As Filed with the Securities and Exchange Commission July 3,2001

                           Registration No. 333-62912
      =====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                         Post-Effective Amendment No. 1
                                       to
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               View Systems, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Florida
         (State or Other Jurisdiction of Incorporation or Organization)

                                   59-2928366
                      (I.R.S. Employer Identification No.)

          925 West Kenyon Avenue, Suite 15, Englewood, Colorado 801106
(Address of Principal Executive Offices)                              (Zip Code)

               View Systems Consulting Agreements (240,000 shares)
               View Systems Employment Agreements (114,000 shares)
                            (Full Title of the Plan)

                                  Gunther Than
                      President and Chief Executive Officer
                        925 West Kenyon Avenue, Suite 15
                            Englewood, Colorado 80110
                     (Name and Address of Agent for Service)

                                                  (303) 783-9153
           Telephone Number, Including Area Code, of Agent For Service


================================================================================
                        Calculation of Registration Fee
================================================================================================================

                                                                                     
                                                            Proposed Maximum
                                                                Offering         Proposed         Amount of
           Title of Securities              Amount To Be    Price Per Share2      Maximum        Registration
            To Be Registered                 Registered1                      Offering Price         Fee3

              Common Stock,                354,000 shares         $.545          $192,930           $48.23
             Par Value, .001
================================================================================================================





1    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plans described herein.

2    Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule 457 (c) based on the  average  of the high and low prices
     reported on the OTCBB on June 12, 2001,  which was $.545.

3    Fee Previously paid.





                                EXPLANATORY NOTE

         This  registration   statement  is  being  filed  as  a  post-effective
amendment to Registration  Statement on Form S-8  (Registration  No.  333-62912)
filed with the Securities and Exchange Commission on July 3, 2001.

         This registration statement registers reoffers and resales of shares of
common stock, issued under the employment  agreement of Gunther Than,  President
and Chief Executive Officer of View Systems, Inc., which may constitute "control
securities"  under General  Instruction C to Form S-8. These control  securities
may be  re-offered  and resold on a  continuous  or delayed  basis in the future
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act").

         This registration statement contains two parts. The first part contains
a  "reoffer  prospectus"  prepared  in  accordance  with  Part I of Form S-3 (in
accordance with Instruction C of Form S-8). The second part contains information
required in the registration statement pursuant to Part II of Form S-8.







                               REOFFER PROSPECTUS

                               VIEW SYSTEMS, INC.
                          90,000 Shares of Common Stock
                          under an Employment Agreement
                              of View Systems, Inc.

         The shares we are  registering  are currently held by Gunther Than, our
President and Chief Executive Officer,  pursuant to his employment agreement. We
will pay the expenses of registering his shares.

         Our  common  stock is quoted on the  Nasdaq  Over-The-Counter  Bulletin
Board under the symbol  "VYST." The last reported sale price of the common stock
on the  Nasdaq  Over-The-Counter-Bulletin-Board  on June 12,  2001 was $0.52 per
share.

         You should carefully  consider the "Risk Factors" section  beginning on
page 2 of this Reoffer Prospectus.

         Neither the Securities and Exchange  Commission or any state securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                  The date of this Reoffer Prospectus is July 3, 2001.








                                TABLE OF CONTENTS

                                                                           Page

PROSPECTUS SUMMARY                                                         1
ABOUT VIEW SYSTEMS, INC.                                                   1
THE OFFERING                                                               2
RISK FACTORS                                                               2
CAUTIONARY NOTE
         CONCERNING FORWARD LOOKING STATEMENTS                             11
PROCEEDS FROM SALE OF THE SHARES                                           12
SELLING STOCKHOLDER                                                        12
HOW THE SHARES MAY BE DISTRIBUTED                                          13
LEGAL OPINION                                                              14
EXPERTS                                                                    14
WHERE YOU CAN FIND MORE INFORMATION                                        14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE                          14
INDEMNIFICATION OF DIRECTORS AND OFFICERS                                  16









                               PROSPECTUS SUMMARY

         This is only a summary and does not contain all of the information that
may be important to you. You should read the more detailed information contained
in  this  prospectus  and  all  other   information,   including  the  financial
information  and  statements  with  notes,  referred  to in this  prospectus  as
discussed  in the  "Where  You  Can  Find  More  Information"  section  of  this
prospectus.  The principal executive office of View Systems,  Inc. is located at
925 West Kenyon Avenue,  Suite 15,  Englewood,  Colorado  801106.  Our telephone
number is (303) 783-9153.

                            ABOUT VIEW SYSTEMS, INC.

