As filed with the Securities and Exchange Commission on September 25, 2001
                                                  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)

              CYLINK CORPORATION 1994 FLEXIBLE STOCK INCENTIVE PLAN
               CYLINK ATM TECHNOLOGY CENTER 2000 STOCK OPTION PLAN
           CYLINK CORPORATION 2001 NON-QUALIFIED STOCK INCENTIVE PLAN
                              (Full Title of Plans)

                             ROBERT B. FOUGNER, ESQ.
                          GENERAL COUNSEL AND SECRETARY
                               CYLINK CORPORATION
                                 3131 JAY STREET
                          SANTA CLARA, CALIFORNIA 95054
                                 (408) 855-6000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                    Copy to:
                             PAUL L. LION III, ESQ.
                             WILLIAM HEROCHIK, ESQ.
                             MORRISON & Foerster LLP
                               755 PAGE MILL ROAD
                            PALO ALTO, CA 94304-1018
                                 (415) 813-5615

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

<TABLE>
                                           CALCULATION OF REGISTRATION FEE

<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 Cylink Corporation 1994
  Flexible Stock Incentive Plan,
  the Cylink ATM Technology Center
  2000 Stock Option Plan and the
  Cylink Corporation 200
  Non-Qualified Stock Incentive
  Plans                               10,276,449               $0.68              $6,987,985.33            $1,747.00
  ================================== ================== ==================== ======================== ===============


<PAGE>


<FN>
(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
         September 21, 2001.
</FN>
</TABLE>

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


<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.

         This  Registration  Statement  relates to and  registers  10,276,449 of
which  7,976,449  shares of Common Stock of Cylink  Corporation are for issuance
under the Cylink  Corporation  1994  Flexible  Stock  Incentive  Plan (the "1994
Plan")  300,000 are for  issuance  under the Cylink ATM  Technology  Center 2000
Stock Option Plan (the "2000  Plan") and  2,000,000  are for issuance  under the
Cylink  Corporation 2001  Non-Qualified  Stock Incentive Plan (the "2001 Plan").
The reports listed below have been filed with or furnished to the Securities and
Exchange Commission (the "Commission") by Cylink Corporation (the "Company") and
are now  incorporated  herein by  reference  to the  extent  not  superseded  by
documents or reports subsequently filed or furnished:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 2000,  as filed with the  Commission  on April 2, 2001  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as Amended (the
"Exchange Act");

         (b) The Company's  Quarterly Reports on Form 10-Q for the quarter ended
April 1, 2001,  as filed with the  Commission  on May 16, 2001;  and the quarter
ended July 1, 2001, as filed with the Commission on August 16, 2001, pursuant to
Section 13(a) or 15(d) of the Exchange Act; and

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



<PAGE>


         All documents  subsequently filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange  Act of 1934 by the Company  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 the  Registration  Statement and to
be part thereof 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.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration  Statement  because  the  class  of  securities  to be  offered  is
registered under Section 12 of the Securities Exchange Act of 1934.

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 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



<PAGE>


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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8. EXHIBITS.

         Incorporated by reference to the Exhibit Index attached hereto.

ITEM 9. UNDERTAKINGS.

         The undersigned Company 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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;  provided,  however, that paragraphs (1)(i) and
         (1)(ii) do not apply if the  information  required  to be included in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed  with or  furnished  to the  Commission  by the  Company
         pursuant to Section 13 or 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; and



<PAGE>


         (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 Company's  annual report pursuant to
Section  13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (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 Company  pursuant to the  provisions  described in Item 6 of this
Registration Statement,  or otherwise,  the Company has been advised that in the
opinion of the  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 Company of expenses incurred or paid by a director,  officer,  or
controlling person of the Company 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 Company will, unless in the
opinion of 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.

ITEM 8. EXHIBITS.

         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).

