As filed with the Securities and Exchange Commission on June 24, 1996

                                                      Registration No. 033-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                          SECURE COMPUTING CORPORATION
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                      52-1637226
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)

           2675 LONG LAKE ROAD                                  55113
          ROSEVILLE, MINNESOTA                                (Zip Code)
(Address of principal executive offices)


                          SECURE COMPUTING CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               Timothy P. McGurran
                          Secure Computing Corporation
                               2675 Long Lake Road
                           Roseville, Minnesota 55113
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (612) 628-2700
                             ----------------------


                         CALCULATION OF REGISTRATION FEE

                                                    Proposed
                                     Proposed       maximum
       Title of         Amount        maximum       aggregate     Amount of
     securities to       to be     offering price   offering     registration
     be registered    registered   per share (1)    price (1)        fee
     -------------    ----------   -------------    ---------    ------------
     Common Stock,      150,000
    $.01 par value       shares        $8.75       $3,893,750      $1,342.67


(1)      Estimated solely for the purpose of the registration fee pursuant to
         Rule 457(h)(1) based on the average of the high and low sales prices
         per share of the Registrant's Common Stock on June 20, 1996, as
         reported on the Nasdaq National Market.





                          SECURE COMPUTING CORPORATION

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, previously filed (File No. 0-27074) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:

                  (1) The latest Annual Report on Form 10-K of Secure Computing
         Corporation (the "Company") for the fiscal year ended December 31, 1995
         filed pursuant to Section 13 of the Exchange Act.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         Annual Report referred to in (1) above.

                  (3) The description of the Company's Common Stock which is
         contained in the Registration Statement on Form 8-A (File No. 0-27074),
         as amended, filed under the Exchange Act and all amendments and reports
         filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.

         Any statement contained in a document incorporated, 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 incorporated herein by reference or in any other
subsequently filed document that also is or 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 Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law and Article V of the By-Laws of
the Company provide for broad indemnification of directors and officers of the
Company.

         The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

       Exhibit                          Description

         3.1      Restated Certificate of Incorporation of the Company.*

         3.2      Amended and Restated By-Laws of the Company.*

         3.3      Secure Computing Corporation Employee Stock Purchase Plan.

         5        Opinion of Faegre & Benson LLP as to the legality of the
                  shares being registered.

         23.1     Consent of Faegre & Benson LLP is contained in its opinion
                  filed as Exhibit 5 to this Registration Statement.

         23.2     Consent of Ernst & Young LLP

         24       Powers of Attorney authorizing Kermit M. Beseke to sign this
                  Registration Statement on behalf of the directors and certain
                  officers of the Company.

*        Incorporated by reference to the like numbered Exhibit to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1995
         (File No. 0-27074).

ITEM 9.  UNDERTAKINGS.

         A.       The 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 the 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 twenty percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement; and

                           (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 Company pursuant to Section 13 or Section 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 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 Company hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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 its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseville,
State of Minnesota, on June 18, 1996.

                                      SECURE COMPUTING CORPORATION


                                      By  /s/ Kermit M. Beseke
                                          Kermit M. Beseke
                                          President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 1996.

Signature                                                     Title



/s/ Kermit M. Beseke            President, Chief Executive Officer
Kermit M. Beseke                and Director
                                (Principal Executive Officer)

/s/ Timothy P. McGurran         Vice President, Chief Financial Officer
Timothy P. McGurran             and Treasurer
                                (Principal Financial and Accounting Officer)

/s/ Stephen M. Puricelli*       Director
Stephen M. Puricelli


/s/ Dennis J. Shaughnessy*      Director
Dennis J. Shaughnessy


/s/ Timothy H. Hanson*          Director
Timothy H. Hanson

*        Pursuant to Power of Attorney dated May 1, 1996.




                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                                     Method
Exhibit                          Description                                                       of Filing

<S>          <C>                                                                               <C>
                                                                                               Incorporated by
3.1          Restated Certificate of Incorporation of the Company..............................Reference*

                                                                                               Incorporated by
3.2          Amended and Restated By-Laws of the Company.......................................Reference*

                                                                                               Electronic
3.3          Secure Computing Corporation Employee Stock Purchase Plan.........................Transmission

5            Opinion of Faegre & Benson LLP                                                    Electronic
             as to the legality of the shares being registered.................................Transmission

23.1         Consent of Faegre & Benson LLP
             is contained in its opinion filed as Exhibit 5 to this Registration Statement

                                                                                               Electronic
23.2         Consent of Ernst & Young LLP......................................................Transmission

24           Powers of Attorney authorizing Kermit M. Beseke
             to sign this Registration Statement on behalf of                                  Electronic
             the directors and certain officers of the Company.................................Transmission

</TABLE>


*        Incorporated by reference to the like numbered Exhibit to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1995
         (File No. 0-27074).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14876}]
{"company-data": {"conformed-name": "SECURE COMPUTING CORP", "cik": "0001001916", "assigned-sic": "7371", "irs-number": "521637226", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06563", "film-number": "96584051"}, "business-address": {"street1": "2675 LONG LAKE RD", "city": "ROSEVILLE", "state": "MN", "zip": "55113", "phone": "6126282700"}, "mail-address": {"street1": "2675 LONG LAKE RD", "city": "ROSEVILLE", "state": "MN", "zip": "55113"}}
As filed with the Securities and Exchange Commission on June 24, 1996

