As filed with the Securities and Exchange Commission on September ___, 1997
                                                     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)

                                910 Hermosa Court
                           Sunnyvale, California 94086
          (Address of Principal Executive Office, Including Zip Code)

                               CYLINK CORPORATION
         AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN and the
                 CYLINK/ARL 1997 NONQUALIFIED STOCK OPTION PLAN

                            (Full Title of the Plans)

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

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

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

============================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
============================================================================================================================
<CAPTION>
                                                  Proposed maximum
Title of securities to       Amount to be        offering price per      Proposed maximum aggregate         Amount of
     be registered            registered             share (1)               offering price (1)          registration fee
------------------------ --------------------- ----------------------- ------------------------------- =====================
<S>                            <C>                    <C>                      <C>                         <C>       
Common Stock                   2,410,000              $14.44                   $34,800,400                 $10,545.00
============================================================================================================================
<FN>
(1)    Estimated  solely for the purpose of calculating the  registration fee in
       accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
       amended,  based  upon an  average  of the high and low  prices  of Cylink
       Corporation  common  stock  reported  on the  Nasdaq  National  Market on
       September 26, 1997.
</FN>
</TABLE>

                         Exhibit Index Located at Page 6

                               Page 1 of 7 Pages
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         In accordance  with General  Instruction E to Form S-8, the contents of
the  Registrant's  Registration  Statement  on Form  S-8,  Commission  File  No.
333-09797, 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.

Item 8.    Exhibits.

Exhibit No.                           Description
===========                           ===========

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

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

    5.1          Opinion of Morrison & Foerster LLP.

   23.1          Consent of Counsel (included in Exhibit 5.1).

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

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



                                      II-2
<PAGE>


                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement on Form S-8 of our report  dated  January 24, 1997 which
appears in Cylink  Corporation's  Annual  Report on Form 10-K for the year ended
December 31,  1996.  We also  consent to the  application  of such report to the
Financial  Statement Schedule for the three years ended December 31, 1996 listed
under Item 14(a)2 of the 1996 Annual  Report on Form 10-K when such  schedule is
read in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.



PRICE WATERHOUSE LLP



San Jose, California
September 29, 1997



                                      II-3
<PAGE>


                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant,  Cylink  Corporation  certifies  that it has  reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, California, on
September 29, 1997.


                                                   CYLINK CORPORATION



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


                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Jimmy K. Omura,  John H. Daws,  and Robert B. Fougner,  and each of them, as his
attorneys-in-fact,  each with the power of substitution,  for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting to said attorneys-in-fact,  and
each of them,  full power and authority to do and perform each and every act and
thing  requisite and necessary to be done in connection  therewith,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorneys-in-fact  or any of  them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
<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/ Fernand B. Sarrat     President, Chief Executive          September 29, 1997
------------------------     Officer and Director of the Board  
       Fernand B. Sarrat     of Directors                       

                             (Principal Executive Officer)      
                             

   /s/ John H. Daws          Vice President and Chief            September 29, 1997
-------------------          Financial Officer        
       John H. Daws          
                             (Principal Financial     
                             and Accounting Officer)  
                             

   /s/ Jimmy K. Omura        Chief Technical Officer and         September 29, 1997
---------------------        Director of the Board of 
       Jimmy K. Omura        Directors



                                      II-4
<PAGE>


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

  /s/ Leo A. Guthart         Director, Chairman of the           September 29, 1997
--------------------         Board of Directors
      Leo A. Guthart         


  /s/ James H. Simons        Director                            September 29, 1997
---------------------
      James H. Simons


  /s/ Howard L. Morgan       Director                            September 29, 1997
----------------------
      Howard L. Morgan


  /s/ Elwyn Berlekamp        Director                            September 29, 1997
---------------------
      Elwyn Berlekamp


  /s/ William W. Harris      Director                            September 29, 1997
-----------------------
      William W. Harris


  /s/ King W.W. Harris       Director                            September 29, 1997
----------------------
      King W.W. Harris


  /s/ William J. Perry       Director                            September 29, 1997
----------------------
      William J. Perry

</TABLE>

                                      II-5

<PAGE>
<TABLE>

                                                          INDEX TO EXHIBITS
                                                          -----------------

<CAPTION>
Exhibit                                                                                                       Sequentially
Number                                     Document                                                           Numbered Page
======                                     ========                                                           =============

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

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

    5.1       Opinion of Morrison & Foerster LLP.                                                                  7

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

   23.2       Consent of Price Waterhouse LLP (see page II-4).                                                     3

   24.1       Power of Attorney (see page II-5).                                                                   4

</TABLE>
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12117}]
{"company-data": {"conformed-name": "CYLINK CORP /CA/", "cik": "0001005230", "assigned-sic": "3577", "irs-number": "952891600", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36845", "film-number": "97688909"}, "business-address": {"street1": "910 HERMOSA COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94086-4103", "phone": "4087355800"}, "mail-address": {"street1": "910 HERMOSA CT", "city": "SUNNYVALE", "state": "CA", "zip": "94086-4103"}}
As filed with the Securities and Exchange Commission on September ___, 1997
                                                     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)

