As filed with the Securities and Exchange Commission on May 18, 1998
                                               Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                              THE SECURITIES ACT OF
                                      1933

                                V-ONE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                52-1953278
      -------------------------------                  ------------------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)

                             20250 Century Boulevard
                                    Suite 300
                           Germantown, Maryland 20874
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                   V-ONE Corporation 1998 Incentive Stock Plan
             Warrant to Subscribe for 300,000 Shares of Common Stock
             -------------------------------------------------------
                              (Full title of plan)

                               Charles B. Griffis
                                V-ONE Corporation
                       20250 Century Boulevard, Suite 300
                           Germantown, Maryland 20874
                     ---------------------------------------
                     (Name and address of agent for service)
                                 (301) 515-5200
                     ---------------------------------------
                     (Telephone number of agent for service)
                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                        1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

==========================================================================================
                                                  Proposed     Proposed                     
                                                  maximum      maximum         
                                                  offering     aggregate      Amount of           
Title of securities          Amount to            price per    offering       registration      
to be registered             be registered        share        price          fee               
                                                                                 
-------------------------------------------------------------------------------------------
<S>                          <C>                  <C>          <C>            <C>      

Common stock, par            2,500,000 shares     $3.438(2)    $8,595,000(2)  $2,535.53
value $.001 per share(1)

Common stock, par              300,000 shares     $3.125(4)    $  937,500     $  276.56
value $.001 per share (3)
-------------------------------------------------------------------------------------------
Total                        2,800,000 shares                                 $2,812.09
===========================================================================================
</TABLE>

_____________________________

(1)   Represents  2,500,000 shares of V-ONE Corporation  Common Stock, $.001 par
      value  per  share  ("Common  Stock"),  issuable  pursuant  to awards to be
      granted under the 1998 Incentive Stock Plan ("1998 Plan").

(2)   Inserted  solely  for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the average
      of the  high  and low  sales  prices  for the  Registrant's  Common  Stock
      reported on the Nasdaq National Market on May 11, 1998.

(3)   Represents  300,000  shares of Common  Stock  issuable  on  exercise  of a
      warrant granted to David D. Dawson ("Warrant").  The exercise price of the
      Warrant is $3.125 per share.

(4)   As the  subscription  price of the shares  granted  under the  Warrant has
      already  been  determined,  the maximum  offering  price per share and the
      maximum aggregate  offering price are calculated based on the subscription
      price of the shares in accordance with Rule 457(h).


                                      - 2 -

<PAGE>


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          
      The following  documents  filed by V-ONE  Corporation  (the "Company") are
incorporated by reference into this Registration Statement:

      (a)   The Company's Form 10-K for the fiscal year ended December 31, 1997;

      (b)   All other reports filed by the Company  pursuant to Section 13(a) or
            15(d) of the Securities  Exchange Act of 1934, as amended ("Exchange
            Act"), since December 31, 1997; and

      (c)   The  description  of the  Company's  Common  Stock  contained in the
            Registration Statement on Form 8-A (Registration No. 0-21511).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 1998 Plan or the Warrant that meets the
requirements  of  Section  10(a)  of the  Securities  Act of  1933,  as  amended
("Securities Act").

ITEM 4.   DESCRIPTION OF SECURITIES.
          
      Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          
      None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article  Ninth  of the  Company's  Amended  and  Restated  Certificate  of
Incorporation  provides that the Company shall indemnify,  to the fullest extent
now or hereafter  permitted by law, each  director,  officer,  employee or agent
(including each former director,  officer, employee or agent) of the Company who
was or is made party to or a witness in or is  threatened  to be made a party to
or a witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact

                                      -3-

<PAGE>



that he is or was an  authorized  representative  of the  Company,  against  all
expenses  (including  attorneys'  fees  and  disbursements),   judgments,  fines
(including  excise taxes and penalties) and amounts paid in settlement  actually
and  reasonably  incurred  by  him in  connection  with  such  action,  suit  or
proceeding.

      Article VI,  Section 6.1 of the  Company's  Amended  and  Restated  Bylaws
provides that each person who was or is made a party to or is otherwise involved
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative  by  reason of the fact  that  such  person is or was a  director,
officer,  agent  or  employee  of the  Company,  shall be  indemnified  and held
harmless  by the  Company  to  the  fullest  extent  authorized  by the  General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, against any expenses (including attorneys fees), judgements,  fines and
amounts paid in settlement,  actually and reasonably  incurred by such person in
connection  therewith.  Notwithstanding  the  foregoing,  no  director  shall be
indemnified  or held  harmless in violation of the  provisions  of the Company's
Amended and Restated  Certificate of  Incorporation;  and no director,  officer,
agent or employee shall be indemnified or held harmless by the Company unless:

      (i)   In the  case of  conduct  in  his/her  official  capacity  with  the
Company,  he/she acted in good faith and in a manner he/she reasonably  believed
to be in the best interests of the Company;

      (ii)  In all other cases,  his/her conduct was at least not opposed to the
best  interests  of the Company or in  violation  of the  Amended  and  Restated
Certificate  of  Incorporation,  Bylaws  or any  agreement  entered  into by the
Company; and

      (iii) In the case of any  criminal  proceeding,  he/she had no  reasonable
cause to believe that his/her conduct was unlawful.

