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

                                   FORM 10-K/A
                                 Amendment No. 1

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 2001
                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number 0-27742

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

          California                                            95-3891600
 ---------------------------                             ----------------------
 (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

     3131 Jay Street, Santa Clara                                 95054
     ----------------------------                               ---------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (408) 855-6000

              Securities registered under Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_  No ___

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [ ]

         The aggregate  market value of voting stock held by  non-affiliates  of
the  Registrant,  based upon the closing sale price of the Common Stock on March
27,  2002,  as  reported  by  the  Nasdaq  National  Market,  was  approximately
$36,828,000.

         Shares of Common  Stock held by each  officer and  director and by each
person who owns 5% or more of the  outstanding  Common Stock,  based on Schedule
13G filings, have been excluded from the computation in that such persons may be
deemed  to be  affiliates.  This  determination  of  affiliate  status  is not a
conclusive determination for other purposes.

         As of March 27, 2002, there were 33,035,017  shares of the Registrant's
Common Stock outstanding.
<PAGE>

EXPLANATORY NOTE

This amendment to Cylink  Corporation's  Annual Report on Form 10-K for the year
ended December 31, 2001 which was filed with the Securities  Exchange Commission
on April  1,  2002 is being  filed  to  include  a  revised  Exhibit  Index  and
corresponding exhibits. No further changes have been made to the Form 10-K.


                                INDEX TO EXHIBITS

Exhibit Number             Description of Exhibit
--------------             ----------------------

     3.1                   Amended and Restated Articles of Incorporation of the
                           Company. (1)

     3.1.1                 Certificate  of  Amendment  of Amended  and  Restated
                           Articles of  Incorporation  of the Company  effective
                           February 13, 1996.

     3.1.2                 Certificate  of  Amendment  of Amended  and  Restated
                           Articles of  Incorporation  of the Company  effective
                           October 12, 2000.

     3.2                   Bylaws of the Company, as amended. (1)

     3.2.1                 Certificate of Amendment of the Bylaws of the Company
                           effective October 26, 1995.

     3.2.2                 Certificate of Amendment of the Bylaws of the Company
                           effective December 13, 1995.

     10.1                  Form of Indemnification Agreement between the Company
                           and each of its officers and directors. (1) (2)

     10.2                  Amended and Restated Employment Agreement between the
                           Company and William C.  Crowell  dated  September  1,
                           2001. (2)

     10.3                  Amended and Restated  Executive  Retention  Agreement
                           between the Company and Robert B. Fougner dated April
                           1, 2002;  Telecommuting Agreement between the Company
                           and Robert B. Fougner dated April 1, 2002; Consultant
                           Agreement  between the Company and Robert B.  Fougner
                           dated April 1, 2002. (2)

     10.4                  Employment  Agreement  between the Company and Philip
                           Breeden dated July 23, 2001. (2)

     10.5                  Employment  Agreement between the Company and Richard
                           F. Walsh dated March 13,  2000;  First  Amendment  to
                           Employment  Agreement between the Company and Richard
                           F. Walsh dated January 1, 2002. (2)

     10.6                  Employment  Agreement  between  the  Company  and  R.
                           Christopher Chillingworth dated November 6, 2000. (2)

     10.7                  Employment  Agreement between the Company and Patrick
                           K. Reilly  dated April 30, 2001;  First  Amendment to
                           Employment  Agreement between the Company and Patrick
                           K. Reilly dated January 1, 2002. (2)

     10.8                  Employment  Agreement  between the Company and Pamela
                           E. Drew dated  December 1, 2000;  First  Amendment to
                           Employment  Agreement  between the Company and Pamela
                           E. Drew dated January 1, 2002. (2)


<PAGE>


     10.9                  Registrant's Amended and Restated 1994 Flexible Stock
                           Plan. (2)(3)

     10.10                 Lease dated May 10, 1999  by and between  Orchard Jay
                           Investors, LLC and David J. Brown as Landlord and the
                           Company, as tenant, as amended August 5, 1999.

     10.11                 Cylink/ARL   1997  Stock  Option  Plan  and  form  of
                           agreement.(2)

     10.12                 ATM Technology Center 2000 Stock Option Plan.(2)(3)

     10.13                 2001 Non-Qualified Stock Incentive Plan.(2)(3)

     21.1                  Subsidiaries of the Company.

     23.1                  Consent of Deloitte & Touche LLP.

-----------------------------
(1) Incorporated by reference from the Company's  Registration Statement on Form
S-1 Registration Number 33-80719, effective February 15, 1996.

(2) Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this report on Form 10-K pursuant to Item 14(a).

(3) Incorporated by reference from the Company's  Registration Statement on Form
S-8 Registration Number 333-70242, filed September 26, 2001.


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section l3 or l5(d) of the Securities  Exchange
Act of l934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                               CYLINK CORPORATION


Date: October 30, 2002         /s/ Robert B. Fougner
                               -------------------------------------------------
                               Robert B. Fougner
                               Vice President, and General Counsel and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 Signature                                      Title                            Date
--------------------------------------------   ----------------------------------------  ----------------------
<S>                                            <C>                                           <C>
                     *                         President, Chief Executive Officer            October 30, 2002
        ---------------------------            (Principal Executive Officer)
            William P. Crowell

                     *                         Vice President of Finance and Chief           October 30, 2002
        ---------------------------            Financial Officer (Principal Financial
       R. Christopher Chillingworth            and Accounting Officer

                     *                         Director                                      October 30, 2002
        ---------------------------
              Leo A. Guthart

                     *                         Director                                      October 30, 2002
        ---------------------------
               Paul Gauvreau

                     *                         Director                                      October 30, 2002
        ---------------------------
             William W. Harris

                     *                         Director                                      October 30, 2002
        ---------------------------
             Howard L. Morgan


*By:   /s/ Robert B. Fougner
       -------------------------------------
         Robert B. Fougner, Attorney-in-Fact
</TABLE>


<PAGE>

                                  CERTIFICATION

I, William P. Crowell, certify that:

    1. I have reviewed this annual report on Form 10-K/A of Cylink Corporation;

    2. Based on my  knowledge,  this  annual  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this annual report; and

    3. Based on my knowledge,  the  financial  statements,  and other  financial
    information  included in this annual report,  fairly present in all material
    respects the financial  condition,  results of operations  and cash flows of
    the registrant as of, and for, the periods presented in this annual report.


                                              By: /s/ William P. Crowell
                                                  ---------------------------
                                                  William P. Crowell
                                                  Chief Executive Officer

Date: October 30, 2002


<PAGE>

                                  CERTIFICATION

I, R. Christopher Chillingworth, certify that:

    1. I have reviewed this annual report on Form 10-K/A of Cylink Corporation;

    2. Based on my  knowledge,  this  annual  report does not contain any untrue
    statement of a material fact or omit to state a material  fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this annual report; and

    3. Based on my knowledge,  the  financial  statements,  and other  financial
    information  included in this annual report,  fairly present in all material
    respects the financial  condition,  results of operations  and cash flows of
    the registrant as of, and for, the periods presented in this annual report.


                                            By: /s/ R. Christopher Chillingworth
                                                --------------------------------
                                                R. Christopher Chillingworth
                                                Chief Financial Officer

Date: October 30, 2002