As filed with the Securities and Exchange Commission on January 7, 2005

                                                             File No. 333-113963

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          PRE-EFFECTIVE AMENDMENT NO. 3
                                       TO
                                    FORM S-2
             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, MD 20874
                                 (301) 515-5200
   --------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                               Margaret E. Grayson
                      President and Chief Executive Officer
                                V-ONE Corporation
                             20300 Century Boulevard
                                    Suite 200
                              Germantown, MD 20874
                                 (301) 515-5246
   --------------------------------------------------------------------------
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   Copies to:
                             Thomas F. Cooney, Esq.
                             Alissa A. Parisi, Esq.
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                          1800 Massachusetts Avenue, NW
                            Washington, DC 20036-1800

      Approximate  date of commencement of proposed sale to the public:  As soon
as practicable after the effective date of this Registration Statement.

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box.                                            [X]

      If the  registrant  elects to deliver  its latest  annual  report (on Form
10-K) to security holders,  or a complete and legal facsimile thereof,  pursuant
to Item 11(a)(1) of this Form, check the following box.                      [X]



      If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering.                                [ ]

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                                       [ ]

      If this Form is a  post-effective  amendment filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                                       [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.                                                     [ ]



                                CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------
                                                 Proposed                                      
  Title of Each Class of       Amount To         Maximum        Proposed Maximum     Amount of 
     Securities To Be             Be          Offering Price       Aggregate       Registration
        Registered           Registered(1)     Per Share(2)    Offering Price(2)      Fee(2)   
-------------------------------------------------------------------------------------------------
                                                                            
Common Stock, $.001 par        6,000,000          $0.345            $4,140,000        $524.54
value per share (3)(4)
-------------------------------------------------------------------------------------------------
Common Stock, $.001 par        1,050,000          $0.345              $724,500         $91.79
value per share (4)(5)
-------------------------------------------------------------------------------------------------
Common Stock, $.001 par          630,000          $0.345              $434,700         $55.08
value per share (4)(6)
-------------------------------------------------------------------------------------------------
Total                          7,680,000          $0.345            $5,299,200        $671.41*
-------------------------------------------------------------------------------------------------

*     Paid previously.

(1)   Share amounts reflect the 1:2 reverse stock split that V-ONE effected on May 14, 2004.

(2)   Estimated  pursuant to Rule 457 for the purpose of calculating  the  registration  fee only;
      based  upon the  average  of the high and low sales  prices  for the  common  stock of V-ONE
      Corporation ("Common Stock") reported on the "Pink Sheets" by the National Quotation Bureau,
      Inc. on March 23, 2004.  Registration fee is calculated pursuant to Rule 457(c) and reflects
      Common Stock price prior to the 1:2 reverse stock split that V-ONE effected on May 14, 2004.

(3)   Consists  of  3,000,000  shares  of  Common  Stock  issuable  upon the  conversion  of V-ONE
      Corporation's  7%  Subordinated  Convertible  Notes and  3,000,000  shares  of Common  Stock
      issuable  upon the  exercise of  detachable  warrants to purchase  Common  Stock  granted in
      connection with the offering of V-ONE Corporation's 7% Subordinated Convertible Notes.

(4)   Pursuant to Rule 416(a),  also includes such  indeterminate  number of additional  shares of
      Common Stock as may become issuable to prevent dilution  resulting from stock splits,  stock
      dividends or similar transactions.

(5)   Represents  shares of Common  Stock  issuable  in  discharge  of accrued  interest  on V-ONE
      Corporation's 7% Subordinated Convertible Notes.

(6)   Represents  shares of Common Stock issuable upon the exercise of warrants to purchase Common
      Stock granted to H. C. Wainwright & Co., Inc.,  placement agent for V-ONE  Corporation's  7%
      Subordinated  Convertible  Notes  offering,  438,375  shares of which are currently  held by
      certain employees of H.C.  Wainwright & Co., Inc. who are listed as selling  stockholders in
      the  Selling  Stockholders  section  of this  prospectus  on  pages  7-10.  




      The registrant hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.




PROSPECTUS

Subject to Completion, January 7, 2005



                                7,680,000 Shares

                                V-ONE corporation

                                  COMMON STOCK




      The 7,680,000 shares of Common Stock of V-ONE Corporation ("V-ONE" or "the
Company") offered through this prospectus may be sold by the stockholders listed
on pages 8 and 9 of this  prospectus.  The sale of shares  offered  through this
prospectus  may be  effected by the  selling  stockholders  from time to time in
transactions  reported on the "Pink  Sheets" by the National  Quotation  Bureau,
Inc. in privately negotiated transactions or in a combination of such methods of
sale.  The  shares  may be sold at fixed  prices  that  may  change,  at  prices
prevailing at the time of sale, at prices relating to such prevailing  prices or
at negotiated  prices.  None of the proceeds from this offering will be received
by V-ONE.

      V-ONE's  Common  Stock is currently  reported on the "Pink  Sheets" by the
National  Quotation  Bureau,  Inc.  under the  trading  symbol  "VONE."  V-ONE's
principal  executive offices are located at 20300 Century Boulevard,  Suite 200,
Germantown, Maryland 20874. V-ONE's telephone number is (301) 515-5200.

      POTENTIAL  INVESTORS SHOULD CONSIDER  CAREFULLY THE RISK FACTORS BEGINNING
ON PAGE 2 OF THIS PROSPECTUS.

      NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

      THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THEIR SHARES UNTIL THE REGISTRATION  STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE  SECURITIES  AND IT IS NOT  SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.



                                              , 2005
                             -----------------



                                V-ONE CORPORATION

      V-ONE develops,  markets,  and licenses a  comprehensive  suite of network
security  products  that enables  organizations  to conduct  secured  electronic
transactions  and  information  exchange using private  enterprise  networks and
public  networks,  such as the  Internet.  V-ONE's  suite of products  addresses
network  user  authentication,  perimeter  security,  access  control,  and data
integrity through the use of smart cards, firewalls,  and encryption technology.
V-ONE's products interoperate seamlessly and can be combined to form a complete,
integrated network security solution or can be used as independent components in
customized security solutions.  V-ONE's products have been designed with an open
and flexible  architecture to enable  applications to work better and to support
future  network  security  standards.  In  addition,   V-ONE's  products  enable
organizations  to deploy  and scale  their  solutions  from  small,  single-site
networks to large, multi-site environments and can accommodate both wireline and
wireless media.

      V-ONE was incorporated in Maryland in February 1993 and  reincorporated in
Delaware in February 1996.  Effective July 2, 1996,  V-ONE changed its name from
"Virtual Open Network Environment Corporation" to "V-ONE Corporation."

                                  RISK FACTORS

      V-ONE operates in a rapidly changing  environment  that involves  numerous
risks,  some of which are  beyond  V-ONE's  control.  The  following  discussion
addresses  risks V-ONE  believes to be material to its business and  operations.
This prospectus contains  "forward-looking  statements." Such statements involve
known and  unknown  risks and  uncertainties  that could  cause  V-ONE's  actual
performance  or   achievements   to  differ  from  any  future   performance  or
achievements  expressed or implied by such statements.  Readers should carefully
consider the following  risk factors  before  purchasing  Common Stock of V-ONE.
Readers are also  referred to the documents  filed by V-ONE with the  Securities
and Exchange Commission ("SEC"), specifically V-ONE's 2003 Annual Report on Form
10-K, which identify important risk factors for V-ONE.

      LACK OF  AVAILABLE  CAPITAL  COULD  ADVERSELY  AFFECT  V-ONE'S  ABILITY TO
CONTINUE OPERATIONS; COMPLETION OF AN OFFERING OF SECURITIES COULD BE CRUCIAL TO
V-ONE'S ABILITY TO CONTINUE OPERATIONS.

      V-ONE may not be able to  continue  operations  beyond  December  31, 2004
unless it raises  additional  capital or receives  purchase  orders under active
programs for federal,  state and local governments that have been delayed as the
federal  government  has sought to define  the nature and scope of its  Homeland
Security  initiative.  V-ONE's  operating  activities used cash of approximately
$29,000 in 2003,  at an average "burn rate" of  approximately  $2,400 per month.
V-ONE is continuing to streamline  operations  and reduce costs as it implements
its turnaround strategy. V-ONE's approach as it navigates the market penetration
phase of its turnaround  program focuses on distribution of V-ONE's  products to
existing customers and channel partners. That said, V-ONE is very focused on the
fact  that  its cash  position  may not be  adequate  to allow  the  Company  to
capitalize on all of the  opportunities  it has initiated.  V-ONE will focus its
engineering design efforts on completing features committed to meet the needs of
existing  and  potential  customers  in the  government  sector  and  supporting
relationships  with its channel  partners for sales and  marketing to commercial
accounts.  V-ONE may not be able to maintain  operations for any extended period
of time without  additional  capital or a significant  strategic  transformative
event.  V-ONE's  ability to  continue  as a going  concern is  dependent  on its
ability to generate  sufficient  cash flow to meet its  obligations  on a timely
basis or to obtain additional funding. There can be no assurance that the timing
of acceptance and  implementation of V-ONE's products with existing customers or
proposed  agreements  will  generate  revenue  for  V-ONE to  cover  its cost of
operations and meet its cash flow requirements.

      V-ONE  MAY  NEED  TO  RAISE  FUNDS  THROUGH  THE  ISSUANCE  OF  ADDITIONAL
SECURITIES,   WHICH   ISSUANCES  MAY  DIMINISH  THE  VALUE  OF  ITS  OUTSTANDING
SECURITIES.