      Section  145 of the  Delaware  General  Corporation  Law  provides  that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, in any criminal proceeding, if such person had
no reasonable  cause to believe his conduct was unlawful;  provided that, in the
case  of  actions   brought  by  or  in  the  right  of  the   corporation,   no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          
      Not applicable.

ITEM 8.   EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

                                      -4-

<PAGE>



      EXHIBIT NO.                   EXHIBIT
      -----------                   -------

            5.1   Opinion of  Kirkpatrick  & Lockhart  LLP as to the legality of
                  the securities being registered

            23.1  Consent of Coopers & Lybrand L.L.P.

            23.2  The consent of  Kirkpatrick & Lockhart LLP to the use of their
                  opinion  as an  exhibit  to  this  Registration  Statement  is
                  included in their opinion filed herewith as Exhibit 5.1

            24    Power of Attorney (see page 7)

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:

                  (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 (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed by the  registrant
      pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of
      1934 that are incorporated by reference in the Registration Statement.

                                      -5-

<PAGE>



            (2)  That, for  purposes  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.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b)   The undersigned registrant hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant'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 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.

      (h)   Insofar  as indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.












                                      -6-

<PAGE>


                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Germantown,  State of Maryland,  on this 14th day of
May, 1998.

                              V-ONE CORPORATION



                        By:   /s/ David D. Dawson
                              -------------------------------------
                              David D. Dawson
                              President and
                              Chief Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  James F. Chen,  Charles B. Griffis or
David D. Dawson his attorney-in-fact, with power of substitution, for him in any
and all  capacities,  to sign any amendments to this  Registration  Statement on
Form S-8,  and to file same,  with  exhibits  thereto,  and other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and  confirming all that said  attorney-in-fact,  or his substitute or
substitutes, may 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 dates indicated.

Signature                     Title                               Date
---------                     -----                               ----


/s/ James F. Chen             Director and Chairman of the        May 14, 1998
---------------------------   Board
James F. Chen                       


/s/ David D. Dawson           President, Chief Executive          May 14, 1998
---------------------------   Officer and Director         
David D. Dawson               (Principal Executive Officer)
                                                           
/s/ Charles B. Griffis        Senior Vice President, Chief        May 14, 1998
---------------------------   Financial Officer and        
Charles B. Giffis             Treasurer                    
                              (Principal Financial Officer)


                                      -7-

<PAGE>


Signature                     Title                               Date
---------                     -----                               ----

/s/ Mark R. Fields            Controller                          May 14, 1998
---------------------------   (Principal Accounting Officer)
Mark R. Fields                


/s/ Charles C. Chen           Director                            May 14, 1998
---------------------------
Charles C. Chen


/s/ Harry S. Gruner           Director                            May 14, 1998
---------------------------
Harry S. Gruner


/s/ William E. Odom           Director                            May 14, 1998
---------------------------
William E. Odom


















                                      -8-

<PAGE>



EXHIBIT INDEX

      The  following  exhibits are filed  herewith as part of this  Registration
Statement:

Exhibit No.          Description
-----------          ------------

5.1                  Opinion of Kirkpatrick & Lockhart LLP as to the legality of
                     the securities being registered

23.1                 Consent of Coopers & Lybrand L.L.P.

23.2                 The  consent of  Kirkpatrick  & Lockhart  LLP to the use of
                     their opinion as an exhibit to this Registration  Statement
                     is included in their opinion filed  herewith as Exhibit 5.1

24                   Power of Attorney (see page 7)































                                      -9-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20114}]
{"company-data": {"conformed-name": "V ONE CORP/ DE", "cik": "0001008946", "assigned-sic": "5045", "irs-number": "521953278", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52909", "film-number": "98626877"}, "business-address": {"street1": "20250 CENTURY BOULEVARD", "street2": "SUITE 300", "city": "GERMANTOWN", "state": "MD", "zip": "20874", "phone": "3015155200"}, "mail-address": {"street1": "20250 CENTURY BOULEVARD", "street2": "SUITE 300", "city": "GERMANTOWN", "state": "MD", "zip": "20874"}, "former-company": {"former-conformed-name": "VIRTUAL OPEN NETWORK ENVIRONMENT CORP/", "date-changed": "19970122"}}
As filed with the Securities and Exchange Commission on May 18, 1998
                                               Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                              THE SECURITIES ACT OF
                                      1933

