EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                                V-ONE CORPORATION

                             AS OF FEBRUARY 6, 1997


                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS


         Section 1.1 PLACES OF MEETINGS.  All meetings of the shareholders shall
be held at such place,  either within or without the State of Delaware,  as from
time to time may be fixed by the Board of Directors.

         Section 1.2 ANNUAL MEETING.  The annual meeting of the shareholders for
the election of Directors  and  transaction  of such other  business as may come
before the  meeting  shall be held at such date and time as shall be  designated
from  time to time by the Board of  Directors  and  stated in the  notice of the
meeting.  Unless  otherwise  designated  by the Board of  Directors,  the annual
meeting shall be held on the first Friday of the month of June.

         Section 1.3 SPECIAL MEETINGS. A special meeting of the shareholders for
any  purpose  or  purposes  may be  called at any time by the  President  or the
Chairman of the Board or a majority of the Board of Directors as  prescribed  by
statute.

         Section 1.4 NOTICE OF MEETINGS. Written notice of all meetings shall be
given,  stating the place,  date,  and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the  Corporation may be examined.  The notice of a meeting shall
in all instances  state the purpose or purposes for which the meeting is called.
If  any  action  is  proposed  to  be  taken  which  would,  if  taken,  entitle
stockholders  to receive  payment for their  shares of stock,  the notice  shall
include a statement  of that  purpose and to that  effect.  Except as  otherwise
provided by the General Corporation Law of the State of Delaware,  a copy of the
notice  of  any  meeting  shall  be  given,  personally  or by  telex,  telefax,
telephone, telegraph or postal mail, not less than ten days nor more than sixty

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days before the date of the meeting,  unless the lapse of the prescribed  period
of time shall have been waived,  and directed to each  stockholder at his record
address or at such other address  which he/she may have  furnished by request in
writing to the Secretary of the  Corporation.  Notice by mail shall be deemed to
be given when deposited,  with postage thereon  prepaid,  in the U.S. mail. If a
meeting is adjourned to another time, not more than thirty days hence, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at the  meeting,  it shall not be  necessary  to give  notice  of the  adjourned
meeting.  Notice  need not be given to any  stockholder  who  submits  a written
waiver of notice by him/her before or after the time stated therein.  Attendance
of a person at a meeting of stockholders  shall constitute a waiver of notice of
such  meeting,  except  when the  stockholder  attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to  be  transacted  at,  nor  the  purpose  of,  any  meeting  of  the
stockholders need be specified in any written waiver of notice.

         Section  1.5 QUORUM.  Any number of  shareholders  together  holding at
least a  majority  of the  outstanding  shares  of stock  entitled  to vote with
respect  to the  business  to be  transacted,  who shall be present in person or
represented by proxy at any meeting duly called,  shall  constitute a quorum for
the  transaction of business.  If less than quorum shall be in attendance at the
time for which a meeting  shall have been  called,  the meeting may be adjourned
from time to time by a majority of the  shareholders  present or  represented by
proxy without notice other than by announcement at the meeting.

         Section  1.6  PROXIES  AND VOTING.  Each  shareholder  shall,  at every
meeting of the  shareholders,  be entitled to one vote in person or by proxy for
each share of capital stock having voting power held by such  shareholder  as of
the record date set for the meeting.  All action  requiring  the approval of the
shareholders  shall be  authorized  by a majority of the votes cast except where
the General  Corporation  Laws of the State of Delaware  prescribes  a different
percentage  of votes  and/or a  different  exercise of voting  power;  provided,
however,  that  directors  shall be elected by a  plurality  of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  A proxy shall be authorized by an instrument
in  writing,  dated and signed by the  shareholder  entitled to vote or his duly
authorized  attorney-in-fact.  The original or a facsimile of the proxy shall be
filed with the  Secretary.  All  voting may be taken  either by voice vote or by
written ballots, except where otherwise required by law. No proxy shall be voted
after three years from its date, unless the proxy provides for a longer period.