                                910 Hermosa Court
                           Sunnyvale, California 94086
          (Address of Principal Executive Office, Including Zip Code)

                               CYLINK CORPORATION
         AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE PLAN and the
                 CYLINK/ARL 1997 NONQUALIFIED STOCK OPTION PLAN

                            (Full Title of the Plans)

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

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

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

============================================================================================================================
                                          CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed maximum
Title of securities to       Amount to be        offering price per      Proposed maximum aggregate         Amount of
     be registered            registered             share (1)               offering price (1)          registration fee
------------------------ --------------------- ----------------------- ------------------------------- =====================
Common Stock                   2,410,000              $14.44                   $34,800,400                 $10,545.00
============================================================================================================================
(1)    Estimated  solely for the purpose of calculating the  registration fee in
       accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
       amended,  based  upon an  average  of the high and low  prices  of Cylink
       Corporation  common  stock  reported  on the  Nasdaq  National  Market on
       September 26, 1997.
Exhibit Index Located at Page 6

                               Page 1 of 7 Pages
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         In accordance  with General  Instruction E to Form S-8, the contents of
the  Registrant's  Registration  Statement  on Form  S-8,  Commission  File  No.
333-09797, 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.

Item 8.    Exhibits.

Exhibit No.                           Description
===========                           ===========

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

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

    5.1          Opinion of Morrison & Foerster LLP.

   23.1          Consent of Counsel (included in Exhibit 5.1).

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

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

                                      II-2
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement on Form S-8 of our report  dated  January 24, 1997 which
appears in Cylink  Corporation's  Annual  Report on Form 10-K for the year ended
December 31,  1996.  We also  consent to the  application  of such report to the
Financial  Statement Schedule for the three years ended December 31, 1996 listed
under Item 14(a)2 of the 1996 Annual  Report on Form 10-K when such  schedule is
read in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.

PRICE WATERHOUSE LLP

San Jose, California
September 29, 1997

                                      II-3
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant,  Cylink  Corporation  certifies  that it has  reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, California, on
September 29, 1997.

                                                   CYLINK CORPORATION

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

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Jimmy K. Omura,  John H. Daws,  and Robert B. Fougner,  and each of them, as his
attorneys-in-fact,  each with the power of substitution,  for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting to said attorneys-in-fact,  and
each of them,  full power and authority to do and perform each and every act and
thing  requisite and necessary to be done in connection  therewith,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that  said  attorneys-in-fact  or any of  them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                    Capacity                            Date
=========                    ========                            ====
/s/ Fernand B. Sarrat     President, Chief Executive          September 29, 1997
------------------------     Officer and Director of the Board  
       Fernand B. Sarrat     of Directors                       

                             (Principal Executive Officer)      
                             

   /s/ John H. Daws          Vice President and Chief            September 29, 1997
-------------------          Financial Officer        
       John H. Daws          
                             (Principal Financial     
                             and Accounting Officer)  
                             

   /s/ Jimmy K. Omura        Chief Technical Officer and         September 29, 1997
---------------------        Director of the Board of 
       Jimmy K. Omura        Directors

                                      II-4
Signature                    Capacity                            Date
---------                    --------                            ----

  /s/ Leo A. Guthart         Director, Chairman of the           September 29, 1997
--------------------         Board of Directors
      Leo A. Guthart         

  /s/ James H. Simons        Director                            September 29, 1997
---------------------
      James H. Simons

  /s/ Howard L. Morgan       Director                            September 29, 1997
----------------------
      Howard L. Morgan

  /s/ Elwyn Berlekamp        Director                            September 29, 1997
---------------------
      Elwyn Berlekamp

  /s/ William W. Harris      Director                            September 29, 1997
-----------------------
      William W. Harris

  /s/ King W.W. Harris       Director                            September 29, 1997
----------------------
      King W.W. Harris

  /s/ William J. Perry       Director                            September 29, 1997
----------------------
      William J. Perry
II-5
INDEX TO EXHIBITS
                                                          -----------------
Exhibit                                                                                                       Sequentially
Number                                     Document                                                           Numbered Page
======                                     ========                                                           =============
4.1       Amended and Restated Articles of Incorporation of the Registrant                                     -
              (incorporated   by  reference  to  Exhibit  3.1  and  3.2  to  the
              Registrant's  Registration  Statement on Form S-1 (Commission File
              No.  33-80719)  which  became  effective on February 15, 1996 (the
              "Registration Statement on Form S-1")).

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

    5.1       Opinion of Morrison & Foerster LLP.                                                                  7

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

   23.2       Consent of Price Waterhouse LLP (see page II-4).                                                     3

   24.1       Power of Attorney (see page II-5).                                                                   4
II-6