As filed with the Securities and Exchange Commission on May 13, 2004

                                                    Registration No. _________

                                  UNITED STATES
                       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.)

                       20300 Century Boulevard, Suite 200
                           Germantown, Maryland 20874
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                                V-ONE Corporation
                        1998 Amended Incentive Stock Plan
                        ---------------------------------
                              (Full title of plan)

                               Margaret E. Grayson
                      President and Chief Executive Officer
                       20300 Century Boulevard, Suite 200
                           Germantown, Maryland 20874
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (301) 515-5200
                     ---------------------------------------
                     (Telephone number of agent for service)

                                    Copy to:
                             Thomas F. Cooney, Esq.
                             Alissa A. Parisi, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036

<PAGE>

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

================================================================================
                                      Proposed     Proposed
                                     maximum       maximum          Amount of
Title of securities  Amount to       offering      aggregate        registration
to be registered     be registered   price per     offering price   fee
                                     share
--------------------------------------------------------------------------------
Common stock,        1,000,000       $0.264 (1)    $264,000 (1)      $33.45
$0.001 par value     shares
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 "Pink Sheets" by the National  Quotation  Bureau,
      Inc. on May 10, 2004.

                                      -2-
<PAGE>




                       DOCUMENTS INCORPORATED BY REFERENCE

      This  Registration  Statement is being filed for the purpose of increasing
the  number of  securities  of the same  class as other  securities  for which a
registration statement of V-ONE Corporation relating to the 1998 Incentive Stock
Plan, as amended,  is effective.  Pursuant to General Instruction E of Form S-8,
V-ONE  Corporation's  Registration  Statements Nos.  333-52909 and 333-38918 are
incorporated herein by reference.

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

            23.1  Consent of Aronson & Company, independent auditors

            23.2  Consent of Ernst & Young LLP, independent auditors

            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

            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 11th day of
May, 2004.

                                V-ONE CORPORATION



                        By:   /s/ Margaret E. Grayson
                              -----------------------
                              Margaret E. Grayson
                              President and Chief Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints William E. Odom 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
---------                               -----                     ----

                                     President,
/s/ Margaret E. Grayson       Chief Executive Officer,
-----------------------      Principal Financial Officer,
Margaret E. Grayson         Principal Accounting Officer      May 11, 2004
                                     and Director


/s/ Molly G. Bayley
-------------------                   Director                May 7, 2004
Molly G. Bayley

                                      -5-
<PAGE>

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

/s/ Heidi B. Heiden
-------------------                   Director               May 10, 2004
Heidi B. Heiden




/s/ William E. Odom
-------------------                   Director                May 7, 2004
William E. Odom

                                      -6-
<PAGE>

EXHIBIT INDEX

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

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

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

23.1                 Consent  of  Aronson  &  Company,  independent
                     auditors

23.2                 Consent  of  Ernst  & Young  LLP,  independent
                     auditors

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

24                   Power of Attorney (see page 5)


                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 8563}]
{"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": "333-115466", "film-number": "04802836"}, "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 13, 2004

                                                    Registration No. _________

                                  UNITED STATES
                       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.)

                       20300 Century Boulevard, Suite 200
                           Germantown, Maryland 20874
               ---------------------------------------------------
               (Address of principal executive offices) (zip code)

                                V-ONE Corporation
                        1998 Amended Incentive Stock Plan
                        ---------------------------------
                              (Full title of plan)

                               Margaret E. Grayson
                      President and Chief Executive Officer
                       20300 Century Boulevard, Suite 200
                           Germantown, Maryland 20874
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (301) 515-5200
                     ---------------------------------------
                     (Telephone number of agent for service)

                                    Copy to:
                             Thomas F. Cooney, Esq.
                             Alissa A. Parisi, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
CALCULATION OF REGISTRATION FEE
                         -------------------------------

================================================================================
                                      Proposed     Proposed
                                     maximum       maximum          Amount of
Title of securities  Amount to       offering      aggregate        registration
to be registered     be registered   price per     offering price   fee
                                     share
--------------------------------------------------------------------------------
Common stock,        1,000,000       $0.264 (1)    $264,000 (1)      $33.45
$0.001 par value     shares
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 "Pink Sheets" by the National  Quotation  Bureau,
      Inc. on May 10, 2004.

                                      -2-
DOCUMENTS INCORPORATED BY REFERENCE

      This  Registration  Statement is being filed for the purpose of increasing
the  number of  securities  of the same  class as other  securities  for which a
registration statement of V-ONE Corporation relating to the 1998 Incentive Stock
Plan, as amended,  is effective.  Pursuant to General Instruction E of Form S-8,
V-ONE  Corporation's  Registration  Statements Nos.  333-52909 and 333-38918 are
incorporated herein by reference.

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

            23.1  Consent of Aronson & Company, independent auditors

            23.2  Consent of Ernst & Young LLP, independent auditors

            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

            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 11th day of
May, 2004.

                                V-ONE CORPORATION

                        By:   /s/ Margaret E. Grayson
                              -----------------------
                              Margaret E. Grayson
                              President and Chief Executive Officer

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints William E. Odom 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
---------                               -----                     ----

                                     President,
/s/ Margaret E. Grayson       Chief Executive Officer,
-----------------------      Principal Financial Officer,
Margaret E. Grayson         Principal Accounting Officer      May 11, 2004
                                     and Director

/s/ Molly G. Bayley
-------------------                   Director                May 7, 2004
Molly G. Bayley

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

/s/ Heidi B. Heiden
-------------------                   Director               May 10, 2004
Heidi B. Heiden

/s/ William E. Odom
-------------------                   Director                May 7, 2004
William E. Odom

                                      -6-
EXHIBIT INDEX

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

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

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

23.1                 Consent  of  Aronson  &  Company,  independent
                     auditors

23.2                 Consent  of  Ernst  & Young  LLP,  independent
                     auditors

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

24                   Power of Attorney (see page 5)

                                      -7-