                                V-ONE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                                52-1953278
      -------------------------------                  ------------------
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)

                             20250 Century Boulevard
                                    Suite 300
                           Germantown, Maryland 20874
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                   V-ONE Corporation 1998 Incentive Stock Plan
             Warrant to Subscribe for 300,000 Shares of Common Stock
             -------------------------------------------------------
                              (Full title of plan)

                               Charles B. Griffis
                                V-ONE Corporation
                       20250 Century Boulevard, Suite 300
                           Germantown, Maryland 20874
                     ---------------------------------------
                     (Name and address of agent for service)
                                 (301) 515-5200
                     ---------------------------------------
                     (Telephone number of agent for service)
                                    Copy to:
                               Cary J. Meer, Esq.
                           Kirkpatrick & Lockhart LLP
                        1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
                         -------------------------------

==========================================================================================
                                                  Proposed     Proposed                     
                                                  maximum      maximum         
                                                  offering     aggregate      Amount of           
Title of securities          Amount to            price per    offering       registration      
to be registered             be registered        share        price          fee               
                                                                                 
-------------------------------------------------------------------------------------------
Common stock, par            2,500,000 shares     $3.438(2)    $8,595,000(2)  $2,535.53
value $.001 per share(1)

Common stock, par              300,000 shares     $3.125(4)    $  937,500     $  276.56
value $.001 per share (3)
-------------------------------------------------------------------------------------------
Total                        2,800,000 shares                                 $2,812.09
===========================================================================================
_____________________________

(1)   Represents  2,500,000 shares of V-ONE Corporation  Common Stock, $.001 par
      value  per  share  ("Common  Stock"),  issuable  pursuant  to awards to be
      granted under the 1998 Incentive Stock Plan ("1998 Plan").

(2)   Inserted  solely  for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the average
      of the  high  and low  sales  prices  for the  Registrant's  Common  Stock
      reported on the Nasdaq National Market on May 11, 1998.

(3)   Represents  300,000  shares of Common  Stock  issuable  on  exercise  of a
      warrant granted to David D. Dawson ("Warrant").  The exercise price of the
      Warrant is $3.125 per share.

(4)   As the  subscription  price of the shares  granted  under the  Warrant has
      already  been  determined,  the maximum  offering  price per share and the
      maximum aggregate  offering price are calculated based on the subscription
      price of the shares in accordance with Rule 457(h).

                                      - 2 -
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          
      The following  documents  filed by V-ONE  Corporation  (the "Company") are
incorporated by reference into this Registration Statement:

      (a)   The Company's Form 10-K for the fiscal year ended December 31, 1997;

      (b)   All other reports filed by the Company  pursuant to Section 13(a) or
            15(d) of the Securities  Exchange Act of 1934, as amended ("Exchange
            Act"), since December 31, 1997; and

      (c)   The  description  of the  Company's  Common  Stock  contained in the
            Registration Statement on Form 8-A (Registration No. 0-21511).

      All documents  subsequently  filed by the Company with the  Securities and
Exchange  Commission ("SEC") pursuant to Sections 12, 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Registration Statement,  but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or that  deregisters all such securities  then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such  document  with the SEC  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  relating to the 1998 Plan or the Warrant that meets the
requirements  of  Section  10(a)  of the  Securities  Act of  1933,  as  amended
("Securities Act").

ITEM 4.   DESCRIPTION OF SECURITIES.
          
      Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          
      None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article  Ninth  of the  Company's  Amended  and  Restated  Certificate  of
Incorporation  provides that the Company shall indemnify,  to the fullest extent
now or hereafter  permitted by law, each  director,  officer,  employee or agent
(including each former director,  officer, employee or agent) of the Company who
was or is made party to or a witness in or is  threatened  to be made a party to
or a witness in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact

                                      -3-
that he is or was an  authorized  representative  of the  Company,  against  all
expenses  (including  attorneys'  fees  and  disbursements),   judgments,  fines
(including  excise taxes and penalties) and amounts paid in settlement  actually
and  reasonably  incurred  by  him in  connection  with  such  action,  suit  or
proceeding.