      V-ONE may need to raise  additional  capital to fund the costs  associated
with the  operation of its business  beyond  December 31, 2004. To meet its cash
needs in the near  term,  V-ONE is  depending  upon  product  sales.  V-ONE also
intends to seek additional funding when market conditions improve.  There can be
no assurance that such funding will be available on acceptable terms or at all.

                                       2


      If V-ONE receives  additional funding, it may be obligated to issue shares
of preferred stock and securities  convertible  into shares of Common Stock. The
issuance of such additional shares and securities may  substantially  dilute the
value of V-ONE. Such additional shares and securities may contain terms allowing
for,  among other  things,  certain  preferences  in allocation of net income or
profits,  in distributions  of cash and property or in liquidation.  Other terms
may possibly include  protections  against  potential  dilution of an investor's
interest by the issuance of new equity by V-ONE or  preemptive  and  maintenance
rights to maintain  such equity  interest,  special  voting  rights or rights in
connection with the potential future registration of V-ONE's securities for sale
to the public.

      COMPLETION  OF A PRIVATE  OFFERING  MAY BE  SUBJECT  TO THE  RIGHTS OF THE
HOLDERS OF V-ONE PREFERRED STOCK AND 7% NOTES.

      There are currently two outstanding classes of V-ONE's preferred stock. As
more particularly set forth in V-ONE's Certificate of Incorporation,  holders of
shares  of  V-ONE's  Series C and  Series D  Preferred  Stock  have  rights  and
preferences  that may obligate  V-ONE to obtain their  consent  prior to issuing
preferred  stock in a  private  offering.  If V-ONE  is not able to  obtain  the
consent of these security holders on terms  acceptable to prospective  investors
in an  offering,  V-ONE may not be able to complete  the  private  offering in a
timely manner.  Similarly,  holders of V-ONE's 7% Subordinated Convertible Notes
("7% Notes") have rights and preferences that may obligate V-ONE to obtain their
consent prior to issuing additional securities in a private offering.

      ADVERSE  ECONOMIC  IMPACT OF A SLOW GLOBAL  ECONOMY  COULD IMPAIR  V-ONE'S
REVENUES.

      A slow global  economy,  as hampered by the events of September  11, 2001,
has created an uncertain  international  economic  environment,  and  management
cannot predict the impact of any future  terrorist acts or any related  military
action  on  V-ONE's  customers  or  their  businesses.  In  particular,  V-ONE's
commercial customers could be negatively affected by the sluggish  international
economy.  Although  management  believes that spending on security products will
increase as a result of these events, if businesses curtail or eliminate capital
spending  on   information   technology,   or  if   downturns  in  the  Internet
infrastructure  and related  markets  continue,  businesses  may delay or cancel
orders for security  products which could result in reduced or cancelled  orders
for V-ONE's products.  In addition,  these uncertain  economic times could cause
longer sales cycles, payment delays and price pressure, and consequently,  V-ONE
may not meet its financial forecast.

      V-ONE'S   CONTINUED   LOSSES  AND   ACCUMULATED   DEFICIT   COULD   AFFECT
PROFITABILITY AND MARKET ACCEPTANCE OF V-ONE'S PRODUCTS.

      As of December 31, 2003, V-ONE had an accumulated deficit of approximately
$66,514,000.  V-ONE is implementing a turnaround business plan, which management
believes  will  enable  V-ONE to  achieve  profitable  operating  results in the
future. V-ONE may not, however,  achieve or sustain profitability or significant
revenues  in the short run. To address  these  risks,  V-ONE  must,  among other
things, continue its emphasis on research and development,  successfully execute
and implement its marketing  strategy,  respond to competitive  developments and
seek to attract and retain talented personnel.  V-ONE may be unable successfully
to address these risks and the failure to do so could affect V-ONE's  ability to
fully implement its marketing strategy and achieve  profitability and may have a
material adverse effect on the market acceptance of V-ONE's products.  V-ONE was
founded in February  1993 and  introduced  its first  product in December  1994.
Accordingly,  V-ONE did not generate any significant revenues until 1995 when it
commenced   sales  of  its  firewall   product  and   introduced  its  SmartGate
client/server  system.  Revenues for the years 1999,  2000,  2001, 2002 and 2003
were   approximately   $4,966,000,   $4,554,000,   $4,990,000,   $3,553,000  and
$4,003,000, respectively. Losses attributable to holders of Common Stock for the
years 1999, 2000, 2001, 2002 and 2003 were approximately $9,952,000, $9,232,000,
$9,911,000,  $6,335,000  and  $1,392,000,   respectively.   V-ONE's  results  of
operations in recent periods may not be an accurate indication of future results
of operations in light of the evolving nature of the network security market and
the uncertainty of the demand for Internet and intranet  products in general and
V-ONE's products in particular.

                                       3


      SALES TO  GOVERNMENT  AGENCIES  CONSTITUTE  A  SIGNIFICANT  PERCENTAGE  OF
V-ONE'S REVENUE AND ARE SUBJECT TO VARIOUS  POLICIES AND LENGTHY TESTING PERIODS
THAT EXPOSE V-ONE TO FINANCIAL RISKS.

      No government  agency or department has an obligation to purchase products
from V-ONE in the future and the government may terminate its contracts  without
cause. Moreover,  sales to and contracts with government agencies are subject to
reductions  or delays in  funding,  risks of  disallowance  of costs upon audit,
changes in government  procurement  policies,  the necessity to  participate  in
competitive  bidding and, with respect to contracts  involving prime contractors
or  government-designated  subcontractors,  the  inability  of such  parties  to
perform under their contracts. In addition, product implementation in government
sales may be subject to extended  periods of rigorous  validation  testing and a
lengthy  approval  process by government  agencies and bureaus within an agency.
Such testing and approval may delay contract  awards and payments to V-ONE under
such contracts.  Sales to the U.S. government  constituted  approximately 67% of
V-ONE's  revenue for the fiscal year ended  December 31, 2003.  V-ONE expects to
derive a  significant  amount of its  revenue in 2004 from  sales to  government
agencies.

      RISKS OF  COMPETITION  COULD AFFECT  V-ONE'S  MARKET  SHARE AND  ADVERSELY
AFFECT REVENUE AND PROFITABILITY.

      V-ONE faces intense competition in all of its market segments.  The market
for network security products is very competitive and V-ONE expects  competition
to intensify in the future. There can be no assurance that V-ONE's products will
command a  significant  share of the network  security  market.  Many of V-ONE's
competitors have significantly  greater  resources,  generate higher revenue and
have greater name recognition than V-ONE. There can be no assurance that V-ONE's
competitors  will not develop  products that are superior to those  developed by
V-ONE or adapt more quickly than V-ONE to new technologies or evolving  industry
trends.  Increased  competition  may result in price  reductions,  reduced gross
margins or loss of market  share,  any of which  could  have a material  adverse
effect on V-ONE's revenue stream.  There is no assurance that V-ONE will be able
to compete effectively against current or future competitors.

      RISK OF  ERRORS,  FAILURES  AND  PRODUCT  LIABILITY  COULD  AFFECT  MARKET
ACCEPTANCE OF V-ONE'S PRODUCTS.

      The complex nature of V-ONE's software  products can make the detection of
errors or failures difficult when products are introduced. If errors or failures
are  subsequently  discovered,  this may result in delays,  lost revenues,  lost
customers during the correction process, damage to V-ONE's reputation and claims
and damages  against V-ONE.  A malfunction  or the inadequate  design of V-ONE's
products could result in tort or warranty  claims.  V-ONE generally  attempts to
reduce  the risk of such  losses to itself  and to the  companies  from which it
licenses  technology  through  warranty  disclaimers  and  liability  limitation
clauses  in its  license  agreements.  V-ONE  may  not  have  obtained  adequate
contractual  protection  in all  instances  or where  otherwise  required  under
agreements V-ONE has entered into with others.  In addition,  these measures may
not be effective in limiting V-ONE's liability to end users and to the companies
from which V-ONE licenses  technology.  V-ONE currently has liability insurance.
However,  V-ONE's  insurance  coverage  may  not be  adequate  and  any  product
liability claim against V-ONE for damages resulting from security breaches could
be substantial.  In addition,  a  well-publicized  actual or perceived  security
breach could adversely  affect V-ONE's customer  relationships  and the market's
perception of security products in general or V-ONE's products in particular.

      RISK OF DEVELOPMENT  DELAYS COULD AFFECT V-ONE'S  ABILITY TO MEET DELIVERY
SCHEDULES.

      V-ONE may experience delays in software  development  triggered by factors
such as  insufficient  staffing  or the  unavailability  of  development-related
software,  hardware or  technologies.  Further,  when  developing  new  software
products, V-ONE's schedules may be altered as a result of changes to the product
specifications  in  response  to  customer  requirements,  market  developments,
performance problems or V-ONE-initiated changes. In the past, alterations to the
in-process  development  of a  product  have  caused  delays  in  the  product's
development  schedule  and have  adversely  affected  V-ONE's  ability to timely
provide enhancements for the product. When developing complex software products,
the technology  market may shift during the development  cycle,  requiring V-ONE
either to enhance or change a product's specifications. All of these factors may
cause a product to enter the market behind schedule,  which may adversely affect

                                       4


market acceptance of the product or place it at a disadvantage to a competitor's
product that has already  gained  market share or market  acceptance  during the
delay.

