As filed with the  Securities  and  Exchange  Commission  on  December  __, 1996
                                                 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.)

                             1803 Research Boulevard
                                    Suite 305
                           Rockville, Maryland 20850
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                            1996 Incentive Stock Plan
                      1995 Non-Statutory Stock Option Plan
                      ------------------------------------
                              (Full title of plan)

                               Charles B. Griffis
                                V-ONE Corporation
                       1803 Research Boulevard, Suite 305
                           Rockville, Maryland 20850
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (301) 838-8900
                     ---------------------------------------
                     (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
                                               maximum
                                               offering     Proposed             Amount of
Title of securities       Amount to            price        maximum aggregate    registration
to be registered          be registered        per share    offering price       fee
--------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>          <C>                  <C>
Common stock, par         2,333,333 shares     $5.625(2)    $13,124,998(2)       $4,526.00
value $.001 per
share(1)
--------------------------------------------------------------------------------------------------

Common stock, par           350,293 shares     $0.75(4)        $262,720(4)          $91.00
value $.001 per
share(3)
--------------------------------------------------------------------------------------------------
Total                     2,683,626 shares     $6.375       $13,387,718          $4,617.00
==================================================================================================

</TABLE>

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

(1)      Includes  2,333,333 shares of V-ONE Corporation Common Stock, $.001 par
         value per share ("Common  Stock"),  issuable pursuant to awards granted
         under the 1996 Incentive Stock Plan ("1996 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 December 6, 1996.

(3)      Includes 350,293 shares of Common Stock issuable on exercise of options
         granted under the 1995 Non-Statutory Stock Option Plan ("1995 Plan").

(4)      As the exercise  prices of the options granted under the 1995 Plan have
         already been  determined,  the maximum offering price per share and the
         maximum  aggregate  offering price are calculated based on the exercise
         prices of the options already granted under the 1995 Plan 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 Prospectus dated October 24, 1996 filed in
         Post-Effective  Amendment  No. 1 to its  Registration  Statement  filed
         under the Securities  Act of 1933, as amended  ("Securities  Act"),  on
         Form S-1 (Registration No. 333-06535).

                 (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, 1995.

                 (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 which  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 1995 Plan or the 1996 Plan that meets the
requirements of Section 10(a) of the Securities Act.

Item 4.           Description of Securities.

         Not applicable.


                                      - 3 -
<PAGE>

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 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.


                                      - 4 -
<PAGE>

         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:

         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 8 )


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;

                                      - 5 -

<PAGE>



                      (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;

                     (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.

                  (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

                                      - 6 -

<PAGE>


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.


                                      - 7 -

<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  Rockville,  State of Maryland,  on this 12th day of
December, 1996.

                                    V-ONE CORPORATION


                                    By:
                                         James F. Chen,
                                         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
Chansothi Um 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, President          December 12, 1996
James F. Chen                    and Chief Executive
                                 Officer (Principal
                                 Executive Officer)


/s/Charles C. Chen               Director                     December 12, 1996
-----------------------
Charles C. Chen


                                 Director                     ___________, 1996
-----------------------
Hai Hua Cheng




                                       - 8 -
<PAGE>



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


/s/ Charles B. Griffis           Chief Financial              December 12, 1996
------------------------         Officer (Principal
Charles B. Griffis               Financial and
                                 Accounting Officer)

/s/ Harry S. Gruner              Director                     December 12, 1996
-----------------------
Harry S. Gruner

                                 Director                     ___________, 1996
-----------------------
William E. Odom




                                      - 9 -

<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 8)



                                     - 10 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19688}]
{"company-data": {"conformed-name": "VIRTUAL OPEN NETWORK ENVIRONMENT CORP", "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": "333-17749", "film-number": "96679950"}, "business-address": {"street1": "1803 RESARCH BLVD STE 305", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}, "mail-address": {"street1": "1803 RESEARCH BLVD", "street2": "SUITE 305", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the  Securities  and  Exchange  Commission  on  December  __, 1996
                                                 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.)

                             1803 Research Boulevard
                                    Suite 305
                           Rockville, Maryland 20850
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                            1996 Incentive Stock Plan
                      1995 Non-Statutory Stock Option Plan
                      ------------------------------------
                              (Full title of plan)

                               Charles B. Griffis
                                V-ONE Corporation
                       1803 Research Boulevard, Suite 305
                           Rockville, Maryland 20850
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (301) 838-8900
                     ---------------------------------------
                     (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
                                               maximum
                                               offering     Proposed             Amount of
Title of securities       Amount to            price        maximum aggregate    registration
to be registered          be registered        per share    offering price       fee
--------------------------------------------------------------------------------------------------
Common stock, par         2,333,333 shares     $5.625(2)    $13,124,998(2)       $4,526.00
value $.001 per
share(1)
--------------------------------------------------------------------------------------------------

Common stock, par           350,293 shares     $0.75(4)        $262,720(4)          $91.00
value $.001 per
share(3)
--------------------------------------------------------------------------------------------------
Total                     2,683,626 shares     $6.375       $13,387,718          $4,617.00
==================================================================================================
--------------------

(1)      Includes  2,333,333 shares of V-ONE Corporation Common Stock, $.001 par
         value per share ("Common  Stock"),  issuable pursuant to awards granted
         under the 1996 Incentive Stock Plan ("1996 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 December 6, 1996.

(3)      Includes 350,293 shares of Common Stock issuable on exercise of options
         granted under the 1995 Non-Statutory Stock Option Plan ("1995 Plan").

(4)      As the exercise  prices of the options granted under the 1995 Plan have
         already been  determined,  the maximum offering price per share and the
         maximum  aggregate  offering price are calculated based on the exercise
         prices of the options already granted under the 1995 Plan 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 Prospectus dated October 24, 1996 filed in
         Post-Effective  Amendment  No. 1 to its  Registration  Statement  filed
         under the Securities  Act of 1933, as amended  ("Securities  Act"),  on
         Form S-1 (Registration No. 333-06535).

                 (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, 1995.

                 (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 which  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 1995 Plan or the 1996 Plan that meets the
requirements of Section 10(a) of the Securities Act.

Item 4.           Description of Securities.

         Not applicable.

                                      - 3 -
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 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.

                                      - 4 -
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:

         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 8 )

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;

                                      - 5 -
(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;

                     (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.

                  (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

                                      - 6 -
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.

                                      - 7 -
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  Rockville,  State of Maryland,  on this 12th day of
December, 1996.

                                    V-ONE CORPORATION

                                    By:
                                         James F. Chen,
                                         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
Chansothi Um 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, President          December 12, 1996
James F. Chen                    and Chief Executive
                                 Officer (Principal
                                 Executive Officer)

/s/Charles C. Chen               Director                     December 12, 1996
-----------------------
Charles C. Chen

                                 Director                     ___________, 1996
-----------------------
Hai Hua Cheng

                                       - 8 -
Signature                        Title                           Date
---------                        -----                           ----

/s/ Charles B. Griffis           Chief Financial              December 12, 1996
------------------------         Officer (Principal
Charles B. Griffis               Financial and
                                 Accounting Officer)

/s/ Harry S. Gruner              Director                     December 12, 1996
-----------------------
Harry S. Gruner

                                 Director                     ___________, 1996
-----------------------
William E. Odom

                                      - 9 -
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 8)

                                     - 10 -