V ONE CORP/ DE
424B3, 1999-05-06
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                               Filed pursuant to Rule 424(b)(3).
                                    Registration Statement File Number 333-69047

Prospectus Supplement No. 1 dated May 6, 1999 to
the Prospectus dated April 16, 1999




                                2,660,000 SHARES

                                V-ONE CORPORATION

                                  COMMON STOCK

                                   -----------


         THIS  SUPPLEMENT  NO. 1 DATED MAY 6, 1999  SUPPLEMENTS  THE  PROSPECTUS
DATED APRIL 16, 1999, ("OFFERING DOCUMENT"), OF V-ONE CORPORATION. THE 2,660,000
SHARES OF COMMON  STOCK  DESCRIBED  IN THE  OFFERING  DOCUMENT ARE SUBJECT TO AN
EFFECTIVE  REGISTRATION   STATEMENT  ON  FORM  S-3,  FILE  NO.  333-69047.   THE
DEFINITIONS IN THE OFFERING DOCUMENT (EXCEPT AS OTHERWISE PROVIDED HEREIN) APPLY
THROUGHOUT THIS SUPPLEMENT.

         The securities being offered by certain  shareholders of V-ONE pursuant
to the  registration  statement  are  described in the Offering  Document.  This
supplement revises and expands on certain information  contained in the Offering
Document.  Included in this supplement by reference and forming a part hereof is
the full text of the Offering Document.

SELLING SHAREHOLDERS

         The  Joseph  Lupo  Profit  Sharing  Plan was  previously  listed in the
Offering  Document as a selling  shareholder  offering  400,000 shares of common
stock. The Joseph Lupo Profit Sharing Plan has subsequently  transferred 100,000
shares of common  stock to the Joseph Lupo  Conversion  Roth IRA.  The  Offering
Document is hereby  supplemented  to include the Joseph Lupo Conversion Roth IRA
as a  selling  shareholder.  The  Joseph  Lupo  Conversion  Roth  IRA  currently
beneficially  owns 100,000 shares of common stock, is offering 100,000 shares of
common stock  pursuant to the  registration  statement and will own no shares of
common stock after the offering assuming the sale of all offered shares.

         The Joseph Lupo  Profit  Sharing  Plan will  continue to be listed as a
selling  shareholder in the Offering  Document.  The Offering Document is hereby
supplemented  to indicate  that the Joseph Lupo Profit  Sharing  Plan will offer
300,000 shares of common stock pursuant to the  registration  statement and will
beneficially  own 95,000 shares of common stock after the offering  assuming the
sale of all offered shares.


                                   May 6, 1999



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