      RISKS RELATING TO EVOLVING  DISTRIBUTION  CHANNELS COULD HINDER  MARKETING
INITIATIVES.

      V-ONE  relies  on its  direct  sales  force and its  channel  distribution
strategy for the sale and marketing of its products. V-ONE's sales and marketing
organization  may be unable to  successfully  compete against the more extensive
and  well-funded  sales and  marketing  operations of certain of its current and
future competitors.  V-ONE's  distribution  strategy involves the development of
relationships   with   resellers   and   international   distributors   and  the
implementation  of strategic  partnering  initiatives to enable V-ONE to achieve
broad market  penetration.  However,  V-ONE may be unable to complete  strategic
partnering  initiatives  or continue to attract  integrators  and resellers that
will be able to market V-ONE's  products  effectively and that will be qualified
to provide timely and cost-effective  customer support and service.  V-ONE ships
products to  distributors,  integrators  and  resellers on receipt of a purchase
order, and its distributors, integrators and resellers generally carry competing
product lines. Current distributors,  integrators and resellers may not continue
to  represent  V-ONE's  products.  The  inability  to  recruit,  or the loss of,
important sales personnel,  distributors,  integrators or resellers could hinder
V-ONE's  marketing  initiatives  and  its  ability  to  achieve  broader  market
penetration.

      RISKS  ASSOCIATED  WITH LONG  SALES  CYCLE  MAKE IT  DIFFICULT  TO PREDICT
RESULTS.

      The sales  cycle  associated  with  V-ONE's  products  is lengthy due to a
number of significant risks over which V-ONE has little or no control.  While it
varies from sale to sale,  the average  length of V-ONE's sales cycle can be six
months or more.  As a result,  V-ONE  finds it  difficult  to predict  quarterly
results, and order backlog, if any, at the beginning of any period may represent
only a small portion of that period's expected  revenues.  As a result,  product
revenues  in any period will be  substantially  dependent  on orders  booked and
registered in that period.

      MARKET VOLATILITY COULD AFFECT V-ONE'S STOCK PRICE.

      The market price of V-ONE's  Common Stock could be subject to  significant
fluctuations in response to variations in quarterly  operating results and other
factors,  such as  announcements of new products by V-ONE or its competitors and
changes in financial estimates by securities analysts or other events. Moreover,
the stock  market  has  experienced  extreme  volatility  that has  particularly
affected the market prices of equity securities of many technology companies and
that has often been unrelated and disproportionate to the operating  performance
of such companies.  Broad market  fluctuations,  as well as economic  conditions
generally and in the software  industry  specifically,  may adversely affect the
market price of V-ONE's Common Stock.

      V-ONE DEPENDS ON KEY PERSONNEL WHO WOULD BE DIFFICULT TO REPLACE.

      V-ONE's success  depends,  to a large extent,  upon the performance of its
senior  management and its technical,  sales and marketing  personnel.  There is
intense  competition  in the  software  security  industry  to hire  and  retain
qualified personnel. V-ONE's success will depend upon its ability to retain and,
if necessary,  hire  additional key personnel.  The loss of key personnel or the
inability  to  attract  additional  qualified  personnel  could  materially  and
adversely affect V-ONE's results of operations and product development  efforts.
V-ONE has entered into an employment  agreement  with  Margaret E. Grayson,  its
President  and  Chief  Executive  Officer,  that  provides  for  fixed  terms of
employment.   However,  V-ONE  has  not  historically  provided  such  types  of
employment agreements to its other employees. This practice may adversely affect
V-ONE's  ability to attract and retain the necessary  technical,  management and
other key personnel.

                       WHERE YOU CAN FIND MORE INFORMATION

      A Registration Statement on Form S-2 ("Registration  Statement") under the
Securities Act of 1933 relating to the securities offered by this prospectus has
been filed by V-ONE with the SEC in  Washington,  DC. This  prospectus  does not
contain all of the information set forth in the  Registration  Statement and its
exhibits and schedules.  Some financial and other information  relating to V-ONE
is contained in the documents  indicated below under  "Incorporation  of Certain

                                       5


Documents by Reference."  This  information is not presented in this prospectus.
For further information with respect to V-ONE and the securities offered by this
prospectus,  reference  is made to such  Registration  Statement,  exhibits  and
schedules.

      Statements contained in this prospectus as to the contents of any contract
or other  document  summarize  only the material  terms and  provisions  of such
contracts or other documents. In each instance, reference is made to the copy of
such contract or other document filed as exhibits to the Registration Statement,
each such statement being qualified in all respects by such reference.

      Copies of the  Registration  Statement may be inspected  without charge or
may be obtained from the SEC upon the payment of certain fees  prescribed by the
SEC at the public reference facilities  maintained by the SEC in Washington,  DC
at Judiciary Plaza, 450 Fifth Street, NW, Washington, DC.

      V-ONE is  subject  to the  informational  requirements  of the  Securities
Exchange  Act  of  1934.  Accordingly,   V-ONE  files  periodic  reports,  proxy
statements and other  information  with the SEC. Such reports,  proxy statements
and other information  concerning V-ONE may be inspected or copied at the public
reference facilities at the SEC located at 450 Fifth Street, NW, Washington,  DC
20549. Information on the operation of the Public Reference Room may be obtained
by calling the SEC at  1-800-SEC-0330.  Copies of such documents can be obtained
at the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington,  DC
20549,  at prescribed  rates or by reference to V-ONE on the SEC's Worldwide Web
page (http://www.sec.gov).

                    DOCUMENTS DELIVERED WITH THIS PROSPECTUS

      This  prospectus is accompanied by a copy of V-ONE's Annual Report on Form
10-K for the fiscal year ended  December 31, 2003 and  Quarterly  Report on Form
10-Q  for  the  quarter  ended  September  30,  2004.  The  information  in this
prospectus should be read together with the accompanying reports.

                                       6


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents,  which have been filed by V-ONE with the SEC, are
incorporated in this prospectus by reference:

      (1)  V-ONE's  Annual  Report on Form 10-K for the year ended  December 31,
           2003;

      (2)  V-ONE's Quarterly Report on Form 10-Q for the quarter ended March 31,
           2004;

      (3)  V-ONE's  Quarterly Report on Form 10-Q for the quarter ended June 30,
           2004;

      (4)  V-ONE's Current Report on Form 8-K filed March 5, 2004;

      (5)  V-ONE's Current Report on Form 8-K filed May 20, 2004;

      (6)  V-ONE's Current Report on Form 8-K filed August 11, 2004

      (7)  V-ONE's Current Report on Form 8-K filed September 29, 2004;

      (8)  V-ONE's Current Report on Form 8-K filed November 15, 2004;

      (9)  V-ONE's Quarterly Report on Form 10-Q for the quarter ended September
           30, 2004 filed November 15, 2004;

      (10) V-ONE's  Quarterly  Report  on  Form  10-Q/A  for the  quarter  ended
           September 30, 2004 filed December 20, 2004;

      (11) V-ONE's  Quarterly  Report  on  Form  10-Q/A  for the  quarter  ended
           September 30, 2004 filed December 22, 2004; and

      (12) All other reports  filed by V-ONE  pursuant to Section 13(a) or 15(d)
           of the Securities Exchange Act of 1934 since December 31, 2003.

      V-ONE will provide  without charge to each person to whom this  prospectus
is delivered,  including any beneficial  owner, upon the written or oral request
of such  person,  a copy of any or all of the  foregoing  documents  referred to
above that have been  incorporated  in this prospectus by reference but have not
been  delivered  with this  prospectus.  Exhibits to such  documents will not be
provided (unless such exhibits are  specifically  incorporated by reference into
the information that this prospectus incorporates).  Requests for such documents
should be directed to: V-ONE Corporation,  20300 Century  Boulevard,  Suite 200,
Germantown,  Maryland 20874, Attention: Margaret E. Grayson, President and Chief
Executive Officer. Ms. Grayson's telephone number is (301) 515-5246.

                              SELLING STOCKHOLDERS

      In the closing of the private  placement  of the 7% Notes on February  27,
2004,  V-ONE  granted  registration  rights  to the  purchasers  of the 7% Notes
whereby  V-ONE is  obligated,  in certain  instances,  to register the shares of
Common  Stock  issuable  upon  conversion  of the 7% Notes and  exercise  of the
warrants granted in connection with the offering of the 7% Notes. For a detailed
description  of the terms of the 7% Notes and warrants,  refer to the discussion
of "7% Subordinated  Convertible Notes" in the Description of Securities section
of this prospectus on page 12.

      The  following  table  sets  forth the names of the  stockholders  selling
shares of Common  Stock in this  offering,  the number of shares of Common Stock
beneficially owned by each selling  stockholder as of September 30, 2004 (except
as noted below) and the number of shares of Common Stock that may be offered for
sale pursuant to this prospectus by each such selling stockholder.

      The selling  stockholders  own their  shares  either in the form of (i) 7%
Notes  convertible  into  shares of Common  Stock or (ii)  warrants  to purchase
shares of Common Stock. In some instances,  the shares offered  pursuant to this
prospectus  may be sold by the  pledgees,  donees  or  transferees  of or  other
successors in interest to the selling  stockholders.  Except as set forth below,
none of the selling stockholders has held any position, office or other material
relationship  with V-ONE or any of its  affiliates  within the past three  years
other  than as a result of the  transaction  that  results in its  ownership  of
shares of Common Stock.

