As filed with the Securities and Exchange Commission on June 9, 2000
                                                      Registration No. _________

                       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
                            -------------------------
                              (Full title of plan)

                               Margaret E. Grayson
                          Senior Vice President and CFO
                          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:
                            Richard A. Gashler, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036


<PAGE>

<TABLE>
<CAPTION>

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

=======================================================================================================
                                                  Proposed         Proposed
                                                  maximum          maximum aggregate   Amount of
Title of securities        Amount to              offering price   offering price      registration
to be registered           be registered          per share                            fee

-------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>              <C>                 <C>

Common stock, $0.001 par   2,500,000 shares       $3.75 (1)        $9,375,000 (1)       $2,475
value per share
-------------------------------------------------------------------------------------------------------
--------------------
</TABLE>

(1)      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 SmallCap market on June 6, 2000.



                                      -2-

<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

                  V-ONE Corporation's earlier Registration Statement on Form S-8
("Original  Registration  Statement"),  filed with the  Securities  and Exchange
Commission  on May 18,  1998  (File  No.  333-52909),  pertaining  to the  V-ONE
Corporation  Incentive  Stock Plan is  incorporated  herein by  reference.  This
incorporation  is made  pursuant to General  Instruction E of Form S-8 regarding
the registration of additional  securities of the same class as other securities
for which there has been filed a Registration  Statement on Form S-8 relating to
the same plan.

                                      -3-

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.           EXHIBITS.

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

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

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

                 23.1     Consent of Ernst & Young LLP, independent auditors

                 23.2     Consent of PricewaterhouseCoopers LLP

                 23.3     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 5)


                                      -4-
<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 8th day of
June, 2000.

                                            V-ONE CORPORATION



                                    By:     /s/ Margaret E. Grayson
                                            -----------------------
                                            Margaret E. Grayson
                                            Senior Vice President and
                                            Chief Financial Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints David D. Dawson and Margaret E. Grayson,
and each of them, his or her attorney-in-fact,  with power of substitution,  for
him or  her  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 or her  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/ David D. Dawson        Chairman of the Board,              June 8, 2000
-----------------------    President and Chief  Executive
David D. Dawson            Officer  (Principal Executive
                           Officer)

/s/ Margaret E. Grayson    Senior Vice President, Chief        June 8, 2000
-----------------------    Financial Officer and Directo
Margaret E. Grayson        (Principal Financial Officer)


/s/ John Nesline           Controller                          June 8, 2000
-----------------------    (Principal Accounting Officer)
John Nesline

/s/ Heidi Heiden           Director                            June 8, 2000
---------------------
Heidi Heiden


                                      -5-
<PAGE>


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

A.L. Giannopoulos          Director                            June 8, 2000
---------------------
A.L. Giannopoulos

/s/ William E. Odom        Director                            June 8, 2000
---------------------
William E. Odom

/s/ Michael Mufson         Director                            June 8, 2000
---------------------
Michael Mufson


                                      -6-
<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  Ernst  &  Young  LLP,   independent
                                auditors

23.2                            Consent of PricewaterhouseCoopers LLP

23.3                            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 5)



                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 9455}]
{"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": "333-38918", "film-number": "652135"}, "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 June 9, 2000
                                                      Registration No. _________

                       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
                            -------------------------
                              (Full title of plan)

                               Margaret E. Grayson
                          Senior Vice President and CFO
                          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:
                            Richard A. Gashler, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
                         -------------------------------

=======================================================================================================
                                                  Proposed         Proposed
                                                  maximum          maximum aggregate   Amount of
Title of securities        Amount to              offering price   offering price      registration
to be registered           be registered          per share                            fee

-------------------------------------------------------------------------------------------------------
Common stock, $0.001 par   2,500,000 shares       $3.75 (1)        $9,375,000 (1)       $2,475
value per share
-------------------------------------------------------------------------------------------------------
--------------------
(1)      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 SmallCap market on June 6, 2000.

                                      -2-
DOCUMENTS INCORPORATED BY REFERENCE

                  V-ONE Corporation's earlier Registration Statement on Form S-8
("Original  Registration  Statement"),  filed with the  Securities  and Exchange
Commission  on May 18,  1998  (File  No.  333-52909),  pertaining  to the  V-ONE
Corporation  Incentive  Stock Plan is  incorporated  herein by  reference.  This
incorporation  is made  pursuant to General  Instruction E of Form S-8 regarding
the registration of additional  securities of the same class as other securities
for which there has been filed a Registration  Statement on Form S-8 relating to
the same plan.

                                      -3-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.           EXHIBITS.

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

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

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

                 23.1     Consent of Ernst & Young LLP, independent auditors

                 23.2     Consent of PricewaterhouseCoopers LLP

                 23.3     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 5)

                                      -4-
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 8th day of
June, 2000.

                                            V-ONE CORPORATION

                                    By:     /s/ Margaret E. Grayson
                                            -----------------------
                                            Margaret E. Grayson
                                            Senior Vice President and
                                            Chief Financial Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints David D. Dawson and Margaret E. Grayson,
and each of them, his or her attorney-in-fact,  with power of substitution,  for
him or  her  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 or her  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/ David D. Dawson        Chairman of the Board,              June 8, 2000
-----------------------    President and Chief  Executive
David D. Dawson            Officer  (Principal Executive
                           Officer)

/s/ Margaret E. Grayson    Senior Vice President, Chief        June 8, 2000
-----------------------    Financial Officer and Directo
Margaret E. Grayson        (Principal Financial Officer)

/s/ John Nesline           Controller                          June 8, 2000
-----------------------    (Principal Accounting Officer)
John Nesline

/s/ Heidi Heiden           Director                            June 8, 2000
---------------------
Heidi Heiden

                                      -5-
Signature                  Title                               Date
---------                  -----                               -----

A.L. Giannopoulos          Director                            June 8, 2000
---------------------
A.L. Giannopoulos

/s/ William E. Odom        Director                            June 8, 2000
---------------------
William E. Odom

/s/ Michael Mufson         Director                            June 8, 2000
---------------------
Michael Mufson

                                      -6-
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  Ernst  &  Young  LLP,   independent
                                auditors

23.2                            Consent of PricewaterhouseCoopers LLP

23.3                            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 5)

                                      -7-