         We incorporated  in Florida in January,  1989 but did not become active
until September,  1998 when Gunther Than joined us as our president and we began
development  of our  product  line.  In May,  1999,  we  acquired  Eastern  Tech
Manufacturing Corp ("ETMC"), a contract  manufacturer of electronic hardware and
assemblies which business we have continued to date on a limited basis and whose
facilities we use to manufacture our products. In March, 1999, we made our first
sales of our  security  and  surveillance  products.  The  potential  market for
security and surveillance products and services throughout the world is huge and
has been enhanced by digital technology.

         We  develop,  produce  and market  digital  security  and  surveillance
systems  utilizing video based cameras and microphones  which are marketed under
the trade name  SecureView.  Our security  systems record video images digitally
and permit their viewing  remotely over the customer's  existing  closed circuit
television  (CCTV)  systems  together with audio output over ordinary  telephone
lines.  We store the video  output on computer  hard disks rather than VCR tapes
which significantly improves access to stored data. In addition, our systems are
programmable  and are capable of being  customized  to satisfy  each  customer's
special  requirements,  be it coverage  which is  continuous  or when events are
detected.  Our digital systems also employ digital video data compression  which
saves space and time for transmissions.

         In addition to SecureView, our products include the following:

                  o        ViewStorage   which   is   a   competitively   priced
                           programmable  VCR  replacement  device  that  records
                           video output  digitally  for use with  existing  CCTV
                           systems and which will not degrade as tapes do.

                  o        PlateView which is a license plate recognition system
                           that uses optical character recognition technology to
                           provide   an   additional    means   of   identifying
                           individuals in a surveillance  area for commercial or
                           law enforcement use.

                  o        CareView which is a system for monitoring  loved ones
                           such as children at a day care center or at home with
                           a baby sitter or adult relatives at a nursing home or
                           hospice.

                  o        WebView  which is a  low-priced  retail  product that
                           allows a user to  capture  and view  remotely  camera
                           output  from  a  limited  number  of  cameras  via  a
                           connection  to a server which in turn is connected to



                           the world-wide  web for use by a customer  desiring a
                           low cost way to monitor  remote assets such as a home
                           or boat.

         We currently  market our products  principally to commercial  users for
monitoring  facilities  for the  protection of  employees,  customers and assets
which leads to the curtailment of crime and loss prevention.  We also market our
products  to  residential  users  and law  enforcement  agencies.  We  currently
distribute  our products  through a network of twenty  value-added  domestic and
international resellers which we intend to significantly expand.

                                  THE OFFERING

         The selling  stockholder  may offer and sell up to 90,000 shares of our
common  stock  under this  Reoffer  Prospectus.  We will not  receive any of the
proceeds from the sale of these shares of common stock.  See "Proceeds  from the
Sale of Shares" and "Selling Stockholder."

                                  RISK FACTORS

         An investment in our common stock  involves a high degree of risk.  You
should  carefully  consider the following risk factors  before  investing in our
common stock.

Risks Relating to Our Business

We have a limited operating history with our products and we may experience
difficulties in development, assembly and production of our products.

         We may not be able to successfully  develop all of our products because
of their complex engineering, assemble them because of our lack of experience or
profitably  make them because of our  inability to buy  components at discounted
prices.

         It will be difficult for our engineers to develop WebView, CareView and
ViewStorage so they can be marketed and provide  enhancements  and upgrades that
we anticipate will be needed for PlateView and SecureView  (see  "Description of
Business - Our Products").  New products and  enhancements  and upgrades for our
existing  products  require the design of complex  electronic  circuitry and the
development  of long and complex  software  code  instruction  sets to power our
computer  hardware.  Our engineers  may discover that they can not  economically
design  the  new  products  we  have  conceived  in our  business  plan  or make
enhancements  and  upgrades to our  products in response to problems  discovered
from field  installations,  technological  advances  in  competing  products  or
components, or new functionality required by the marketplace.  In that event, we
may be forced to abandon  products  that are  currently  in our  business  plan,
either  because  they are no  longer  feasible  or would  not be  profitable  to
manufacture and sell.

         To produce our products,  we must  successfully  convert our subsidiary
ETMC's manufacturing capacity to production of our products.  When we bought it,
ETMC was in the business of electronic component assembly, typically assembly of
cables,  computer  circuits  and  wire  harnesses.  Production  of our  products
requires that we implement new  manufacturing  processes that assure the quality
required by our  industry.  Because it is  difficult to develop,  implement  and
maintain these required types of manufacturing processes,  there is no assurance
that we will be able to do that.

                                      -2-


         To profitably produce our products, we must obtain components assembled
into our  products at prices that are  discounted  by our  suppliers  because of
large  quantity  orders and there is no assurance we will be able to do that. We
do not have sufficient sales of our products to justify large quantity component
orders and there is no assurance that we will achieve these sales.

We have experienced development stage losses.

         We commenced  operations  in September  1998.  Although our company was
incorporated in 1989, we remained a shell company until the fall of 1998. We had
operating  losses of  $3,670,896  for the year  ended  December  31,  1999,  and
$1,833,005  for the year ended  December 31, 2000, and we expect these losses to
continue for the foreseeable future.

