As filed with the Securities and Exchange Commission on July 24, 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)
                        2000 Employee Stock Purchase Plan

                         -------------------------------
                              (Full Title of Plans)
                             Robert D. 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
                                 ---------------
<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 2000 Employee Stock Purchase       326,811               $.505                $165,039.55             $43.57
Plan.........................
================================== ================== ==================== ======================== ===============
<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 July
       20, 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.

         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  contents of the  Registrant's  Registration  Statement on
Form S-8, Commission File No. 333-41338,  including exhibits thereto, are hereby
incorporated by reference into this Registration  Statement,  except as the same
may be modified by the information set forth herein.

         2.       The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended  December 31, 2000,  filed  pursuant to Section 13 of the  Securities
Exchange Act of 1934 (the "Exchange Act").

         3.       The Company's Current Report on Form 10-Q for the period ended
March 31, 2001.

         4.       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

<PAGE>

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 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

         23.3     Consent of PricewaterhouseCoopers LLP, Independent Accountants

         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 July 23, 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    July 20, 2001
----------------------------------    and Administration and
      Christopher Chillingworth       Chief Financial Officer


<PAGE>

/s/ William P. Crowell                President, Chief Executive   July 23, 2001
----------------------------------    Officer, and Director
      William P. Crowell

/s/ Leo A. Guthart                    Director, Chairman of the    July 23, 2001
----------------------------------    Board of Directors
      Leo A. Guthart

/s/ James S. Simons                   Director                     July 23, 2001
----------------------------------
      James S. Simons

    Howard L. Morgan                  Director                     July __, 2001
----------------------------------
      Howard L. Morgan

/s/ Elwyn Berlekamp                   Director                     July 23, 2001
----------------------------------
      Elwyn Berlekamp

/s/ William W. Harris                 Director                     July 23, 2001
----------------------------------
      William W. Harris

    Paul Gauvreau                     Director                     July __, 2001
----------------------------------
      Paul Gauvreau

    Regis McKenna                     Director                     July __, 2001
----------------------------------
      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

   23.3           Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants

   24.1           Power of Attorney (see Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "p14072s8.txt", "secsgml_size_bytes": 10688}]
{"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": "333-65746", "film-number": "1687021"}, "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 24, 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)
                        2000 Employee Stock Purchase Plan

                         -------------------------------
                              (Full Title of Plans)
                             Robert D. 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       326,811               $.505                $165,039.55             $43.57
Plan.........................
================================== ================== ==================== ======================== ===============
(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 July
       20, 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.

         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  contents of the  Registrant's  Registration  Statement on
Form S-8, Commission File No. 333-41338,  including exhibits thereto, are hereby
incorporated by reference into this Registration  Statement,  except as the same
may be modified by the information set forth herein.

         2.       The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended  December 31, 2000,  filed  pursuant to Section 13 of the  Securities
Exchange Act of 1934 (the "Exchange Act").

         3.       The Company's Current Report on Form 10-Q for the period ended
March 31, 2001.

         4.       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 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

         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 July 23, 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    July 20, 2001
----------------------------------    and Administration and
      Christopher Chillingworth       Chief Financial Officer
/s/ William P. Crowell                President, Chief Executive   July 23, 2001
----------------------------------    Officer, and Director
      William P. Crowell

/s/ Leo A. Guthart                    Director, Chairman of the    July 23, 2001
----------------------------------    Board of Directors
      Leo A. Guthart

/s/ James S. Simons                   Director                     July 23, 2001
----------------------------------
      James S. Simons

    Howard L. Morgan                  Director                     July __, 2001
----------------------------------
      Howard L. Morgan

/s/ Elwyn Berlekamp                   Director                     July 23, 2001
----------------------------------
      Elwyn Berlekamp

/s/ William W. Harris                 Director                     July 23, 2001
----------------------------------
      William W. Harris

    Paul Gauvreau                     Director                     July __, 2001
----------------------------------
      Paul Gauvreau

    Regis McKenna                     Director                     July __, 2001
----------------------------------
      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

   23.3           Consent of PricewaterhouseCoopers LLP, Independent
                  Accountants

   24.1           Power of Attorney (see Signature Page)