         4.3 Cylink Corporation 1994 Flexible Stock Incentive Plan.

         4.4 Cylink ATM Technology Center 2000 Stock Option Plan.

         4.5 Cylink Corporation 2001 Non-Qualified Stock Incentive Plan.

         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

         23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants



<PAGE>


         24.1 Power of Attorney (see Signature Page)



<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 September 24, 2001.


                                          CYLINK CORPORATION

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


                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
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

<TABLE>
         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.


<CAPTION>
Signature                                            Capacity                             Date
---------                                            --------                             ----
<S>                                                  <C>                                  <C>
  /s/ Christopher Chillingworth                      Vice President of Finance            September 24, 2001
----------------------------------------             and Administration and
      Christopher Chillingworth                      Chief Financial Officer


<PAGE>


  /s/ William P. Crowell                             President, Chief Executive           September 19, 2001
----------------------------------------             Officer, and Director
      William P. Crowell


  /s/ Leo A. Guthart                                 Director, Chairman of the            September 20, 2001
----------------------------------------             Board of Directors
      Leo A. Guthart


  /s/ James S. Simons                               Director                             September 19, 2001
----------------------------------------
      James S. Simons


  /s/ Howard L. Morgan                              Director                             September 19, 2001
----------------------------------------
      Howard L. Morgan


  /s/ Elwyn Berlekamp                                Director                             September 24, 2001
----------------------------------------
      Elwyn Berlekamp


  /s/ William W. Harris                              Director                             September 24, 2001
----------------------------------------
      William W. Harris


  /s/ Paul Gauvreau                                  Director                             September 20, 2001
----------------------------------------
      Paul Gauvreau


                                                     Director                             _________, 2001
----------------------------------------
      Regis McKenna
</TABLE>


<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                              DOCUMENT
------                              --------
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).

4.3      Cylink Corporation 1994 Flexible Stock Incentive Plan.

4.4      Cylink ATM Technology Center 2000 Stock Option Plan.

4.5      Cylink Corporation 2001 Non-Qualified Stock Incentive Plan.

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

23.3     Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1     Power of Attorney (see Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "p14381-s8.txt", "secsgml_size_bytes": 21105}]
{"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": "333-70242", "film-number": "1745509"}, "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 September 25, 2001
                                                  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)

              CYLINK CORPORATION 1994 FLEXIBLE STOCK INCENTIVE PLAN
               CYLINK ATM TECHNOLOGY CENTER 2000 STOCK OPTION PLAN
           CYLINK CORPORATION 2001 NON-QUALIFIED STOCK INCENTIVE PLAN
                              (Full Title of Plans)

                             ROBERT B. FOUGNER, ESQ.
                          GENERAL COUNSEL AND SECRETARY
                               CYLINK CORPORATION
                                 3131 JAY STREET
                          SANTA CLARA, CALIFORNIA 95054
                                 (408) 855-6000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

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

                                    Copy to:
                             PAUL L. LION III, ESQ.
                             WILLIAM HEROCHIK, 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 Cylink Corporation 1994
  Flexible Stock Incentive Plan,
  the Cylink ATM Technology Center
  2000 Stock Option Plan and the
  Cylink Corporation 200
  Non-Qualified Stock Incentive
  Plans                               10,276,449               $0.68              $6,987,985.33            $1,747.00
  ================================== ================== ==================== ======================== ===============
(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
         September 21, 2001.
================================================================================
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.