         Sales of our products have been limited since we commenced  operations.
As a result of the  expenses we have  incurred  for  research  and  development,
marketing,  and hiring and  retaining key  personnel,  our expenses have greatly
exceeded our revenues.  For the  foreseeable  future,  we expect these losses to
continue.

         Most of our revenues to date have been  produced from sales of contract
electronic  assembly services.  However,  we can not achieve  profitability with
this service revenue.  Our profitability is dependent on our ability to increase
sales of our  security  and  surveillance  products.  In order to increase  such
sales, we will need to significantly increase our spending on items such as:

         o        development  of  enhancements  and  upgrades  to our  existing
                  SecureView line of products;
         o        research   for  new   products;   o  marketing   and  business
                  development expenses; and
         o        employment  related  expenses for the hiring and  retention of
                  key personnel.

         If these expenses do not help us generate increased sales of our
security and surveillance products, we will not become profitable and we will be
forced to reevaluate our business plan.

Our capital is limited and we will need additional financing to implement our
business plan and continue operations.

         We require substantial working capital to fund our business.  We expect
that  additional  funds  will be  necessary  for our  company to  implement  our
business  plan.  We have  developed  a business  plan to grow our  company  that
assumes that we will have additional capital available to us. Our business model
encompasses:

         o        the engagement of additional marketing and sales personnel;
         o        product development;
         o        software development; and
         o        the acquisition of laboratory and testing equipment.

Our ability to continue operations will depend on our positive cash flow, if
any, from future operations and on our ability to raise additional funds through
equity or debt financing. We

                                      -3-


anticipate  that we will require  approximately  $3,000,000 for the remainder of
fiscal year 2001 to implement fully our business plan and growth strategy.

         We will seek to obtain  additional funds through sales of equity and/or
debt, or other external financing in order to fund our current operations and to
achieve our business  plan. If we are unable to obtain  financing in the amounts
desired  and on  acceptable  terms,  or at all,  we may be  required  to  reduce
significantly the scope of our presently anticipated  expenditures,  which could
have a material  adverse effect on our growth  prospects and the market price of
our common stock. If we raise additional funds by issuing equity securities, our
stockholders will be further diluted.

The successful operation of our business depends upon the supply of hardware and
software from third parties.

         Our  operations  depend on a number of third  parties for  hardware and
software  components.  We have  limited  control  over these third  parties.  We
assemble our systems by combining  commercially  available hardware and software
together with our proprietary  software. We license software components that are
integrated into our proprietary  software and installed on our systems.  We have
license agreements for compression software  components,  facial recognition and
database search software components and optical character  recognition  software
components.  Any  breaches of these  agreements  by such third  parties,  or any
errors, failures,  interruptions, or delays experienced in connection with these
third party technologies could negatively impact our relationship with users and
adversely affect our brand and our business,  and could expose us to liabilities
to third parties.

Our services and reputation may be adversely affected by product defects or
inadequate performance.

         We believe that we offer  state-of-the  art products  that are reliable
and  competitively  priced.  In the event that our  products  do not  perform to
specifications  or are  defective in any way, our  reputation  may be materially
adversely affected and we may suffer a loss of business and a corresponding loss
in revenues.

We may face risks associated with potential acquisitions, investments, strategic
partnerships or other ventures, including whether such transactions can be
located, completed and the other party integrated with our business on favorable
terms.

         As part of our  long-term  growth  strategy,  we may seek to acquire or
make investments in complementary businesses, technologies, services or products
or enter into  strategic  relationships  with parties who can provide  access to
those assets,  if  appropriate  opportunities  arise.  From time to time, we may
enter into discussions and negotiations with companies  regarding our acquiring,
investing  in, or  partnering  with  their  businesses,  products,  services  or
technologies. We may not identify suitable acquisition,  investment or strategic
partnership  candidates,  or if we do identify suitable  candidates,  we may not
complete  those  transactions  on  commercially  acceptable  terms  or  at  all.
Acquisitions often involve a number of special risks, including the following:

         o        we may experience difficulty  integrating acquired operations,
                  products, services and personnel;
         o        the acquisition may disrupt our ongoing business;

                                      -4-



         o        we may  not  be  able  to  successfully  incorporate  acquired
                  technology and rights into our service  offerings and maintain
                  uniform standards, controls, procedures, and policies;
         o        we may not be able to retain the key personnel of the acquired
                  company;
         o        the businesses we acquire may fail to achieve the revenues and
                  earnings we anticipated; and
         o        we  may   ultimately  be  liable  for   contingent  and  other
                  liabilities,  not previously disclosed to us, of the companies
                  that we acquire.