         Section 1.7 INSPECTORS AND JUDGES.  The person presiding at any meeting
of  shareholders  may, but need not,  appoint one or more  inspectors or judges.
Each inspector or judge,  if any,  before entering upon the discharge of his/her
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector or judge at such meeting with strict impartiality and according to the
best of his/her ability.  The inspectors or judges,  if any, shall determine the

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number of shares of stock  outstanding  and the voting power of each, the shares
of stock represented at the meeting, the existence of a quorum, the validity and
effect of  proxies,  and shall  receive  votes,  ballots or  consents,  hear and
determine all challenges and questions  arising in connection  with the right to
vote, count and tabulate all votes,  ballots or consents,  determine the result,
and do such acts as are proper to conduct the election or vote with  fairness to
all  shareholders.  On request  of the  person  presiding  at the  meeting,  the
inspector  or  inspectors  or judge or  judges,  if any,  shall make a report in
writing of any challenge,  question or matter  determined by him/her or them and
execute a certificate of any fact found by him/her or them.

         Section 1.8 WRITTEN CONSENT. Any action required or permitted by law to
be taken at a  shareholders'  meeting  may be taken  without a meeting,  without
action by the Board of Directors,  without prior notice,  and without a vote, if
consents  in writing  setting  forth the  action are signed by all  shareholders
entitled to vote upon the action.  Written consents,  in order to be valid, must
be delivered by postal mail or telefax to the Secretary of the  Corporation  for
inclusion  in the  minutes or filing in the  corporate  minutes.  Every  written
consent shall bear the signature of each  shareholder  who makes the consent and
the date upon which the consent was signed.


                                   ARTICLE II.

                                    DIRECTORS

         Section  2.1  POWERS OF  DIRECTORS.  The  business  and  affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors,  which  shall  exercise  all  powers  of the  Corporation,  except as
otherwise expressly provided by law, the Certificate of Incorporation,  or these
Bylaws.

          Section 2.2 NUMBER OF DIRECTORS.  The number of Directors  which shall
constitute the Board of Directors shall be not more than seven.  The first Board
of Directors  shall consist of the  following  three  Directors:  James F. Chen,
Charles Chen, and H.H. Cheng. Thereafter, within the limits specified above, the
number of Directors  shall be determined by resolution of the Board of Directors
at the annual meeting.

         Section 2.3 ELECTION OF DIRECTORS.  Directors  shall be elected at each
annual  meeting of  shareholders  to succeed  those  Directors  whose terms have
expired and to fill any  vacancies  then  existing.  Directors  shall hold their
offices  for terms of one year and  until  their  successors  are  elected  on a
staggered  basis as  provided  for in the Amended and  Restated  Certificate  of
Incorporation.

         Section  2.4  ADVANCE  NOTICE  OF  NOMINATION  OF  DIRECTORS.  Unless a
Director is nominated by a member of the Board of Directors,  no person shall be
nominated or elected as a Director  unless the Board receives  written notice of
his  nomination  not less than 120 calendar  days in advance of the  anniversary
date of the Corporation's previous year's annual meeting of stockholders.

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         Section 2.5 NEWLY CREATED  DIRECTORSHIPS  AND VACANCIES.  Newly created
directorships  resulting from an increase in the authorized  number of Directors
shall be filled by vote of a majority of the Directors  then in office and shall
be  distributed  among the three  classes  of  Directors  so that,  as nearly as
possible, each class will consist of an equal number of Directors.  Vacancies in
the Board of Directors  however  occurring  shall be filled by a majority of the
Directors  then in office,  although less than a quorum,  or by a sole remaining
Director.  A Director  chosen to fill a vacancy shall have the same term as that
Director's predecessor.

         Section 2.6 REMOVAL AND  RESIGNATION  OF  DIRECTORS.  Directors  may be
removed  from  office  only for cause at a  meeting  called  expressly  for that
purpose  by the vote of  shareholders  holding  not less than 67% of the  shares
entitled to vote at an election of  Directors  or by a vote of a majority of the
Directors.  Directors  may  resign  at  any  time  upon  written  notice  to the
Corporation.  Such resignation  shall become effective upon receipt and need not
be accepted by the Board to become effective.

                                  ARTICLE III.

