As filed with the Securities and Exchange Commission on June 11, 2002
                                                  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 or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                                 3131 Jay Street
                          Santa Clara, California 95054
              (Address of Registrant's Principal Executive Offices)
                        2000 Employee Stock Purchase Plan

                         _______________________________

                              (Full Title of Plans)
                             Robert B. Fougner, Esq.
                          General Counsel and Secretary
                               Cylink Corporation
                                 3131 Jay Street
                          Santa Clara, California 95054
                                 (408) 735-5800
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                 _______________

                                    Copy to:
                             Paul L. Lion III, Esq.
                             Morrison & Foerster LLP
                               755 Page Mill Road
                            Palo Alto, CA 94304-1018
                                 (415) 813-5615

                                 _______________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================== ================== ==================== ======================== ===============
                                                            Maximum           Proposed Maximum        Amount of
       Title of Securities             Amount to        Offering Price       Aggregate Offering      Registration
        to be Registered             be Registered       Per Share(1)             Price(1)               Fee
---------------------------------- ------------------ -------------------- ------------------------ ---------------
<S>                                    <C>                   <C>                  <C>                     <C>
Common Stock, to be issued under
the 2000 Employee Stock Purchase
Plan.........................          328,436               $0.685               $224,978.66             $20.70
================================== ================== ==================== ======================== ===============
</TABLE>

(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the  registration fee and based upon 100% of the average of the
     high and low  prices  reported  on the Nasdaq  National  Market on June 10,
     2002.

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

<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


         The documents  containing the  information  specified in Part 1 of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission Rule  428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant  to Item 3 of Form S-8  (Part II  hereof),  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933.


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of 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  Annual  Report on Form 10-K for the  fiscal  year
ended December 31, 2001, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").

         2. The Company's Current Report on Form 10-Q for the period ended March
31, 2002.

         3. The  description  of the  Company's  Common  Stock  contained in the
Company's  Registration  Statement  on Form 8-A  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.

Item 4.    Description of Securities.

         Not Applicable.


<PAGE>


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. 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.

         5.1      Opinion of Morrison & Foerster LLP

         23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors

         24.1     Power of Attorney (see Signature Page)

Item 9.    Undertakings.

         (a)  The undersigned Registrant hereby undertakes;


<PAGE>


         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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 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 Act, each filing of the Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee plan's annual report pursuant to Section
13(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
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 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 Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than  the  payment  by the  registrant  of the  expenses  incurred  or paid by a
director,  officer or  controlling  person of the  registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.


<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 Santa Clara,  State of
California, on June 11, 2002.


                                       CYLINK CORPORATION


                                       By:    /s/ R. Christopher Chillingworth
                                              ----------------------------------
                                              R. Christopher Chillingworth
                                              Vice President of Finance
                                              and Administration and
                                              Chief Financial Officer


                                POWER OF ATTORNEY

         Each person whose signature  appears below  constitutes and appoints R.
Christopher   Chillingworth  and  Robert  B.  Fougner,  and  each  of  them,  as
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, 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 the
said attorney-in-fact 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/ William P. Crowell               President, Chief Executive    June 11, 2002
--------------------------------     Officer  and Director
    William P. Crowell               (Principal Executive
                                     Officer)


<PAGE>


Signature                            Capacity                      Date
---------                            --------                      ----
/s/ R. Christopher Chillingworth     Vice President of Finance     June 11, 2002
    ----------------------------     and Administration and
    R. Christopher Chillingworth     Chief Financial Officer
                                     (Principal Financial and
                                     Accounting Officer)


/s/ Leo A. Guthart                   Director, Chairman of the     June 11, 2002
    ----------------------------     Board of Directors
    Leo A. Guthart

                                     Director                      June 11, 2002
/s/ James S. Simons
--------------------------------
    James S. Simons

                                     Director

--------------------------------
      Howard L. Morgan

                                     Director                      June 11, 2002
/s/ William W. Harris
--------------------------------
      William W. Harris

                                     Director

--------------------------------
      Paul Gauvreau

                                     Director

--------------------------------
      Regis McKenna


<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number                              Document
------                              --------

    5.1           Opinion of Morrison & Foerster LLP

   23.1           Consent of Counsel (included in Exhibit 5.1)

   23.2           Consent of Deloitte & Touche LLP, Independent
                  Auditors

   24.1           Power of Attorney (see Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "p15604_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15491}]
{"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": "333-90344", "film-number": "02677363"}, "business-address": {"street1": "3131 JAY STREET", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4088556000"}, "mail-address": {"street1": "3131 JAY STREET", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
As filed with the Securities and Exchange Commission on June 11, 2002
                                                  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 or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                                 3131 Jay Street
                          Santa Clara, California 95054
              (Address of Registrant's Principal Executive Offices)
                        2000 Employee Stock Purchase Plan