                                       7


      The shares may be offered  from time to time by the  selling  stockholders
named below.  However,  the selling stockholders are under no obligation to sell
all or any portion of such shares, nor are the selling stockholders obligated to
sell any such shares immediately pursuant to the Registration Statement. Because
the selling  stockholders may sell all or part of their shares,  no estimate can
be given as to the  number of shares  of Common  Stock  that will be held by any
selling stockholder after termination of any offering made by this prospectus.




                                                                       COMMON STOCK BENEFICIALLY
                                                                         OWNED AFTER OFFERING IF
                                                                 ALL OFFERED SHARES ARE SOLD (1)
                                                                 -------------------------------
                                      SHARES OF COMMON
                                            STOCK        
                                        BENEFICIALLY     COMMON STOCK                PERCENT OF 
NAME OF SELLING                        OWNED PRIOR TO       OFFERED       NUMBER     OUTSTANDING
STOCKHOLDER                               OFFERING         HEREBY(2)     OF SHARES     SHARES   
-------------------------------------------------------------------------------------------------
                                                                            
Aaron Lehmann                                   100,000      100,000         0            *

Ari J. Fuchs                                      2,500        2,500         0            *

Brad Reifler                                      2,187        2,187         0            *

Burnham Hill Holdings LLC(3)                    187,500      187,500         0            *

Chris Kamberis                                  100,000      100,000         0            *

Congregation Mishkan Sholom(4)                  250,000      250,000         0          1.1%

Daniel H. Schneiderman(5)                        38,750       38,750         0            *

David Wiener Revocable Trust-96(6)              125,000      125,000         0            *

Eric B. Eisenberg                               100,000       75,000      25,000          *

Glenn D. Porter                                   5,000        5,000         0            *

Hilary Bergman                                    21,87        2,187         0            *

H. C. Wainwright & Co., Inc.                    191,625      191,625(7)      0            *


Iroquois Capital, LP(8)                         500,000      500,000         0          2.1%

James H. Caplan                                 200,000      150,000      50,000          *

James R. Kuster(9)                              125,000      125,000         0            *

Jason Adelman                                    14,376       14,376         0            *

Jeffrey Haltman & Donna Haltman                 125,000      125,000         0            *
JTWROS

Jimmie L. Sundstrom                             177,937      177,937         0            *

John R. Clarke                                   10,000       10,000         0            *

John Jay Gebhardt(10)                           125,000      125,000         0            *

Jonathan Spencer & Joni Spencer                 125,000      125,000         0            *

Jordan Berlin                                    10,000       10,000         0            *

Kennebec Resources Inc.(11)                     260,000      260,000         0          1.1%

Leo Flotron                                     250,000      250,000         0          1.1%

                                               8




                                                                       COMMON STOCK BENEFICIALLY
                                                                         OWNED AFTER OFFERING IF
                                                                 ALL OFFERED SHARES ARE SOLD (1)
                                                                 -------------------------------
                                      SHARES OF COMMON
                                            STOCK        
                                        BENEFICIALLY     COMMON STOCK                PERCENT OF 
NAME OF SELLING                        OWNED PRIOR TO       OFFERED       NUMBER     OUTSTANDING
STOCKHOLDER                               OFFERING         HEREBY(2)     OF SHARES     SHARES   
-------------------------------------------------------------------------------------------------
                                                                            
Lon E. Bell                                     250,000      250,000         0          1.1%

Marital Trust GST Subject u/w/o                 250,000      250,000         0          1.1%
Leopold Salkind(12)

Mark A. Quinn(13)                               100,075      100,000        75            *

Mark Capital LLC(14)                            250,000      250,000         0          1.1%

Matthew Balk                                     25,000       25,000         0            *

Nicholas Castronuovo Jr.                        100,000      100,000         0            *

Northbar Capital, Inc.(15)                      125,000      125,000         0            *

Patricia A. Buchauer                             62,500       62,500         0            *

Richard K. Abbe                                 350,000      350,000         0          1.5%

Richard Reiss                                   352,500      300,000      52,500        1.5%

Robert J. Neborsky, MD, Inc.(16)                125,000      125,000         0            *
Combination Retirement Trust

Robert L. Hermanos                              125,000      125,000         0            *

Robert Nathan(17)                               252,937      252,937         0          1.1%

Scot Cohen                                      400,000      400,000         0          1.7%

Sherbrooke PTNRS LLC(18)                        187,500      187,500         0            *

Vertical Ventures, LLC(19)                      375,000      375,000         0          1.6%

WEC Partners LLC(20)                            250,000      250,000         0          1.1%

Wilson Craig                                    150,000      150,000         0            *

-------------------
*     Less than 1%.

(1)   Assumes the sale of all shares.

(2)   Unless otherwise  indicated,  consists of shares issuable upon the conversion of 7% Notes
      and the exercise of detachable  warrants.  Does not include  shares  payable as estimated
      accrued interest on the 7% Notes.

(3)   The managing  member of Burnham Hill Holdings LLC is Cass Gunther  Adelman.  Burnham Hill
      Holdings LLC is a broker dealer affiliate.

(4)   The Chief Financial Officer of Congregation Mishkan Sholom is Menachem Lipskier,  who has
      sole voting and dispositive power over the shares held by Congregation Mishkan Sholom.

                                               9


(5)   A broker-dealer affiliate.

(6)   The trustee of the David Wiener Revocable Trust - 96 is David Wiener.

(7)   Consists of shares  issuable upon the exercise of warrants  granted to placement agent in
      connection with the 7% Notes offering.

(8)   The General Partner of Iroquois Capital LP is Joshua Silverman.

(9)   A broker-dealer affiliate.

(10)  A broker-dealer affiliate.

(11)  The chief executive officer of Kennebec Resources,  Inc. is Richard Solomon, who has sole
      voting and dispositive power over the shares held by of Kennebec Resources, Inc.

(12)  The trustee of the Marital Trust GST Subject u/w/o Leopold Salkind is Gene Salkind, MD.

(13)  A broker-dealer affiliate.

(14)  The managing member of Mark Capital LLC is Evan M. Levine.

(15)  The Vice  President  of Northbar  Capital,  Inc.  is Jared Shaw,  who has sole voting and
      dispositive power over the shares held by Northbar Capital, Inc.

(16)  The trustee of the Robert J. Neborsky, MD, Inc. Combination Retirement Trust is Robert J.
      Neborsky, MD.

(17)  A broker-dealer affiliate.

(18)  The sole  managing  partner of Sherbrooke  PTNRS LLC is Matthew Balk,  who is employed by
      Burnham Hill Holdings LLC, a division of Pali Capital, Inc., a registered broker dealer.

(19)  The Managing Partner of Vertical Ventures, LLC is Joshua Silverman.

(20)  The  managing  members of WEC  Partners  LLC are Ethan  Benovitz,  Daniel  Saks and Jaime
      Hartman,  who share equally the voting and dispositive  power over the shares held by WEC
      Partners LLC.


      From time to time, the selling stockholders may transfer,  pledge,  donate
or assign their shares to lenders,  family members and others and upon acquiring
the shares, such persons will be deemed to be selling  stockholders for purposes
of this  prospectus.  The  number of shares  beneficially  owned by the  selling
stockholders who so transfer,  pledge,  donate or assign shares will decrease as
and when  they take such  actions.  The plan of  distribution  for  shares  sold
hereunder  will  otherwise  remain  unchanged,   except  that  the  transferees,
pledgees, donees or other successors will be selling stockholders hereunder.

                                 USE OF PROCEEDS

      There  will be no  proceeds  to V-ONE  from the sale of the  shares by the
selling  stockholders.  Any proceeds from the sales of Common Stock  received by
the selling stockholders will be retained by the selling stockholders.

      V-ONE  will  pay  substantially  all  of  the  expenses  incident  to  the
registration,  offering  and  sale  of the  shares  to  the  public  other  than
commissions  or  discounts  of  underwriters,  broker-dealers  or agents and the
expenses of counsel to the selling stockholders.  Such expenses are estimated to
be  approximately  $33,000.  V-ONE has also  agreed  to  indemnify  the  selling
stockholders  against  certain  liabilities,  including  liabilities  under  the
Securities Act of 1933.

                                       10


                              PLAN OF DISTRIBUTION

      The shares are being  offered on behalf of the selling  stockholders,  and
V-ONE will not receive any proceeds from this  offering.  See "Use of Proceeds."
The  shares  may be  sold or  distributed  from  time  to  time  by the  selling
stockholders,  or by pledgees,  donees or tranferees of, or other  successors in
interest  to,  the  selling  stockholders,  directly  to one or more  purchasers
(including  pledgees) or through  brokers,  dealers or underwriters  who may act
solely  as  agents  or may  acquire  shares  as  principals,  at  market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices, at negotiated prices, or at fixed prices, which may be changed.

      The  distribution  of the  shares  may be  effected  in one or more of the
following methods:

      o  ordinary brokers' transactions, which may include long or short sales

      o  transactions  involving cross or block trades or otherwise on the "Pink
         Sheets" or on any other stock exchange or trading facility on which the
         Common Stock may be trading

      o  purchases by brokers,  dealers or underwriters as principals and resale
         by such purchasers for their own accounts pursuant to this prospectus

      o  "at the market" to or through market makers or into an existing  market
         for the Common Stock

      o  in other  ways not  involving  market  makers  or  established  trading
         markets, including direct sales to purchasers or sales effected through
         agents

      o  through  transactions in options,  swaps or other derivatives  (whether
         exchange-listed or otherwise) or

      o  any  combination  of the foregoing,  or by any other legally  available
         means.