                          BOARD OF DIRECTORS' MEETINGS

         Section  3.1  REGULAR  MEETINGS.  The  first  meeting  of the  Board of
Directors  shall be held at such time and place as shall be fixed by the vote of
the  shareholders  at the annual  meeting and no notice of such meeting shall be
necessary to the newly  elected  Directors in order  legally to  constitute  the
meeting, provided a quorum shall be present, or it may convene at such place and
time as  shall  be  fixed  by the  consent  in  writing  of all  the  Directors.
Thereafter regular meetings of the Board of Directors shall be held at such time
and place as the Board of Directors shall from time to time determine. No notice
shall be required for any such regular meetings.

         Section  3.2  SPECIAL  MEETINGS.  Special  meetings  of  the  Board  of
Directors, or the reconvening of any regular meeting, may be called by one-third
of the Directors  then in office,  or by the President or Chairman of the Board,
by giving:  (1) no less than one day's  actual  notice to each  Director by oral
communication,  computer e-mail, telegram, telefax or telex; or (2) no less than
10 days' notice to each Director by registered letter.

         Section 3.3  PARTICIPATION  IN MEETINGS  BY  TELEPHONE.  Members of the
Board of Directors,  or any Committee  thereof,  may  participate in meetings by
means of conference  telephone or similar  communications  equipment by means of
which all persons participating in the meeting can hear each other and be heard.

         Section 3.4 UNANIMOUS WRITTEN CONSENT. Any action required or permitted
to be taken  at any  meeting  of the  Board of  Directors,  or of any  Committee
thereof,  may be taken  without a  meeting  if all the  members  of the Board of
Directors  or Committee  consent  thereto in writing and the writing is filed in
the minute book of the Corporation.

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         Section 3.5 QUORUM.  Except as otherwise  provided in these  Bylaws,  a
majority  of  the  Directors  in  office  shall  constitute  a  quorum  for  the
transaction of business,  and the vote of a majority of the Directors present at
any  meeting  at  which a quorum  is  present  shall be the act of the  Board of
Directors.  If a quorum  shall fail to attend any  meeting,  a majority of those
Directors present may adjourn and reconvene the meeting at another place,  date,
or time,  without  further notice other than an  announcement  at the originally
scheduled meeting.

         Section 3.6 CONDUCT OF BUSINESS.  The Board of Directors shall have the
authority to make, and from time to time to alter,  amend and supplement,  rules
of conduct for its own  meetings.  Any Director  shall have the right to put any
item on the agenda of any meeting of the Board of Directors.


                                   ARTICLE IV.

                                   COMMITTEES

         Section  4.1  ESTABLISHMENT.  The  Board of  Directors,  by  resolution
adopted by a majority  of the number of  Directors  fixed by these  Bylaws,  may
establish such Committees of the Board as it may deem  advisable,  consisting of
not less  than two  Directors;  and the  members,  terms and  authority  of such
Committees  shall be as set  forth in the  resolutions  establishing  the  same;
provided,  however,  no Committee of the Board of Directors shall have the power
to (1) amend the Certificate of Incorporation;  (2) adopt an agreement of merger
or consolidation;  (3) recommend to the shareholders the sale, lease or exchange
of all or substantially  all of the Corporation's  assets;  (4) recommend to the
shareholders a dissolution of the  Corporation or a revocation of a dissolution;
(5) amend the Bylaws of the Corporation;  (6) declare a dividend;  (7) authorize
the  issuance of stock;  (8) change the number of Directors or fill a vacancy in
the Board of Directors or in any  Committee;  or (9) perform any other  function
prohibited by law.  Persons who are not directors may attend and  participate in
Committee  meetings in an advisory  capacity at the invitation of the Committee,
but they may not vote.

         The Board of Directors  may  establish  rules and  regulations  for the
conduct of the  proceedings of any Committee and may appoint the chairman of the
Committee  and a  secretary  of the  Committee.  To the extent that the Board of
Directors does not exercise these powers of  appointment,  they may be exercised
by the  Committee,  subject to the power of the Board of Directors to change the
Committee's action. Each Committee may be terminated at the will of the Board of
Directors.