      Article VI,  Section 6.1 of the  Company's  Amended  and  Restated  Bylaws
provides that each person who was or is made a party to or is otherwise involved
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative  by  reason of the fact  that  such  person is or was a  director,
officer,  agent  or  employee  of the  Company,  shall be  indemnified  and held
harmless  by the  Company  to  the  fullest  extent  authorized  by the  General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, against any expenses (including attorneys fees), judgements,  fines and
amounts paid in settlement,  actually and reasonably  incurred by such person in
connection  therewith.  Notwithstanding  the  foregoing,  no  director  shall be
indemnified  or held  harmless in violation of the  provisions  of the Company's
Amended and Restated  Certificate of  Incorporation;  and no director,  officer,
agent or employee shall be indemnified or held harmless by the Company unless:

      (i)   In the  case of  conduct  in  his/her  official  capacity  with  the
Company,  he/she acted in good faith and in a manner he/she reasonably  believed
to be in the best interests of the Company;

      (ii)  In all other cases,  his/her conduct was at least not opposed to the
best  interests  of the Company or in  violation  of the  Amended  and  Restated
Certificate  of  Incorporation,  Bylaws  or any  agreement  entered  into by the
Company; and

      (iii) In the case of any  criminal  proceeding,  he/she had no  reasonable
cause to believe that his/her conduct was unlawful.

      Section  145 of the  Delaware  General  Corporation  Law  provides  that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, in any criminal proceeding, if such person had
no reasonable  cause to believe his conduct was unlawful;  provided that, in the
case  of  actions   brought  by  or  in  the  right  of  the   corporation,   no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          
      Not applicable.

ITEM 8.   EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

                                      -4-
EXHIBIT NO.                   EXHIBIT
      -----------                   -------

            5.1   Opinion of  Kirkpatrick  & Lockhart  LLP as to the legality of
                  the securities being registered

            23.1  Consent of Coopers & Lybrand L.L.P.

            23.2  The consent of  Kirkpatrick & Lockhart LLP to the use of their
                  opinion  as an  exhibit  to  this  Registration  Statement  is
                  included in their opinion filed herewith as Exhibit 5.1

            24    Power of Attorney (see page 7)

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:

                  (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 (a)(1)(i) and (a)(1)(ii) do not apply
      if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and  the
      information required to be included in a post-effective amendment by those
      paragraphs  is  contained  in  periodic  reports  filed by the  registrant
      pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of
      1934 that are incorporated by reference in the Registration Statement.

                                      -5-
(2)  That, for  purposes  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.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (b)   The undersigned registrant hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant'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 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.

      (h)   Insofar  as indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Germantown,  State of Maryland,  on this 14th day of
May, 1998.

                              V-ONE CORPORATION

                        By:   /s/ David D. Dawson
                              -------------------------------------
                              David D. Dawson
                              President and
                              Chief Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints  James F. Chen,  Charles B. Griffis or
David D. Dawson his attorney-in-fact, with power of substitution, for him in any
and all  capacities,  to sign any amendments to this  Registration  Statement on
Form S-8,  and to file same,  with  exhibits  thereto,  and other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and  confirming all that said  attorney-in-fact,  or his substitute or
substitutes, may 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 dates indicated.

Signature                     Title                               Date
---------                     -----                               ----

/s/ James F. Chen             Director and Chairman of the        May 14, 1998
---------------------------   Board
James F. Chen                       

/s/ David D. Dawson           President, Chief Executive          May 14, 1998
---------------------------   Officer and Director         
David D. Dawson               (Principal Executive Officer)
                                                           
/s/ Charles B. Griffis        Senior Vice President, Chief        May 14, 1998
---------------------------   Financial Officer and        
Charles B. Giffis             Treasurer                    
                              (Principal Financial Officer)

                                      -7-
Signature                     Title                               Date
---------                     -----                               ----

/s/ Mark R. Fields            Controller                          May 14, 1998
---------------------------   (Principal Accounting Officer)
Mark R. Fields                

/s/ Charles C. Chen           Director                            May 14, 1998
---------------------------
Charles C. Chen

/s/ Harry S. Gruner           Director                            May 14, 1998
---------------------------
Harry S. Gruner

/s/ William E. Odom           Director                            May 14, 1998
---------------------------
William E. Odom

                                      -8-
EXHIBIT INDEX

      The  following  exhibits are filed  herewith as part of this  Registration
Statement:

Exhibit No.          Description
-----------          ------------

5.1                  Opinion of Kirkpatrick & Lockhart LLP as to the legality of
                     the securities being registered

23.1                 Consent of Coopers & Lybrand L.L.P.

23.2                 The  consent of  Kirkpatrick  & Lockhart  LLP to the use of
                     their opinion as an exhibit to this Registration  Statement
                     is included in their opinion filed  herewith as Exhibit 5.1

24                   Power of Attorney (see page 7)

                                      -9-