As filed with the Securities and Exchange Commission on June 10, 1997

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                             ----------------------

                                    FORM S-8

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

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

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

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

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

                                Jeffrey H. Waxman
                      Chairman and Chief Executive Officer
                          Secure Computing Corporation
                               2675 Long Lake Road
                           Roseville, Minnesota 55113
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=================================================================================================================
                                                                            Proposed
                                                   Proposed                  maximum
       Title of               Amount               maximum                  aggregate               Amount of
     securities to             to be            offering price              offering               registration
     be registered        registered(1)         per share(1)(2)            price(1)(2)                 fee
=================================================================================================================
<S>                         <C>                    <C>                    <C>                       <C>    
     Common Stock,           250,000
    $.01 par value            shares                $5.875                 $1,468,750                $446.00
=================================================================================================================

</TABLE>

(1)      The Registration Statement relates to an additional 250,000 shares of
         Common Stock to be offered pursuant to the registrant's Employee Stock
         Purchase Plan, for which 150,000 shares of Common Stock have previously
         been registered pursuant to the registrant's Registration Statement No.
         333-06563.

(2)      Estimated solely for the purpose of the registration fee pursuant to
         Rule 457(h)(1) based on the average of the high and low sales prices
         per share of the Registrant's Common Stock on June 5, 1997, as reported
         on the Nasdaq National Market.



                          SECURE COMPUTING CORPORATION

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are incorporated in this Registration Statement by reference the
contents of the registrant's Registration Statement No. 333-06563.

ITEM 8.  EXHIBITS.

         Exhibit                             Description
         -------                             -----------

         4        Secure Computing Corporation Employee Stock Purchase Plan, as
                  amended.

         5        Opinion of Faegre & Benson LLP.

         23.1     Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
                  Registration Statement).

         23.2     Consent of Ernst & Young LLP

         23.3     Consent of Price Waterhouse, Chartered Accountants, Toronto,
                  Canada

         23.4     Consent of Price Waterhouse LLP, San Jose, California

         23.5     Consent of McClurkin Ahier & Company, Chartered Accountants

         24       Powers of Attorney.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseville,
State of Minnesota, on June 10, 1997.

                                       SECURE COMPUTING CORPORATION


                                       By  /s/ Jeffrey H. Waxman
                                           -------------------------------------
                                           Jeffrey H. Waxman
                                           President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 10, 1997.

Signature                                           Title
---------                                           -----


/s/ Jeffrey H. Waxman       President, Chief Executive Officer and Director
-------------------------   (Principal Executive Officer)
Jeffrey H. Waxman               

/s/ Timothy P. McGurran     Vice President of Operations and Chief Financial
-------------------------   Officer (Principal Financial and Accounting Officer)
Timothy P. McGurran

Betsy S. Atkins*            Director

Robert J. Frankenberg*      Director

Glenn G. Mackintosh*        Director               A majority of the
                                                   Board of Directors
Stephen M. Puricelli*       Director

Dennis J. Shaughnessy*      Director

*        Jeffrey H. Waxman, by signing his name hereto, does hereby sign this
         document on behalf of each of the above named directors of the
         Registrant pursuant to powers of attorney duly executed by each person.

                                         By  /s/ Jeffrey H. Waxman
                                             -----------------------------------
                                             Jeffrey H. Waxman, Attorney in Fact



<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS


                                                                                               Method
Exhibit                                      Description                                     of Filing
-------                                      -----------                                     ---------

<S>     <C>                                                                            <C>
4        Secure Computing Corporation Employee Stock Purchase Plan, as amended........  Filed Electronically

5        Opinion of Faegre & Benson LLP...............................................  Filed Electronically

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

23.2     Consent of Ernst & Young LLP.................................................  Filed Electronically

23.3     Consent of Price Waterhouse, Chartered Accountants, Toronto, Canada..........  Filed Electronically

23.4     Consent of Price Waterhouse LLP, San Jose, California........................  Filed Electronically

23.5     Consent of McClurkin Ahier & Company, Chartered Accountants..................  Filed Electronically

24       Powers of Attorney...........................................................  Filed Electronically

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8223}]
{"company-data": {"conformed-name": "SECURE COMPUTING CORP", "cik": "0001001916", "assigned-sic": "7371", "irs-number": "521637226", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28927", "film-number": "97622144"}, "business-address": {"street1": "2675 LONG LAKE RD", "city": "ROSEVILLE", "state": "MN", "zip": "55113", "phone": "6126282700"}, "mail-address": {"street1": "2675 LONG LAKE RD", "city": "ROSEVILLE", "state": "MN", "zip": "55113"}}
As filed with the Securities and Exchange Commission on June 10, 1997