      In addition,  the selling stockholders or their successors in interest may
enter into  hedging  transactions  with  broker-dealers  who may engage in short
sales of shares of Common  Stock in the course of  hedging  the  positions  they
assume  with  the  selling  stockholders.  The  selling  stockholders  or  their
successors  in interest may also enter into options or other  transactions  with
broker-dealers  that require the delivery by such  broker-dealers of the shares.
Those shares may be resold thereafter pursuant to this prospectus.

      In addition, the selling stockholders from time to time may sell short the
Common Stock of V-ONE.  In such  instances,  this prospectus may be delivered in
connection  with such short sales and the shares may be used to cover such short
sales.  Any or all of the  sales  or other  transactions  involving  the  shares
described above may be made pursuant to this prospectus, whether effected by the
selling stockholders,  any broker-dealer or others. In addition, any shares that
qualify for sale  pursuant to Rule 144 under the  Securities  Act of 1933 may be
sold under Rule 144 rather than pursuant to this prospectus. The shares may also
be offered in one or more underwritten  offerings,  on a firm commitment or best
efforts basis.

      Brokers, dealers, underwriters or agents participating in the distribution
of the shares as agents may  receive  compensation  in the form of  commissions,
discounts or concessions from the selling  stockholders and/or purchasers of the
shares for whom such  broker-dealers  may act as agent, or to whom they may sell
as principal, or both. The compensation as to a particular  broker-dealer may be
less than or in excess of customary  commissions.  The selling  stockholders and
any  broker-dealers  who act in connection with the sale of shares hereunder may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
and any  commissions  they  receive  and  proceeds  of any sale of shares may be
deemed to be underwriting  discounts and commissions under the Securities Act of
1933.  Neither  V-ONE nor any selling  stockholder  can  presently  estimate the
amount of such compensation. V-ONE knows of no existing arrangements between any
selling stockholder and any other stockholder,  broker,  dealer,  underwriter or
agent relating to the sale or distribution of the shares.

      Under applicable rules and regulations  under the Securities  Exchange Act
of  1934,  any  person  engaged  in the  distribution  of  the  shares  may  not
simultaneously engage in market making activities with respect to V-ONE's Common

                                       11


Stock  for a  period  of one  business  day  prior to the  commencement  of such
distribution  and ending upon such person's  completion of  participation in the
distribution,   subject  to  certain   exceptions   for  passive  market  making
transactions.  In  addition  and without  limiting  the  foregoing,  the selling
stockholders will be subject to applicable provisions of the Securities Exchange
Act of  1934  and the  rules  and  regulations  thereunder,  including,  without
limitation, Regulation M, which provisions may limit the timing of purchases and
sales of shares of Common Stock by the selling stockholders.

      At the time a particular  offer of shares is made, to the extent required,
a supplemental  prospectus will be distributed that will set forth the number of
shares being  offered and the terms of the offering  including the name or names
of the  selling  stockholders  and any  underwriters,  dealers  or  agents,  the
purchase price paid by an underwriter for the shares  purchased from the selling
stockholders and any discounts,  concessions or commissions allowed or reallowed
or paid to dealers.

      In order to comply with the securities laws of some states, if applicable,
the shares may be sold in such jurisdictions only through registered or licensed
brokers or dealers.

                            DESCRIPTION OF SECURITIES

GENERAL

      V-ONE is  authorized  to issue up to  75,000,000  shares of Common  Stock,
$0.001 par value per share, and 13,333,333 shares of preferred stock, $0.001 par
value per share.

      The following  summary of certain  provisions of V-ONE's  Common Stock and
preferred stock contains only the material  provisions of V-ONE's capital stock,
the  complete  provisions  of which may be found in and are  subject  to V-ONE's
Restated Certificate of Incorporation and Restated Bylaws and are subject to the
provisions of applicable law.

COMMON STOCK

      As of November  15,  2004,  there were  15,642,555  shares of Common Stock
outstanding that were held of record by approximately 226 stockholders.

      The holders of Common  Stock are  entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. Dividends, if any,
may be declared by the Board of Directors out of funds legally available for the
payment of dividends. Dividends may be paid in cash, in property or in shares of
capital stock. In the event of any voluntary or involuntary  liquidation,  sale,
or  winding  up of V-ONE,  the  holders of Common  Stock are  entitled  to share
ratably in all assets remaining after payment of liabilities, including, but not
limited to,  notes of V-ONE,  and  liquidation  preferences  of any  outstanding
shares of preferred stock.  Holders of Common Stock have no preemptive rights to
subscribe for any of V-ONE's  securities or rights to convert their Common Stock
into any other  securities.  There are no redemption or sinking fund  provisions
applicable to the Common Stock.

PREFERRED STOCK

      V-ONE's  Board of Directors  has the  authority to issue up to  13,333,333
shares  of  preferred  stock  in one or  more  series  and  to fix  the  rights,
preferences,  privileges and restrictions  thereof,  including  dividend rights,
conversion rights, voting rights, terms of redemption,  liquidation  preferences
and the  number of shares  constituting  any series or the  designation  of such
series,  without any further  vote or action by  shareholders.  The  issuance of
preferred  stock  may have the  effect of  delaying  or  preventing  a change in
control of V-ONE.  V-ONE currently has 42,904 shares of Series C Preferred Stock
("Series C Shares")  outstanding  and  1,510,500  shares of Series D Convertible
Preferred Stock ("Series D Shares") outstanding.

                                       12


      Series C Preferred Stock
      ------------------------

      On  September  9,  1999,   V-ONE  issued   335,000  Series  C  Shares  and
non-detachable  warrants to purchase 3,350,000 shares of Common Stock ("Series C
Warrants").  Each  Series C Share was issued with a Series C Warrant to purchase
ten shares of Common Stock. The Series C Warrants were  immediately  exercisable
at a price of $2.625 per share and remain exercisable until 90 days after all of
the  Series C Shares  have been  redeemed  and the  shares of the  Common  Stock
underlying  the Series C Warrants have been  registered  for resale.  On May 14,
2004,  V-ONE  effected  a 1:2  reverse  stock  split  modifying  the  number  of
non-detachable warrants to 1,675,000 and the exercise price to $5.25 per share.

      The Series C Shares bear  cumulative  compounding  dividends  at an annual
rate of 10.0% for the first  five  years,  12.5% for the sixth year and 15.0% in
and after the seventh year.  The dividends may be paid in cash, or at the option
of V-ONE,  in shares of  registered  Common  Stock.  The Series C Shares are not
convertible  and rank  senior  to the  Common  Stock  and  Series D Shares as to
payment of dividends and distributions of assets upon  liquidation,  dissolution
or  winding  up of V-ONE.  Holders  of the  Series C Shares  are  entitled  to a
liquidation preference of $26.25 per share. There are no sinking fund provisions
applicable to the Series C Shares.

      At least 51.0% of the outstanding  Series C Shares must vote affirmatively
as a separate class for (i) the voluntary liquidation, dissolution or winding up
of V-ONE,  (ii) the  issuance of any  securities  senior to the Series C Shares,
(iii) the  declaration  or payment of a cash  dividend on all junior  stocks and
(iv) certain  amendments to V-ONE's  Certificate  of  Incorporation  and Bylaws.
Prior to the  exercise of the Series C Warrants,  the holders of Series C Shares
are entitled to ten common votes for each Series C Share on all matters on which
common stockholders are entitled to vote, except in connection with the election
of the Board of Directors.  As long as at least 51.0% of the Series C Shares are
outstanding,  the holders  shall have the right to elect one director to V-ONE's
Board of Directors.

      V-ONE has the right to redeem the outstanding Series C Shares in whole (i)
at any time after the third  anniversary  of the  issuance  date,  (ii) upon the
closing of an  underwritten  public  offering  in excess of $20 million and at a
price in excess of $6.50 per share or (iii)  prior to the third  anniversary  of
the issuance  date if the average  closing bid price of the Common Stock for any
20 trading days during any 30 trading days ending within five trading days prior
to the  date of  notice  of  redemption  is at  least  $3.9375  per  share.  The
redemption  price will be paid in cash in full and will be equal to the  greater
of $52.50 per share (giving  effect to V-ONE's 1:2 reverse stock split  effected
on May 14, 2004) or the fair market value of each Series C Share plus all unpaid
dividends.

      At any time after all of the Series C Warrants  have been  exercised  by a
holder,  that holder shall have the right to require  V-ONE to redeem all of its
then outstanding  Series C Shares.  The redemption price for each Series C Share
is $52.50 per share (giving  effect to V-ONE's 1:2 reverse stock split  effected
on May 14, 2004) plus all unpaid dividends and is payable at the option of V-ONE
in either cash or shares of Common Stock.

      Series D Convertible Preferred Stock
      ------------------------------------

      On  February  14,  2001,  V-ONE  issued  3,675,000  Series  D  Shares  and
detachable  warrants  to  purchase  735,000  shares of Common  Stock  ("Series D
Warrants"). The Series D Shares were sold in units, with each unit consisting of
five  Series D Shares  and a Series D Warrant  to  purchase  one share of Common
Stock.  The Series D Warrants were exercisable at a price of $2.29 per share and
were exercisable through February 14, 2004.