         Section 4.2  MEETINGS.  Regular and special  meetings of any  Committee
established  pursuant to this Article may be called and held subject to the same
requirements  with respect to time,  place and notice as are  specified in these
Bylaws for regular and special meetings of the Board of Directors.

         Section  4.3 QUORUM AND MANNER OF ACTING.  A majority of the members of
any  Committee  serving at the time of any meeting  thereof  shall  constitute a
quorum for the transaction of business at such meeting. The action of a majority
of those  members  present at a  Committee  meeting at which a quorum is present
shall constitute the act of the Committee.

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         Section 4.4 TERM OF OFFICE.  Members of any Committee  shall be elected
as above  provided  and shall hold office so long as they serve as  Directors or
until  their  successors  are  elected by the Board of  Directors  or until such
Committee is dissolved by the Board of Directors.

         Section 4.5  RESIGNATION  AND  REMOVAL.  Any member of a Committee  may
resign at any time by giving written  notice of the member's  intention to do so
to the President, the Chairman of the Board or the Secretary of the Corporation,
or may be removed,  with or without cause, at any time by such vote of the Board
of Directors as would suffice for the member's election.

         Section 4.6 VACANCIES.  Any vacancy occurring in a Committee  resulting
from any cause  whatever  may be filled by a majority of the number of Directors
fixed by these Bylaws or by a majority of the remaining Committee members.


                                   ARTICLE V.

                                    OFFICERS

         Section 5.1 GENERAL. The executive officers of the Corporation shall be
chosen by the Board of Directors  and shall be a Chairman of the Board and Chief
Executive   Officer,   a  President,   a  Treasurer,   a  Secretary,   and  such
Vice-Presidents as the Board of Directors may from time to time determine. Other
offices may be  established  by the Board of  Directors  from time to time.  Any
number of offices may be held by the same  person.  Any number of offices may be
left temporarily vacant at the option of the Board of Directors. The officers of
the  Corporation  shall be  reaffirmed  or replaced at the first  meeting of the
Board of Directors subsequent to each annual meeting of shareholders, unless the
Board of Directors  determines,  upon  appointing an officer,  that he/she shall
serve for a different  term.  All  executive  officers  have a right to act as a
second signatory on contracts when such a second signature is required by law.

         Section 5.2  CHAIRMAN  OF THE BOARD AND CHIEF  EXECUTIVE  OFFICER.  The
Chairman of the Board and Chief Executive  Officer shall preside at all meetings
of the  shareholders  and the Board of Directors,  shall see that all orders and
resolutions  of the Board of Directors  are carried into effect,  and shall have
general active  management of the business of the Corporation.  Except where, by
law, the signature of the  President is required,  the Chairman of the Board and
Chief  Executive  Officer  shall possess the same power as the President to sign
all certificates,  contracts, and other instruments of the Corporation which may
be authorized by the Board of Directors.

         Section 5.3 PRESIDENT. The President, in the absence of the Chairman of
the Board and Chief  Executive  Officer,  shall  preside at all  meetings of the
shareholders  and of the Board of  Directors,  shall  have  general  and  active
management of the business of the Corporation, and shall see that all orders and
resolutions  of the Board of Directors  are carried into effect.  The  President
shall  have  authority  to sign all  stock  certificates,  contracts  and  other
instruments of the Corporation, and to affix the seal of the Corporation to such
documents.  The President has the authority to delegate portions of his power to
one or more Vice Presidents. The President shall perform such other functions as
the Board of Directors may from time to time require.

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         Section 5.4 CHIEF OPERATING OFFICER.  The Chief Operating Officer shall
perform such functions as the Board of Directors may from time to time require.

         Section 5.5 EXECUTIVE VICE PRESIDENT AND VICE PRESIDENT. In the absence
of the  President,  an Executive  Vice  President or a Vice President (as one or
more may be  appointed  by the Board of  Directors;  or in the  absence  of such
delegation  appointed  by  the  President)  shall  perform  the  duties  of  the
President.  The  Vice  Presidents  shall  not  have  the  power  to  sign  stock
certificates,  contracts or other  instruments of the Corporation,  nor to affix
the seal of the Corporation to such documents, unless authorized to do so by the
President.  The Vice Presidents  shall perform such other functions as the Board
of Directors may from time to time require.

