As filed with the Securities and Exchange Commission on May 21, 2001

                                               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 2001 Employee Stock Purchase Plan
               ---------------------------------------------------
                              (Full title of plan)

                                 John F. Nesline
                                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:
                             Alan J. Berkeley, Esq.
                             Alissa J. Altongy, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036


<PAGE>


                         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(1) $1.585(2)  $3,962,500(2) $990.63
value $.001 per share
("Common Stock")

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

(1)   This  Registration  Statement  also  registers additional securities to be
      offered  or  issued  upon   adjustments  or  changes  made  to  registered
      securities  by  reason  of  stock  splits,  stock  dividends,  or  similar
      transactions  as  permitted  by Rule  416(a)  and Rule  416(b)  under  the
      Securities  Act of 1933,  as  amended  ("Securities  Act").  In  addition,
      pursuant  to Rule  416(c)  under the  Securities  Act,  this  Registration
      Statement  covers an  indeterminate  number of  interests to be offered or
      sold pursuant to the V-ONE  Corporation  2001 Employee Stock Purchase Plan
      ("2001 Plan").

(2)   Estimated  solely for  the  purpose  of  calculating the  registration fee
      pursuant to Rule 457(h) under the Securities Act. 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 May
      15, 2001.













                                     - 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  ("Company")  are
incorporated by reference into this Registration Statement:

      (a)   The Company's Form 10-K for the fiscal year ended December 31, 2000;

      (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, 2000; 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 2001 Plan that meets the requirements of
Section 10(a) of the 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
that he or she is or was an authorized  representative  of the Company,  against


                                     - 3 -
<PAGE>


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 or her 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), judgments,  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:

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

      (b) In all other cases, his or 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,  Amended and  Restated  Bylaws or any  agreement
entered into by the Company; and

      (c) In the case of any criminal  proceeding,  he or she had no  reasonable
cause to believe that his or 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 or she 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 or she  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 or her 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted pursuant to the foregoing provisions,  the Company has been
informed that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.


                                     - 4 -
<PAGE>


ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.         EXHIBITS.

      The following 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

       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 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;

                    (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 SEC pursuant to Rule 424(b) under the
                Securities Act 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;


                                     - 5 -
<PAGE>


                    (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  Exchange  Act that are
      incorporated by reference in the Registration Statement.

                (2) That,  for purposes of determining  any liability  under the
      Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 SEC such  indemnification
is against public policy as expressed in the  Securities 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  Securities  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 10th day of
May, 2001.

                                V-ONE CORPORATION



                          By:   /s/ John F. Nesline
                                ------------------------
                                John F. Nesline,
                                Chief Financial Officer


      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints William E. Odom,  Margaret E. Grayson or
John F. Nesline 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/ Margaret E. Grayson        President, Chief Executive    May 10, 2001
-----------------------        Officer, and Director
Margaret E. Grayson

/s/ John F. Nesline            Chief Financial Officer       May 10, 2001
-------------------
John F. Nesline

/s/ Molly G. Bayley            Director                      May 10, 2001
-------------------
Molly G. Bayley

/s/ Heidi B. Heiden            Director                      May 10, 2001
-------------------
Heidi B. Heiden

/s/ James F. McManus           Director                      May 10, 2001
--------------------
James F. McManus



                                     - 7 -
<PAGE>


          SIGNATURE                     TITLE                    DATE


/s/ Michael J. Mufson          Director                      May 14, 2001
---------------------
Michael J. Mufson

/s/ Michael O'Dell             Director                      May 10, 2001
---------------------
Michael O'Dell

/s/ William E. Odom            Director                      May 10, 2001
---------------------
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 Ernst & Young LLP

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 7)










                                     - 9 -
[{"type": "S-8", "sequence": "1", "filename": "a442022.txt", "secsgml_size_bytes": 19355}]
{"company-data": {"conformed-name": "V ONE CORP/ DE", "cik": "0001008946", "assigned-sic": "7372", "irs-number": "521953278", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61330", "film-number": "1644672"}, "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 21, 2001

                                               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 2001 Employee Stock Purchase Plan
               ---------------------------------------------------
                              (Full title of plan)

                                 John F. Nesline
                                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:
                             Alan J. Berkeley, Esq.
                             Alissa J. Altongy, 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(1) $1.585(2)  $3,962,500(2) $990.63
value $.001 per share
("Common Stock")

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

(1)   This  Registration  Statement  also  registers additional securities to be
      offered  or  issued  upon   adjustments  or  changes  made  to  registered
      securities  by  reason  of  stock  splits,  stock  dividends,  or  similar
      transactions  as  permitted  by Rule  416(a)  and Rule  416(b)  under  the
      Securities  Act of 1933,  as  amended  ("Securities  Act").  In  addition,
      pursuant  to Rule  416(c)  under the  Securities  Act,  this  Registration
      Statement  covers an  indeterminate  number of  interests to be offered or
      sold pursuant to the V-ONE  Corporation  2001 Employee Stock Purchase Plan
      ("2001 Plan").

(2)   Estimated  solely for  the  purpose  of  calculating the  registration fee
      pursuant to Rule 457(h) under the Securities Act. 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 May
      15, 2001.

                                     - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents  filed  by  V-ONE  Corporation  ("Company")  are
incorporated by reference into this Registration Statement:

      (a)   The Company's Form 10-K for the fiscal year ended December 31, 2000;

      (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, 2000; 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 2001 Plan that meets the requirements of
Section 10(a) of the 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
that he or she is or was an authorized  representative  of the Company,  against

                                     - 3 -
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 or her 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), judgments,  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:

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

      (b) In all other cases, his or 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,  Amended and  Restated  Bylaws or any  agreement
entered into by the Company; and

      (c) In the case of any criminal  proceeding,  he or she had no  reasonable
cause to believe that his or 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 or she 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 or she  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 or her 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted pursuant to the foregoing provisions,  the Company has been
informed that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

                                     - 4 -
ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.         EXHIBITS.

      The following 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

       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 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;

                    (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 SEC pursuant to Rule 424(b) under the
                Securities Act 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;

                                     - 5 -
(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  Exchange  Act that are
      incorporated by reference in the Registration Statement.

                (2) That,  for purposes of determining  any liability  under the
      Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 SEC such  indemnification
is against public policy as expressed in the  Securities 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  Securities  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 10th day of
May, 2001.

                                V-ONE CORPORATION

                          By:   /s/ John F. Nesline
                                ------------------------
                                John F. Nesline,
                                Chief Financial Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints William E. Odom,  Margaret E. Grayson or
John F. Nesline 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/ Margaret E. Grayson        President, Chief Executive    May 10, 2001
-----------------------        Officer, and Director
Margaret E. Grayson

/s/ John F. Nesline            Chief Financial Officer       May 10, 2001
-------------------
John F. Nesline

/s/ Molly G. Bayley            Director                      May 10, 2001
-------------------
Molly G. Bayley

/s/ Heidi B. Heiden            Director                      May 10, 2001
-------------------
Heidi B. Heiden

/s/ James F. McManus           Director                      May 10, 2001
--------------------
James F. McManus

                                     - 7 -
SIGNATURE                     TITLE                    DATE

/s/ Michael J. Mufson          Director                      May 14, 2001
---------------------
Michael J. Mufson

/s/ Michael O'Dell             Director                      May 10, 2001
---------------------
Michael O'Dell

/s/ William E. Odom            Director                      May 10, 2001
---------------------
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 Ernst & Young LLP

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 7)

                                     - 9 -