      The Series D Shares bear  cumulative  compounding  dividends  at an annual
rate of 10.0% for the first  five  years,  12.5% for the sixth year and 15.0% in
and after the seventh year.  The dividends may be paid in cash, or at the option
of  V-ONE,  in  shares of  registered  Common  Stock.  The  Series D Shares  are
convertible  at any time into shares of Common  Stock at the initial  conversion
price of $1.91 and the  initial  conversion  ratio of one Series D Share for one
share of  Common  Stock.  Both the  conversion  price and  conversion  ratio are
subject to equitable adjustment for stock splits, stock dividends, combinations,
and similar  transactions,  and in the event V-ONE issues shares of Common Stock
at a purchase  price less than the then  current  conversion  price.  On May 14,
2004, V-ONE effected a 1:2 reverse stock split modifying the conversion price to
$3.82 per share. The Series D Shares will be automatically converted into Common
Stock  upon the  closing of an  underwritten  public  offering  in excess of $20
million and at a price in excess of $3.00 per share

                                       13


      The  Series D Shares  rank  senior to the  Common  Stock and junior to the
Series C Shares as to payment  of  dividends  and  distribution  of assets  upon
liquidation,  dissolution or winding up of V-ONE. Holders of the Series D Shares
are entitled to a liquidation  preference equal to the greater of (i) $1.91 plus
any unpaid accrued  preferred  dividends and (ii) the dollar value per share for
the Series D Shares  that a holder of such  shares  would have been  entitled to
receive had such shares been  converted into Common Stock  immediately  prior to
the  liquidation,  dissolution  or winding up of V-ONE.  On May 14, 2004,  V-ONE
effected a 1:2 reverse stock split modifying the  liquidation  preference to the
greater of $3.82 plus any unpaid accrued preferred dividends and (ii) the dollar
value per share for the Series D Shares that a holder of such shares  would have
been  entitled  to receive  had such shares  been  converted  into Common  Stock
immediately prior to the liquidation,  dissolution or winding up of V-ONE. There
are no sinking fund provisions applicable to the Series D Shares.

      Except as to matters  addressed in the next  sentence,  the holders of the
Series D Shares have the right to vote that number of shares equal to the number
of shares of Common Stock  issuable upon the conversion of their Series D Shares
and vote  together  with the holders of Common Stock as a single  class.  For so
long as at least 51.0% of the number of Series D Shares  outstanding on February
14, 2001 remains outstanding,  the affirmative vote or consent of the holders of
at  least  51.0% of the then  outstanding  number  of  Series D  Shares,  voting
separately  as  a  class,  is  required  for  (i)  the  voluntary   liquidation,
dissolution or winding up of V-ONE,  (ii) the issuance of any securities  senior
to or on parity with the Series D Shares,  (iii) the declaration or payment of a
cash  dividend  on all junior  stocks  and (iv)  certain  amendments  to V-ONE's
Certificate of Incorporation and Bylaws.

      V-ONE has the right to redeem the outstanding  Series D Shares in whole at
any time after February 14, 2004.  The redemption  price will be paid in cash in
full and be the  greater  of $1.91  per share or the fair  market  value of each
Series D Share plus all unpaid dividends.  On May 14, 2004, V-ONE effected a 1:2
reverse stock split  modifying the  redemption  price to be the greater of $3.82
per  share  or the fair  market  value of each  Series D Share  plus all  unpaid
dividends.

      Beginning  on  February  14,  2007,  and for each of the next three  years
thereafter,  the  holders of Series D Shares will have the  cumulative  right to
require V-ONE to redeem  annually up to one-fourth of the Series D Shares issued
by V-ONE to each such holder.  The redemption  right can be settled  through the
issuance of Common Stock, at the option of V-ONE.  The redemption price for each
Series D Share is $1.91 per share plus all unpaid  dividends.  On May 14,  2004,
V-ONE effected a 1:2 reverse stock split modifying the redemption price for each
Series D Share to be $3.82 per share plus all unpaid dividends.

      Dividends Payable on Preferred Stock
      ------------------------------------

      The table below  addresses the effect that certain future  fluctuations in
the  market  price of V-ONE  Common  Stock  will have on the number of shares of
Common Stock payable as dividends on the Series C and Series D Shares.



------------------------------------------------------------------------------------------------
                                                Number of Shares of Common Stock
                                             Payable as Dividends on Preferred Stock
                                  --------------------------------------------------------------
                                   Market Price
                     Dividends     at November    25% Decrease    50% Decrease      75% Decrease
                      Accrued       15, 2004         $0.06          $0.04                 $0.02
                                      $0.08 
------------------------------------------------------------------------------------------------
                                                                      
Outstanding
Series C             $1,856,347     23,204,338     30,939,117      46,408,675        92,817,350
Preferred Stock
------------------------------------------------------------------------------------------------
Outstanding
Series D             $2,608,318     32,603,975     43,471,967      65,207,950       130,415,900
Preferred Stock
------------------------------------------------------------------------------------------------

                                               14


      8% Secured Convertible Notes
      ----------------------------

      In closings on July 23 and 26 and August 2, 2002,  V-ONE issued 8% Secured
Convertible  Notes  ("8%  Notes")  with  detachable  warrants  for an  aggregate
principal amount of $1,188,000. The 8% Notes mature 180 days after issuance with
an additional  180-day  extension  available at the option of the Company or the
holders.  The rate of interest  payable during such extension of the 8% Notes is
10% per  annum.  All of the 8% Notes  have  been  converted  to shares of common
stock.

      In connection with the 8% Notes offering, V-ONE issued detachable warrants
to purchase 1,188,000 shares of Common Stock to provide 100% warrant coverage to
the holders of the 8% Notes. The initial exercise price of the warrants is $0.50
per share and they are  exercisable  for a period  beginning  six  months  after
issuance  and ending  five years  after  issuance.  V-ONE will have the right to
require the exercise of the warrants if the closing  sales price of V-ONE Common
Stock is equal to or greater than $6.00 per share (giving  effect to V-ONE's 1:2
reverse  stock split  effected on May 14, 2004) for any  consecutive  20 trading
days and the shares of Common Stock underlying the warrants have been registered
under the Securities Act of 1933.

      The exercise  price and number of shares of Common Stock to be issued upon
exercise of the  warrants are subject to  equitable  adjustment  in the event of
stock dividends,  stock splits and similar events affecting the Common Stock. In
addition,  if V-ONE  issues  any  shares of  Common  Stock or  equivalents  at a
purchase  price less than the then  current  market price of the Common Stock or
the warrant  exercise price, the exercise price will be equitably  reduced,  and
number of shares of Common  Stock to be issued  upon  exercise  of the  warrants
adjusted accordingly.

      Also in connection with the 8% Notes offering,  V-ONE granted  warrants to
purchase a total of 336,750  shares of Common Stock to Joseph  Gunnar & Co., LLC
and LaSalle St. Securities, LLC, placement agent and subagent, respectively, for
the 8% Notes offering. The terms of the placement agent warrants mirror those of
the detachable warrants granted in connection with the 8% Notes offering.

      In connection  with its efforts to raise capital,  V-ONE agreed in January
2003 to adjust the exercise  price of the  warrants  from $.50 per share to $.15
per share.  On May 14, 2004,  V-ONE effected a 1:2 reverse stock split modifying
the exercise price to $.30 per share and the number of shares of Common Stock to
452,977.  As of September 30, 2004, there were warrants  outstanding to purchase
905,954 shares of Common Stock.

      7% Subordinated Convertible Notes
      ---------------------------------

      In  a  closing  on  February  27,  2004,   V-ONE  issued  7%  Subordinated
Convertible  Notes ("7% Notes") with warrants for an aggregate  principal amount
of $1,200,000,  resulting in net proceeds to V-ONE of  $1,065,690.  The 7% Notes
mature on  February  27,  2009.  Interest at the rate of 7% per annum is payable
semi-annually  at the option of V-ONE in cash or in shares of Common Stock.  The
7% Notes rank  senior to the Common  Stock and junior to the Series C Shares and
Series D Shares as to the payment of dividends and as to  distribution of assets
upon  liquidation,  dissolution  or  winding  up of  V-ONE.  So long as at least
$500,000 of the principal amount of the 7% Notes is outstanding, the affirmative
vote of the  holders  of at least  75% of the  principal  amount of the 7% Notes
outstanding is required to issue any securities that rank senior to or on parity
with the 7% Notes.

      Under the original  terms of the 7% Notes,  the holders  could convert the
principal amount of their 7% Notes, in whole or in part, at any time into shares
of Common Stock at a conversion price of $0.20 per share. On May 14, 2004, V-ONE
effected a 1:2 reverse stock split  modifying the original  conversion  price of
the 7% Notes to $0.40 per share.  In  addition,  subject to certain  terms,  the
principal  amount of the 7% Notes plus all  accrued  and unpaid  interest  shall
automatically convert into shares of Common Stock at the then current conversion
price on the earlier of (i)  February  27, 2009 and (ii) the first date which is
at least 180 days  following the effective  date of the  Registration  Statement
providing for the resale of the shares of Common Stock issuable upon  conversion
of the 7% Notes that the closing bid price of V-ONE Common Stock  exceeds  $1.00
for a period of 20 consecutive  trading days. On May 14, 2004,  V-ONE effected a
1:2 reverse stock split modifying the closing bid price to $2.00 per share.