         Section 5.6 TREASURER.  The Treasurer shall have responsibility for the
Corporation's  funds and for keeping full and accurate  accounts of receipts and
disbursements  in  books  belonging  to the  Corporation.  The  Treasurer  shall
deposit,  or authorize  deposit of, all moneys and other valuable effects in the
name  and to the  credit  of the  Corporation  in  such  depositories  as may be
designated by the Board of Directors.

         The Treasurer shall disburse, or authorize  disbursements of, the funds
of the Corporation as necessary and proper for the operation of the Corporation,
taking proper receipts for such disbursements; provided, however, that the Board
of Directors shall,  from time to time, set a maximum  expenditure  amount,  and
disbursement  of sums over and above such amount shall  require a resolution  of
the Board of  Directors.  The Treasurer  may  authorize  another  officer of the
Corporation or an accountant retained by the Corporation to disburse sums of the
Corporation  necessary  and  proper  for the  daily  operating  expenses  of the
Corporation,  up to a maximum amount which the Treasurer  shall set from time to
time, which will not exceed any maximum  expenditure  amount set by the Board of
Directors. The Treasurer shall not be required to be bonded.

         The  Treasurer  shall,  when  required,  render to the President or the
Board of Directors an account of the transactions and of the financial condition
of the  Corporation.  The  accounting  of the  Corporation  shall be  maintained
according to generally accepted accounting principles.  The Treasurer shall have
the authority to retain,  from time to time, an attorney or accountant to review
the accounts, prepare the tax returns of the Corporation, and perform such other
services as may be necessary and proper to maintain the financial records of the
Corporation.

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         The  Treasurer  shall  perform  such  other  functions  as the Board of
Directors may from time to time require.

         Section 5.6 SECRETARY. The Secretary shall issue all authorized notices
for, and shall  prepare and maintain  custody of the minutes of, all meetings of
the shareholders and the Board of Directors.  The Secretary shall have charge of
the  corporate  books.  The  Secretary  shall  have  custody  of the seal of the
Corporation  and  shall  have  authority  to affix  the  seal to any  instrument
requiring it and to attest to the  authenticity  of that seal by the Secretary's
signature.  The Secretary shall  authenticate  records of the  Corporation.  The
Secretary  shall sign all stock  certificates.  The Secretary shall perform such
other functions as the Board of Directors may from time to time require.

         Section 5.7  DELEGATION OF AUTHORITY.  The Board of Directors may, from
time to time,  delegate  the powers and duties of any  executive  officer to any
other executive officer, and may designate the powers of non-executive  officers
to any other officers or agents, notwithstanding the provisions hereof.

         Section 5.8  COMPENSATION.  The  salaries of all officers and agents of
the  Corporation  shall be  fixed by the  Board  of  Directors  or set  forth in
employment agreements or other compensation arrangements approved by the Board.

          Section 5.9 REMOVAL.  Any officer may be removed at any time,  with or
without cause, by the Board of Directors.


                                   ARTICLE VI.

          INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES

         Section 6.1 RIGHT TO INDEMNIFICATION.  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/she is or was a  Director,  officer,  agent,  or
employee  of the  Corporation  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent  authorized by the General  Corporation Law of
the State of Delaware,  as the same exists or may hereafter be amended,  against
any expenses,  (including attorneys fees), judgments,  fines and amounts paid in
settlement,  actually  and  reasonably  incurred  by such  person in  connection
therewith.  Notwithstanding the above, no Director shall be indemnified nor held
harmless  in  violation  of the  provisions  set  forth  in the  Certificate  of
Incorporation; and no Director, officer, agent, or employee shall be indemnified
nor held harmless by the Corporation unless:

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

                  (2) In all  other  cases,  his/her  conduct  was at least  not
         opposed to the best  interests of the  Corporation  nor in violation of
         the  Certificate,   Bylaws  or  any  agreement   entered  into  by  the
         Corporation; and