         This  Registration  Statement  relates to and  registers  10,276,449 of
which  7,976,449  shares of Common Stock of Cylink  Corporation are for issuance
under the Cylink  Corporation  1994  Flexible  Stock  Incentive  Plan (the "1994
Plan")  300,000 are for  issuance  under the Cylink ATM  Technology  Center 2000
Stock Option Plan (the "2000  Plan") and  2,000,000  are for issuance  under the
Cylink  Corporation 2001  Non-Qualified  Stock Incentive Plan (the "2001 Plan").
The reports listed below have been filed with or furnished to the Securities and
Exchange Commission (the "Commission") by Cylink Corporation (the "Company") and
are now  incorporated  herein by  reference  to the  extent  not  superseded  by
documents or reports subsequently filed or furnished:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 2000,  as filed with the  Commission  on April 2, 2001  pursuant to
Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934, as Amended (the
"Exchange Act");

         (b) The Company's  Quarterly Reports on Form 10-Q for the quarter ended
April 1, 2001,  as filed with the  Commission  on May 16, 2001;  and the quarter
ended July 1, 2001, as filed with the Commission on August 16, 2001, pursuant to
Section 13(a) or 15(d) of the Exchange Act; and

         (c) The description of the Company's  Common Stock to be offered hereby
which is contained in its  Registration  Statement on Form 8-A as filed with the
Commission on February 14, 1996 under the Exchange Act.
All documents  subsequently filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange  Act of 1934 by the Company  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 the  Registration  Statement and to
be part thereof 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.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration  Statement  because  the  class  of  securities  to be  offered  is
registered under Section 12 of the Securities Exchange Act of 1934.

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 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8. EXHIBITS.

         Incorporated by reference to the Exhibit Index attached hereto.

ITEM 9. UNDERTAKINGS.

         The undersigned Company 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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;  provided,  however, that paragraphs (1)(i) and
         (1)(ii) do not apply if the  information  required  to be included in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed  with or  furnished  to the  Commission  by the  Company
         pursuant to Section 13 or 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; and
(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 Company's  annual report pursuant to
Section  13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (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 Company  pursuant to the  provisions  described in Item 6 of this
Registration Statement,  or otherwise,  the Company has been advised that in the
opinion of the  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 Company of expenses incurred or paid by a director,  officer,  or
controlling person of the Company 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 Company will, unless in the
opinion of 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.

ITEM 8. EXHIBITS.

         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).

         4.3 Cylink Corporation 1994 Flexible Stock Incentive Plan.

         4.4 Cylink ATM Technology Center 2000 Stock Option Plan.

         4.5 Cylink Corporation 2001 Non-Qualified Stock Incentive Plan.

         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

         23.3 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see Signature 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 September 24, 2001.

                                          CYLINK CORPORATION

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

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
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/ Christopher Chillingworth                      Vice President of Finance            September 24, 2001
----------------------------------------             and Administration and
      Christopher Chillingworth                      Chief Financial Officer
/s/ William P. Crowell                             President, Chief Executive           September 19, 2001
----------------------------------------             Officer, and Director
      William P. Crowell

  /s/ Leo A. Guthart                                 Director, Chairman of the            September 20, 2001
----------------------------------------             Board of Directors
      Leo A. Guthart

  /s/ James S. Simons                               Director                             September 19, 2001
----------------------------------------
      James S. Simons

  /s/ Howard L. Morgan                              Director                             September 19, 2001
----------------------------------------
      Howard L. Morgan

  /s/ Elwyn Berlekamp                                Director                             September 24, 2001
----------------------------------------
      Elwyn Berlekamp

  /s/ William W. Harris                              Director                             September 24, 2001
----------------------------------------
      William W. Harris

  /s/ Paul Gauvreau                                  Director                             September 20, 2001
----------------------------------------
      Paul Gauvreau

                                                     Director                             _________, 2001
----------------------------------------
      Regis McKenna
INDEX TO EXHIBITS

EXHIBIT
NUMBER                              DOCUMENT
------                              --------
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).

4.3      Cylink Corporation 1994 Flexible Stock Incentive Plan.

4.4      Cylink ATM Technology Center 2000 Stock Option Plan.

4.5      Cylink Corporation 2001 Non-Qualified Stock Incentive Plan.

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

23.3     Consent of PricewaterhouseCoopers LLP, Independent Accountants

24.1     Power of Attorney (see Signature Page)