      An event of  default  will  occur  if  V-ONE  fails to make any  principal
payment  under the 7% Notes,  V-ONE  fails to make any  interest  payment  for a
period of five days after such  payment is due,  V-ONE  fails to timely file the
Registration  Statement  providing  for the resale of the shares of Common Stock
issuable upon  conversion of the 7% Notes or the  Registration  Statement is not
declared  effective  by the SEC  within  180  days of  February  27,  2004,  the
effectiveness  of  the  Registration   Statement  lapses  for  a  period  of  20
consecutive  trading  days,  or upon the  occurrence  of other  default  events,
including,  but not limited to, an assignment  for the benefit of creditors,  an
application for the appointment of a trustee or receiver or the  commencement of
a  bankruptcy  proceeding.  In such events of default,  the 7% Note  holders may
demand that the Company pay interest on the outstanding principal balance of the
7% Notes at the lesser of 12% and the  maximum  applicable  legal rate per annum
from the date of the event of  default  until  such  default  is cured.  If such
events of default continue, the 7% Note holders may at their option, (i) declare
the entire unpaid principal  balance of the 7% Notes,  together with accrued and
unpaid interest,  due and payable,  (ii) demand that the principal amount of the
7% Notes  then  outstanding  and all  accrued  and  unpaid  interest  thereon be
converted into shares of Common Stock,  or (iii)  exercise or otherwise  enforce
any one or more of their rights under the 7% Notes and related agreements.

      Upon the  occurrence  of certain  events of default  and other  triggering
events, a 7% Note holder shall have the right to require V-ONE to prepay in cash
all or a portion  of the  holder's  7% Note at 120% of the  aggregate  principal
amount of the 7% Note, plus all accrued and unpaid interest.  Similar provisions
apply if V-ONE cannot fully convert a 7% Note into shares of  registered  Common
Stock  upon the  receipt  of a proper  conversion  notice  from the  holder.  In
addition,   in  the  event  of  a  major  corporate   transaction  such  as  the
consolidation, merger or other business combination of V-ONE into another entity
or a sale or  transfer  of more than 50% of V-ONE's  assets,  the 7% Note holder
shall have the right to require  V-ONE to prepay in cash all or a portion of the
holder's 7% Note at 100% of the aggregate  principal amount of the 7% Note, plus
all  accrued  and  unpaid  interest.  If  the  major  corporate  transaction  is
consummated  within  six  months  of  the  issuance  of the 7%  Note,  then  the
prepayment  shall be at 110% of the aggregate  principal  amount of the 7% Note,
plus all  accrued  and  unpaid  interest.  Also,  beginning  one year  after the
issuance of the 7% Notes, V-ONE may prepay any portion or all of the outstanding
principal  balance of the 7% Notes together with all accrued and unpaid interest
at 110% of the aggregate  principal  amount of the 7% Notes plus any accrued and
unpaid interest.

      For twelve  months after the  issuance of the 7% Notes,  each holder shall
have a right of first  refusal to purchase  its pro rata portion of V-ONE Common
Stock (or any securities  convertible,  exercisable or exchangeable  into Common
Stock)  offered to a third party in a private  transaction  on the same terms as
those offered to the third party, other than in certain permitted financings. If
a holder  elects not to exercise its right of first  refusal,  the other holders

                                       15


may  participate on a pro rata basis. If the holders do not  participate,  V-ONE
may proceed with the transaction with the third party.

      In connection with the 7% Notes offering, V-ONE issued detachable warrants
to purchase 6,000,000 shares of Common Stock to the holders of the 7% Notes. The
warrants are  exercisable  beginning on August 27, 2004 at an exercise  price of
$0.25 per share and expire on August 27, 2008. On May 14, 2004, V-ONE effected a
1:2 reverse  stock split  reducing  the number of shares  purchasable  under the
warrants to 3,000,000 and increasing the exercise price to $0.50.  Beginning 180
days after the  effective  date of a  Registration  Statement  providing for the
resale of the shares of Common Stock  issuable  upon  conversion of the 7% Notes
and exercise of the  warrants,  V-ONE may call up to 100% of the warrants if the
per share  market  value of its Common  Stock has been  greater than $0.75 for a
period of 20  consecutive  trading  days by issuing a call notice to the warrant
holders. On May 14, 2004, V-ONE effected a 1:2 reverse stock split modifying the
per share market value required for a call of the warrants to $1.50.  The rights
and privileges granted to a warrant holder with respect to the shares subject to
the call notice shall expire on the twentieth day after the holder  receives the
call notice if the holder does not exercise the warrant.  If the holder does not
exercise  the  warrant,  V-ONE shall  remit to the warrant  holder (i) $0.01 per
share subject to the call notice and (ii) a new warrant  representing the number
of shares of Common Stock, if any, which were not subject to the call notice.

      The exercise  price and number of shares of Common Stock to be issued upon
conversion of the 7% Notes and exercise of the warrants are subject to equitable
adjustment  in the event of stock  dividends,  stock  splits and similar  events
affecting  the Common Stock.  In addition,  if V-ONE issues any shares of Common
Stock or equivalents  at a purchase price less than the then current  conversion
price for the 7% Notes or  warrant  exercise  price,  the  conversion  price and
warrant exercise price will be equitably reduced, and number of shares of Common
Stock to be issued upon  conversion of the 7% Notes and exercise of the warrants
adjusted  accordingly.  However,  in no event  shall the  conversion  price,  or
exercise price in the event of the issuance of V-ONE securities at less than the
current  warrant  exercise price, be less than $0.15 per share. On May 14, 2004,
V-ONE effected a 1:2 reverse stock split modifying the minimum warrant  exercise
price to $0.30 per share.

      Also in connection with the 7% Notes offering,  V-ONE granted  warrants to
purchase up to a total of 1,260,000 shares of Common Stock to H.C.  Wainwright &
Co., Inc.,  placement agent for the 7% Notes offering.  As a result of the stock
split  effected in May 2004,  the shares that may be  purchased  under  warrants
issued to H.C.  Wainwright  & Co.,  Inc.  have been  reduced  to  630,000.  H.C.
Wainwright & Co. transferred warrants to purchase 438,375 shares of Common Stock
to certain of its employees who are listed in the table of selling stockholders
in the Selling  Stockholders  section of this  prospectus on pages 8-10. None of
the H.C. Wainwright  employees acquired such shares to be resold in the ordinary
course  of  business  or  had  any  agreements  or  understanding,  directly  or
indirectly, to distribute such shares at the time of distribution. The placement
agent warrants  contain a cashless  exercise  provision.  The other terms of the
placement agent warrants mirror those of the warrants granted in connection with
the 7% Notes offering.

      The merger agreement for the Company's anticipated merger with SteelCloud,
Inc. required that the Company's outstanding 7% Notes be cancelled and converted
into the right to receive  specified merger  consideration  and that all related
note instruments be terminated  without any obligation of the 7% Note holders or
the Company. In contemplation of the merger, the Company and the 7% Note holders
executed agreements  effecting the note cancellation,  which agreements provided
that the note cancellation  would be void if the merger was not consummated.  On
September 28, 2004, the Company and SteelCloud  terminated the merger  agreement
and consequently, the Company's 7% Notes remain outstanding.

      As of  September  30,  2004,  the  Company is in  default on the  interest
payable on the 7% Notes in the amount of $42,000.  The 7% Note  holders have not
made any formal  claims for  payment  and the  Company  currently  is seeking an
extension of time for the payment of interest.

      The 7% Notes  also  provide  that the  Company  will be in  default if the
Registration  Statement  providing  for the  resale of  shares  of Common  Stock
issuable upon  conversion  of the 7% Notes is not declared  effective by the SEC
within 180 days of February 27, 2004. The Company timely filed the  Registration
Statement;  however,  due  to  unanticipated  circumstances,   the  Registration
Statement was not declared  effective by the SEC within 180 days of February 27,
2004.

      In such events of default, the 7% Note holders may demand that the Company
pay interest on the outstanding  principal balance of the 7% Notes at the lesser
of 12% and the  maximum  applicable  legal  rate per annum  from the date of the
event of  default  until  such  default  is cured.  If such  events  of  default
continue, the 7% Note holders may at their option, (i) declare the entire unpaid

                                       16


principal  balance of the 7% Notes,  together with accrued and unpaid  interest,
due and  payable,  (ii)  demand that the  principal  amount of the 7% Notes then
outstanding and all accrued and unpaid interest thereon be converted into shares
of Common Stock, or (iii) exercise or otherwise enforce any one or more of their
rights under the 7% Notes and related  agreements.  The 7% Note holders have not
made any such demands or declarations.

      In addition, because the Registration Statement was not declared effective
by the SEC within 180 days of February 27, 2004, the 7% Note holders may require
the  Company to prepay in cash all or a portion of the 7% Notes at a price equal
to 120% of the aggregate  principal amount of the 7% Notes, plus all accrued and
unpaid  interest.  The 7% Note  holders  have  not  made  any  such  demands  or
declarations.

      Upon  issuance of the 7% Notes,  the Company  recorded a debt  discount of
approximately  $1,200,000 in accordance with the accounting  requirements  for a
beneficial  conversion  feature  on the 7% Notes.  The debt  discount  was to be
amortized over the 5 year term of the notes  indicated by the stated  redemption
date.  Since the 7% Notes are in default,  the  holders,  may, at their  option,
declare  the entire  unpaid  principal  balance of the 7% Notes,  together  with
accrued and unpaid interest, due and payable. As a result of the default, the 7%
Notes no longer have a stated redemption date and the Company is now required to
amortize  the debt  discount  over the period  from the date of  issuance to the
earliest  conversion  date.  Therefore,  the Company has amortized the remaining
debt discount to interest expense as of the date of the default.