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

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         Section  6.2  RIGHT  TO   ADVANCEMENT   OF   EXPENSES.   The  right  to
indemnification conferred in Section 6.1 of this Article shall include the right
to be paid by the  Corporation  the  expenses  incurred  in  defending  any such
proceeding in advance of its final disposition;  provided, however, that such an
advancement of expenses  shall be made only upon delivery to the  Corporation of
(1) a statement of his/her good faith belief that he/she has met the standard of
conduct  described in Section 6.1; and (2) an undertaking by or on behalf of the
indemnitee,  to  repay  all  amounts  so  advanced  if it  shall  ultimately  be
determined  by  final  judicial  decision  that  he/she  is not  entitled  to be
indemnified for such expenses.

         Section  6.3  DETERMINATION   AND   AUTHORIZATION  TO  INDEMNIFY.   The
Corporation  may not indemnify a Director  under  Section 6.1 unless  authorized
after a  determination  has been made that  indemnification  of the  Director is
permissible in the circumstances  because he/she has met the standard of conduct
in Section 6.1. This determination  shall be made by the Board of Directors by a
majority vote of a quorum consisting of Directors not at the time parties to the
proceeding.

         Section 6.4  NON-EXCLUSIVITY  OF RIGHTS.  The rights to indemnification
and to the  advancement  of  expenses  conferred  in this  Article  shall not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under any statute,  the Corporation's  Certificate of Incorporation,  agreement,
vote of shareholders or disinterested Directors, or otherwise.

         Section 6.5 INSURANCE.  The Corporation may maintain insurance,  at its
expense, to protect itself and any Director,  officer,  employee or agent of the
Corporation against any expense, liability or loss.


                                  ARTICLE VII.

                                      STOCK


         Section 7.1 ISSUANCE. The Corporation may issue shares of capital stock
of any  class or  series  now or  hereafter  authorized  in the  Certificate  of
Incorporation,  in accordance with the authority granted by a Board of Directors
resolution.

         Section 7.2. STOCK CERTIFICATES.  Each shareholder shall be entitled to
a certificate  signed in the name of the Corporation by the President and by the
Secretary, and affixed with the seal of the Corporation.  The Treasurer may sign
in lieu of the Secretary.  Signatures on the certificate  may be facsimiles.  In
case any officer  who has signed or whose  facsimile  signature  has been placed
upon  such  certificate  shall  have  ceased  to be  such  officer  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she were such officer at the date of its issue.

         Section 7.3  TRANSFER  OF STOCK.  Transfer of stock may be made only on
the transfer ledger of the  Corporation  kept at an office of the Corporation or
in the  possession  of the  Secretary  or the  corporate  transfer  agent.  Upon
surrender to the  Corporation  or the  transfer  agent of the  Corporation  of a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignation  or authority to transfer,  it shall be the duty of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

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         Section 7.4 RECORD DATE.  In order that the  Corporation  may determine
the  shareholders   entitled  to  notice  of  or  to  vote  at  any  meeting  of
shareholders,  or to receive  payment of any dividend or other  distribution  or
allotment  of any rights,  or to  exercise  any rights in respect of any change,
conversion  or exchange of stock,  the Board of Directors may fix a record date.
Such record  date shall not  precede  the date on which the Board of  Directors'
resolution fixing the record date is adopted, and shall not be more than 70 days
prior to the meeting or such other action as above described.

         If no record date is fixed by the Board of Directors for  determination
of who is entitled to vote or receive  notice of a  shareholders'  meeting,  the
record date shall be at the close of business  on the day  preceding  the day on
which notice is given;  or if notice is waived,  at the close of business on the
day preceding the day on which the meeting is held. If no record date is set for
determining shareholders entitled to receive a dividend or other distribution or
allotment  of  rights  or to  exercise  any  rights in  respect  to any  change,
conversion  or  exchange  of stock,  the  record  date  shall be at the close of
business on the day on which the Board of Directors adopts a resolution relating
thereto.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record  date,  which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

         In order that the Corporation may determine the  shareholders  entitled
to consent in writing to corporate action taken without a meeting,  the Board of
Directors  may fix a record date,  which shall not precede and shall not be more
than ten days after the date on which the  resolution  fixing the record date is
adopted.  If no record  date has been fixed by the Board of  Directors,  and the
Board of  Directors  is not  required  by law to take some  action  prior to the
action for which written  consent is sought,  the record date shall be the first
date on which a signed written consent is properly delivered to the Corporation.
If no  record  date had been  fixed by the Board of  Directors  and the Board of
Directors  is required by law to take some action  prior to the action for which
written consent is sought, the record date shall be the close of business on the
day on which  the Board of  Directors  adopts a  resolution  taking  such  prior
action.

