contained in
               Exhibit 5.1)
    24.1       Power of Attorney (see page II-5)

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