      During the three and nine months ended  September  30,  2004,  the Company
amortized  $1,118,302  and  $1,200,000  of the  discount  to  interest  expense,
respectively,  related  to the 7%  Notes.  Additionally,  the  Company  recorded
$21,467 in accrued interest expense for the third quarter of 2004.

      V-ONE has granted  registration  rights to the  purchasers of the Series C
and  Series D Shares  and the 7% and 8% Notes  whereby  V-ONE is  obligated,  in
certain  instances,  to  register  the  shares of  Common  Stock  issuable  upon
conversion  of the  Series D  Shares  and 7% and 8% Notes  and  exercise  of the
warrants attached to the Series C and Series D Shares and 7% and 8% Notes.

                                       17


                                  LEGAL MATTERS

      Certain legal matters with respect to the issuance of the shares of Common
Stock offered by this  prospectus have been passed upon for V-ONE by Kirkpatrick
& Lockhart LLP, 1800 Massachusetts Avenue, NW, Washington, DC 20036.

                                     EXPERTS

      The  financial  statements  and schedule of V-ONE at December 31, 2003 and
2002, appearing in V-ONE's Annual Report (Form 10-K) for the year ended December
31, 2003, have been audited by Aronson & Company,  independent  auditors, as set
forth  in  their  report  thereon  (which  contains  an  explanatory   paragraph
describing  conditions that raise  substantial doubt about the Company's ability
to  continue  as a  going  concern  as  described  in  Note 2 to  the  financial
statements) included therein and incorporated herein by reference. The financial
statements  and  schedule of  V-ONE for  the year  ended  December 31, 2001 have
been  audited by Ernst & Young LLP,  independent  registered  public  accounting
firm,  as set forth in their  report  thereon  (which  contains  an  explanatory
paragraph describing conditions that raise substantial doubt about the Company's
ability to continue as a going  concern as described in Note 2 to the  financial
statements)  included  therein  and  incorporated  herein  by  reference.   Such
financial  statements  and  schedules  are  incorporated  herein by reference in
reliance  upon such reports  given on the  authority of such firms as experts in
accounting and auditing.

                                       18


No dealer, salesperson or any other person is authorized to give any information
or to make any  representations in connection with this prospectus and, if given
or made, such information or  representations  must not be relied upon as having
been  authorized by V-ONE.  This prospectus does not constitute an offer to sell
or a  solicitation  of an offer to buy any  security  other than the  securities
offered by this prospectus, or an offer to sell or a solicitation of an offer to
buy any  securities  by  anyone  in any  jurisdiction  in  which  such  offer or
solicitation  is not authorized or is unlawful.  The delivery of this prospectus
shall not, under any circumstances,  create any implication that the information
herein is correct as of any time subsequent to the date of this prospectus.

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


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

V-ONE CORPORATION..............................................................2
RISK FACTORS...................................................................2
WHERE YOU CAN FIND MORE INFORMATION............................................5
DOCUMENTS DELIVERED WITH THIS PROSPECTUS.......................................6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................7
SELLING STOCKHOLDERS...........................................................7
USE OF PROCEEDS...............................................................10
PLAN OF DISTRIBUTION..........................................................11
DESCRIPTION OF SECURITIES.....................................................12
LEGAL MATTERS.................................................................18
EXPERTS.......................................................................18


                                7,680,000 Shares





                                V-ONE Corporation
                                -----------------





                                  COMMON STOCK






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

                                   PROSPECTUS

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






                             ________________, 2005



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

      The  following  table sets forth the  expenses  expected to be incurred by
V-ONE Corporation  ("V-ONE") in connection with the sale and distribution of the
shares of Common Stock being registered.  With the exception of the registration
fee, all amounts shown are estimates.

           SEC registration fee.........................         $671.41
           Printing and engraving expenses..............        2,000.00
           Legal fees and expenses .....................
                                                               20,000.00
           Accounting fees and expenses.................        7,500.00
           Miscellaneous fees and expenses..............        3,000.00
                                                             -----------
                   Total................................      $33,171.41
                                                             ===========

Item 15.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General  Corporation Law, as amended ("DGCL"),
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that the person is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection  with such action,  suit or proceeding,  if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe the
person's  conduct was unlawful.  Section 145 further provides that a corporation
similarly may indemnify any such person  serving in any such capacity who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor, against expenses (including attorneys' fees) actually and
reasonably  incurred in connection with the defense or settlement of such action
or suit if the person acted in good faith and in a manner the person  reasonably
believed to be in or not opposed to the best  interests of the  corporation  and
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the  court  in which  such  action  or suit was  brought  shall  determine  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses that the Court of Chancery or such other court shall
deem proper.

      Article Ninth of V-ONE's Amended and Restated Certificate of Incorporation
provides  that V-ONE 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 V-ONE 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 V-ONE,  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 V-ONE's  Amended  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
(hereinafter a "proceeding") by reason of the fact that he is or was a director,
officer,  agent or employee of V-ONE,  shall be indemnified and held harmless by



V-ONE to the  fullest  extent  authorized  by DGCL,  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  nor  held  harmless  in  violation  of the
provisions   set  forth  in  V-ONE's   Amended  and  Restated   Certificate   of
Incorporation;  and no director, officer, agent or employee shall be indemnified
nor held harmless by V-ONE unless:

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

      (ii)     In all other cases,  his/her  conduct was at least not opposed to
               the best  interests  of V-ONE nor in violation of the Amended and
               Restated  Certificate of  Incorporation,  Bylaws or any agreement
               entered into by V-ONE; and

      (iii)    In the case of any criminal proceeding,  he/she had no reasonable
               cause to believe that his/her conduct was unlawful.

Item 16.   Exhibits.

      Number        Description of Exhibit
      ------        ----------------------
      5             Opinion of Kirkpatrick & Lockhart LLP (3)
      10.1          Note and Warrant Purchase Agreement dated as of February 27,
                    2004 (1)
      10.2          Registration Rights Agreement dated as of February 27, 2004
                    (1)
      10.3          Form of Subordinated Convertible Note dated February 27,
                    2004 (2)
      10.4          Form of Warrant to Purchase Shares of Common Stock dated
                    February 27, 2004(2)
      23.1          Consent of Aronson & Company
      23.2          Consent of Ernst & Young LLP
      23.3          Consent of Kirkpatrick & Lockhart LLP (included in Exhibit
                    5) (3)
      24            Power of Attorney (3)

      (1) The  information  required by this exhibit is  incorporated  herein by
reference to V-ONE's Form 8-K dated March 5, 2004.

      (2) The  information  required by this exhibit is  incorporated  herein by
reference to V-ONE's Form 10-K for the fiscal year ended December 31, 2003.

      (3) Previously filed.

Item 17.   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;

                                      II-2


                (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 Commission  pursuant to Rule 424(b) 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;

                (iii)  To include any material  information  with respect to the
                       plan of  distribution  not  previously  disclosed  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 the purpose 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 post-effective  amendment
      any  of  the  securities  being  registered  which  remain  unsold  at the
      termination of the offering.

      (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 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.

                                      II-3


                                   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-2 and has duly caused this  Amendment  to the
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of  Germantown,  State of Maryland,  on January 7,
2005.


                                      V-ONE CORPORATION


                                      By:  /s/ Margaret E. Grayson
                                           -------------------------------------
                                           Margaret E. Grayson
                                           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 and on the dates indicated.



SIGNATURE                                TITLE                        DATE
---------                                -----                        ----

                                      President,
/s/ Margaret E. Grayson        Chief Executive Officer,
-------------------------    Principal Financial Officer,       January 7, 2005
Margaret E. Grayson          Principal Accounting Officer
                                     and Director



/s/ Molly G. Bayley
-------------------------
Molly G. Bayley*                      Director                  January 7, 2005



/s/ Heidi B. Heiden
-------------------------
Heidi B. Heiden*                      Director                  January 7, 2005




/s/ William E. Odom
-------------------------
William E. Odom*                      Director                  January 7, 2005


*Signatures affixed by Margaret E. Grayson, attorney in fact.

                                      II-4


                                  EXHIBIT INDEX

      Number        Description of Exhibit
      ------        ----------------------
      5             Opinion of Kirkpatrick & Lockhart LLP (3)
      10.1          Note and Warrant Purchase Agreement dated as of February 27,
                    2004 (1)
      10.2          Registration Rights Agreement dated as of February 27,
                    2004 (1)
      10.3          Form of Subordinated Convertible Note dated February 27,
                    2004 (2)
      10.4          Form of Warrant to Purchase Shares of Common Stock dated
                    February 27, 2004 (2)
      23.1          Consent of Aronson & Company
      23.2          Consent of Ernst & Young LLP
      23.3          Consent of Kirkpatrick & Lockhart LLP (included in Exhibit
                    5)(3)
      24            Power of Attorney (3)


      (1) The  information  required by this exhibit is  incorporated  herein by
reference to V-ONE's Form 8-K dated March 5, 2004.

      (2) The  information  required by this exhibit is  incorporated  herein by
reference to V-ONE's Form 10-K for the fiscal year ended December 31, 2003.

      (3) Previously filed.

                                      II-5