                                                      Registration No. 033-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                          SECURE COMPUTING CORPORATION
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                      52-1637226
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)

           2675 LONG LAKE ROAD                                  55113
          ROSEVILLE, MINNESOTA                                (Zip Code)
(Address of principal executive offices)

                          SECURE COMPUTING CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               Timothy P. McGurran
                          Secure Computing Corporation
                               2675 Long Lake Road
                           Roseville, Minnesota 55113
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (612) 628-2700
                             ----------------------

                         CALCULATION OF REGISTRATION FEE

                                                    Proposed
                                     Proposed       maximum
       Title of         Amount        maximum       aggregate     Amount of
     securities to       to be     offering price   offering     registration
     be registered    registered   per share (1)    price (1)        fee
     -------------    ----------   -------------    ---------    ------------
     Common Stock,      150,000
    $.01 par value       shares        $8.75       $3,893,750      $1,342.67

(1)      Estimated solely for the purpose of the registration fee pursuant to
         Rule 457(h)(1) based on the average of the high and low sales prices
         per share of the Registrant's Common Stock on June 20, 1996, as
         reported on the Nasdaq National Market.

                          SECURE COMPUTING CORPORATION

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, previously filed (File No. 0-27074) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:

                  (1) The latest Annual Report on Form 10-K of Secure Computing
         Corporation (the "Company") for the fiscal year ended December 31, 1995
         filed pursuant to Section 13 of the Exchange Act.

                  (2) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the fiscal year covered by the
         Annual Report referred to in (1) above.

                  (3) The description of the Company's Common Stock which is
         contained in the Registration Statement on Form 8-A (File No. 0-27074),
         as amended, filed under the Exchange Act and all amendments and reports
         filed for the purpose of updating such description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.

         Any statement contained in a document incorporated, 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 incorporated herein by reference or in any other
subsequently filed document that also is or 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 Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware General Corporation Law and Article V of the By-Laws of
the Company provide for broad indemnification of directors and officers of the
Company.

         The Company also maintains a director and officer insurance policy
which insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

       Exhibit                          Description

         3.1      Restated Certificate of Incorporation of the Company.*

         3.2      Amended and Restated By-Laws of the Company.*

         3.3      Secure Computing Corporation Employee Stock Purchase Plan.

         5        Opinion of Faegre & Benson LLP as to the legality of the
                  shares being registered.

         23.1     Consent of Faegre & Benson LLP is contained in its opinion
                  filed as Exhibit 5 to this Registration Statement.

         23.2     Consent of Ernst & Young LLP

         24       Powers of Attorney authorizing Kermit M. Beseke to sign this
                  Registration Statement on behalf of the directors and certain
                  officers of the Company.

*        Incorporated by reference to the like numbered Exhibit to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1995
         (File No. 0-27074).

ITEM 9.  UNDERTAKINGS.

         A.       The 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 the 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 twenty percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement; and

                           (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 Company pursuant to Section 13 or Section 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 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 Company hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 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 its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseville,
State of Minnesota, on June 18, 1996.

                                      SECURE COMPUTING CORPORATION

                                      By  /s/ Kermit M. Beseke
                                          Kermit M. Beseke
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 1996.

Signature                                                     Title

/s/ Kermit M. Beseke            President, Chief Executive Officer
Kermit M. Beseke                and Director
                                (Principal Executive Officer)

/s/ Timothy P. McGurran         Vice President, Chief Financial Officer
Timothy P. McGurran             and Treasurer
                                (Principal Financial and Accounting Officer)

/s/ Stephen M. Puricelli*       Director
Stephen M. Puricelli

/s/ Dennis J. Shaughnessy*      Director
Dennis J. Shaughnessy

/s/ Timothy H. Hanson*          Director
Timothy H. Hanson

*        Pursuant to Power of Attorney dated May 1, 1996.

                                INDEX TO EXHIBITS
Method
Exhibit                          Description                                                       of Filing
Incorporated by
3.1          Restated Certificate of Incorporation of the Company..............................Reference*

                                                                                               Incorporated by
3.2          Amended and Restated By-Laws of the Company.......................................Reference*

                                                                                               Electronic
3.3          Secure Computing Corporation Employee Stock Purchase Plan.........................Transmission

5            Opinion of Faegre & Benson LLP                                                    Electronic
             as to the legality of the shares being registered.................................Transmission

23.1         Consent of Faegre & Benson LLP
             is contained in its opinion filed as Exhibit 5 to this Registration Statement

                                                                                               Electronic
23.2         Consent of Ernst & Young LLP......................................................Transmission

24           Powers of Attorney authorizing Kermit M. Beseke
             to sign this Registration Statement on behalf of                                  Electronic
             the directors and certain officers of the Company.................................Transmission
*        Incorporated by reference to the like numbered Exhibit to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1995
         (File No. 0-27074).