         Section 7.5 REPLACEMENT  CERTIFICATES.  New stock  certificates  may be
issued to replace certificates lost, stolen,  destroyed, or mutilated, upon such
terms and conditions, including proof of loss or destruction and the giving of a
satisfactory bond of indemnity,  as the Board of Directors may from time to time
determine.

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         Section 7.6  HOLDERS OF RECORD.  The  Corporation  shall be entitled to
treat the holder of record of any share or shares of capital stock as the holder
and owner in fact  thereof for all  purposes and shall not be bound to recognize
any  equitable  or other  claim of right,  title,  or  interest in such share or
shares on the part of any other  person,  whether or not the  Corporation  shall
have express or other notice thereof, except as otherwise provided by law.

         Section  7.7   REGULATIONS.   The  issue,   transfer,   conversion  and
registration   of  certificates  of  stock  shall  be  governed  by  such  other
regulations as the Board of Directors may establish.


                                  ARTICLE VIII.

                              LIST OF SHAREHOLDERS

         The officer or agent  having  charge of the  transfer  books for shares
shall make,  at least ten days before each meeting of  shareholders,  a complete
list of the  shareholders  entitled to vote at such meeting,  arranged by voting
group and  within  each  voting  group by class or series  of  shares,  with the
address of each and the number of shares held by each,  which list, for a period
of ten  days  prior  to such  meeting,  shall  be kept on file at the  principal
business  office of the  Corporation  and shall be subject to  inspection by any
shareholder  at any time during usual  business  hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder  during the whole time of the meeting.  The
original  share  transfer  book,  or a duplicate  thereof,  shall be prima facie
evidence as to who are the  shareholders  entitled to examine such list or share
transfer book or to vote at any meeting of the shareholders.


                                   ARTICLE IX.

                                  MISCELLANEOUS

         Section  9.1  DIVIDENDS.  Dividends  upon  the  capital  stock  of  the
Corporation  may be declared by the Board of Directors at any regular or special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of capital stock. Before payment of any dividend,  there may be set aside
out of any funds of the Corporation  available for dividends such sum or sums as
the Board of Directors in its absolute  discretion,  from time to time, believes
is proper as a reserve fund to meet contingencies, or equalize dividends, or for
such other  purposes as the Board of  Directors  determines  is conducive to the
interests of the  Corporation.  The Board of Directors may at any time modify or
abolish any such reserve fund.

         Section 9.2 ANNUAL  STATEMENT.  The Board of Directors shall present at
each annual meeting,  and at any special meeting of the shareholders when called
for by vote of the shareholders,  a full and clear statement of the business and
condition of the Corporation.

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          Section 9.3 FISCAL YEAR. The fiscal year of the  Corporation  shall be
fixed by resolution of the Board of Directors from time to time.

         Section  9.4  CHECKS.  All checks or demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 9.5 SEAL. The Corporate  seal shall have inscribed  thereon the
name of the  Corporation,  the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

         Section 9.6 AMENDMENTS. These Bylaws may be altered, amended, repealed,
or replaced by new Bylaws by the affirmative  vote of a majority of the Board of
Directors at any regular or special meeting of the Board of Directors unless the
Certificate of Incorporation or law reserve this power to the shareholders.

         I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of V-ONE  Corporation,  a Delaware  corporation,  as in effect on the
date hereof.

         WITNESS my hand and the seal of the Corporation.





Dated:  February 6, 1997                    By: /s/ Charles Chen
                                                ----------------
                                                Charles Chen, Secretary



 (SEAL)



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