                         _______________________________

                              (Full Title of Plans)
                             Robert B. Fougner, Esq.
                          General Counsel and Secretary
                               Cylink Corporation
                                 3131 Jay Street
                          Santa Clara, California 95054
                                 (408) 735-5800
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                 _______________

                                    Copy to:
                             Paul L. Lion III, Esq.
                             Morrison & Foerster LLP
                               755 Page Mill Road
                            Palo Alto, CA 94304-1018
                                 (415) 813-5615

                                 _______________

                         CALCULATION OF REGISTRATION FEE
================================== ================== ==================== ======================== ===============
                                                            Maximum           Proposed Maximum        Amount of
       Title of Securities             Amount to        Offering Price       Aggregate Offering      Registration
        to be Registered             be Registered       Per Share(1)             Price(1)               Fee
---------------------------------- ------------------ -------------------- ------------------------ ---------------
Common Stock, to be issued under
the 2000 Employee Stock Purchase
Plan.........................          328,436               $0.685               $224,978.66             $20.70
================================== ================== ==================== ======================== ===============
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the  registration fee and based upon 100% of the average of the
     high and low  prices  reported  on the Nasdaq  National  Market on June 10,
     2002.

================================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part 1 of Form
S-8 (plan  information  and  registrant  information  and  employee  plan annual
information)  will be sent or given to employees as specified by Securities  and
Exchange  Commission Rule  428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant  to Item 3 of Form S-8  (Part II  hereof),  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act of 1933.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of 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  Annual  Report on Form 10-K for the  fiscal  year
ended December 31, 2001, filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act").

         2. The Company's Current Report on Form 10-Q for the period ended March
31, 2002.

         3. The  description  of the  Company's  Common  Stock  contained in the
Company's  Registration  Statement  on Form 8-A  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.

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. 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.

         5.1      Opinion of Morrison & Foerster LLP

         23.1     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

         23.2     Consent of Deloitte & Touche LLP, Independent Auditors

         24.1     Power of Attorney (see Signature Page)

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 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 Act, each filing of the Registrant's  annual
report  pursuant  to  Section  13(a) or 15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee plan's annual report pursuant to Section
13(d)  of  the  Exchange  Act)  that  is   incorporated  by  reference  in  this
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 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 Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than  the  payment  by the  registrant  of the  expenses  incurred  or paid by a
director,  officer or  controlling  person of the  registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.
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 Santa Clara,  State of
California, on June 11, 2002.

                                       CYLINK CORPORATION

                                       By:    /s/ R. Christopher Chillingworth
                                              ----------------------------------
                                              R. Christopher Chillingworth
                                              Vice President of Finance
                                              and Administration and
                                              Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature  appears below  constitutes and appoints R.
Christopher   Chillingworth  and  Robert  B.  Fougner,  and  each  of  them,  as
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, 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 the
said attorney-in-fact 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/ William P. Crowell               President, Chief Executive    June 11, 2002
--------------------------------     Officer  and Director
    William P. Crowell               (Principal Executive
                                     Officer)
Signature                            Capacity                      Date
---------                            --------                      ----
/s/ R. Christopher Chillingworth     Vice President of Finance     June 11, 2002
    ----------------------------     and Administration and
    R. Christopher Chillingworth     Chief Financial Officer
                                     (Principal Financial and
                                     Accounting Officer)

/s/ Leo A. Guthart                   Director, Chairman of the     June 11, 2002
    ----------------------------     Board of Directors
    Leo A. Guthart

                                     Director                      June 11, 2002
/s/ James S. Simons
--------------------------------
    James S. Simons

                                     Director

--------------------------------
      Howard L. Morgan

                                     Director                      June 11, 2002
/s/ William W. Harris
--------------------------------
      William W. Harris

                                     Director

--------------------------------
      Paul Gauvreau

                                     Director

--------------------------------
      Regis McKenna
INDEX TO EXHIBITS

Exhibit
Number                              Document
------                              --------

    5.1           Opinion of Morrison & Foerster LLP

   23.1           Consent of Counsel (included in Exhibit 5.1)

   23.2           Consent of Deloitte & Touche LLP, Independent
                  Auditors

   24.1           Power of Attorney (see Signature Page)