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                             ----------------------

                                    FORM S-8

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

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

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

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

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

                                Jeffrey H. Waxman
                      Chairman and Chief Executive Officer
                          Secure Computing Corporation
                               2675 Long Lake Road
                           Roseville, Minnesota 55113
                     (Name and address of agent for service)

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

=================================================================================================================
                                                                            Proposed
                                                   Proposed                  maximum
       Title of               Amount               maximum                  aggregate               Amount of
     securities to             to be            offering price              offering               registration
     be registered        registered(1)         per share(1)(2)            price(1)(2)                 fee
=================================================================================================================
Common Stock,           250,000
    $.01 par value            shares                $5.875                 $1,468,750                $446.00
=================================================================================================================
(1)      The Registration Statement relates to an additional 250,000 shares of
         Common Stock to be offered pursuant to the registrant's Employee Stock
         Purchase Plan, for which 150,000 shares of Common Stock have previously
         been registered pursuant to the registrant's Registration Statement No.
         333-06563.

(2)      Estimated solely for the purpose of the registration fee pursuant to
         Rule 457(h)(1) based on the average of the high and low sales prices
         per share of the Registrant's Common Stock on June 5, 1997, as reported
         on the Nasdaq National Market.

                          SECURE COMPUTING CORPORATION

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are incorporated in this Registration Statement by reference the
contents of the registrant's Registration Statement No. 333-06563.

ITEM 8.  EXHIBITS.

         Exhibit                             Description
         -------                             -----------

         4        Secure Computing Corporation Employee Stock Purchase Plan, as
                  amended.

         5        Opinion of Faegre & Benson LLP.

         23.1     Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
                  Registration Statement).

         23.2     Consent of Ernst & Young LLP

         23.3     Consent of Price Waterhouse, Chartered Accountants, Toronto,
                  Canada

         23.4     Consent of Price Waterhouse LLP, San Jose, California

         23.5     Consent of McClurkin Ahier & Company, Chartered Accountants

         24       Powers of Attorney.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roseville,
State of Minnesota, on June 10, 1997.

                                       SECURE COMPUTING CORPORATION

                                       By  /s/ Jeffrey H. Waxman
                                           -------------------------------------
                                           Jeffrey H. Waxman
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 10, 1997.

Signature                                           Title
---------                                           -----

/s/ Jeffrey H. Waxman       President, Chief Executive Officer and Director
-------------------------   (Principal Executive Officer)
Jeffrey H. Waxman               

/s/ Timothy P. McGurran     Vice President of Operations and Chief Financial
-------------------------   Officer (Principal Financial and Accounting Officer)
Timothy P. McGurran

Betsy S. Atkins*            Director

Robert J. Frankenberg*      Director

Glenn G. Mackintosh*        Director               A majority of the
                                                   Board of Directors
Stephen M. Puricelli*       Director

Dennis J. Shaughnessy*      Director

*        Jeffrey H. Waxman, by signing his name hereto, does hereby sign this
         document on behalf of each of the above named directors of the
         Registrant pursuant to powers of attorney duly executed by each person.

                                         By  /s/ Jeffrey H. Waxman
                                             -----------------------------------
                                             Jeffrey H. Waxman, Attorney in Fact
INDEX TO EXHIBITS

                                                                                               Method
Exhibit                                      Description                                     of Filing
-------                                      -----------                                     ---------
4        Secure Computing Corporation Employee Stock Purchase Plan, as amended........  Filed Electronically

5        Opinion of Faegre & Benson LLP...............................................  Filed Electronically

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

23.2     Consent of Ernst & Young LLP.................................................  Filed Electronically

23.3     Consent of Price Waterhouse, Chartered Accountants, Toronto, Canada..........  Filed Electronically

23.4     Consent of Price Waterhouse LLP, San Jose, California........................  Filed Electronically

23.5     Consent of McClurkin Ahier & Company, Chartered Accountants..................  Filed Electronically

24       Powers of Attorney...........................................................  Filed Electronically