         We may not  successfully  overcome  problems  encountered in connection
with potential future acquisitions. In addition, an acquisition could materially
adversely affect our operating results by:

         o        diluting your ownership interest;
         o        causing us to incur additional debt; and
         o        forcing us to amortize  expenses related to goodwill and other
                  intangible assets.

         Any of these  factors  could  have a  material  adverse  effect  on our
business.  These difficulties  could disrupt our ongoing business,  distract our
management  and employees and increase our expenses.  Furthermore,  we may incur
indebtedness or issue equity securities to pay for any future acquisitions.

There are certain provisions of our Articles of Incorporation and Bylaws that
could have anti-takeover effects.

         Certain  provisions of our Articles of Incorporation,  as amended,  and
our bylaws could make more difficult our acquisition by means of a tender offer,
a proxy  contest or  otherwise  and the removal of our  incumbent  officers  and
directors.  Our  Articles  of  Incorporation  and  bylaws  do  not  provide  for
cumulative  voting in the election of directors.  Our bylaws permit the board of
directors to implement staggered terms for board members.

         Our  Articles  of  Incorporation  exempt us from the  Florida  statutes
governing  control-share  acquisitions.  Generally,  under the statute, a person
intending  to  acquire  20% or more of our  shares  must  give us notice of such
intent and request approval of the acquisition by our board of directors. If the
board of  directors  fails to approve  the  acquisition  then such  persons  may
request a meeting of the  stockholders  at which  stockholders  will be given an
opportunity  to vote on whether such shares will be accorded full voting rights.
Refusal by the  stockholders  to accord full voting  rights  would result in the
proposed  acquirer  obtaining  shares  that could not be voted on any matters to
come before the stockholders.  Certain  acquisitions are exempt from the effects
of the statute,  such as mergers,  business  combinations or other  acquisitions
that have been approved by the board of directors,  as well as  acquisitions  of
shares issued by us in our original offering or in subsequent offerings approved
by the board.

Our success is dependent upon the protection of our intellectual property.

         Certain features of our products and  documentation are proprietary and
we rely on a combination of contract, copyright, trademark and trade secret laws
and other measures to protect our proprietary information.  Our technology could
fall into our competitors'  hands. We rely on keeping our technology secret from
our  competitors.  We do not  have  any  patents  for  our  product  designs  or
innovations.  Further,  we have not applied  for  copyright  protection  for our
computer


                                      -5-


schematic  designs or software  source code. At the same time, we have
entered into and expect to enter into business  arrangements  where we share our
proprietary technology with business partners and employees.  These arrangements
are  necessary to develop and sell our  products.  We require that these parties
sign  agreements that they will keep our  proprietary  technology  confidential.
There can be no  assurance  that  these  parties  will honor  their  contractual
commitments.

         As part of our  confidentiality  procedures,  we  generally  enter into
confidentiality  and  invention  assignment  agreements  with our  employees and
consultants  and  mutual   non-disclosure   agreements  with  our  manufacturing
representatives,  dealers and systems  integrators.  We also limit access to and
distribution of our software,  documentation and other proprietary  information.
We  cannot  offer   assurances  that  the  steps  we  have  taken  will  prevent
misappropriation  of our  technology  or that  agreements  entered into for that
purpose will be enforceable.  Notwithstanding  the precautions we have taken, it
might be  possible  for a third  party to copy or  otherwise  obtain and use our
proprietary information without authorization.

         We may  have  to  chose  other  trade  identifiers  for  our  products,
resulting in a loss of  investment in these trade  identifiers.  We have not yet
applied for federal trademark protection for the trademarks  associated with our
products, such as SecureView,  CareView, WebView and ViewStorage.  We may not be
able to register these  trademarks with the US Patent and Trademark Office or we
may be forced to abandon these trademarks because other persons have established
proprietary rights in them.

         We also rely on a variety of  technologies  that we license  from third
parties.  We  cannot  make any  assurances  that  these  third-party  technology
licenses will continue to be available to the company on commercially reasonable
terms.  Our inability to maintain or obtain upgrades to any of these  technology
licenses  could  result in  delays  in  completing  our  proprietary  technology
enhancements  and  new  developments   until  equivalent   technology  could  be
identified,  licensed  or  developed  and  integrated.  Any  such  delays  would
materially  adversely  affect our business,  results of operations and financial
condition.

Intellectual property infringement claims would harm our business.

         Although  we do not believe  that we are  infringing  the  intellectual
property  rights of others,  claims of  infringement  are becoming  increasingly
common  as the  software  industry  develops  and legal  protections,  including
patents,  are applied to  software  products.  Litigation  may be  necessary  to
protect our proprietary  technology,  and third parties may assert  infringement
claims against us with respect to their proprietary rights. Any future claims or
litigation  can be  time-consuming  and  expensive  regardless  of their  merit.
Infringement  claims against us can cause product release delays,  require us to
redesign our products or require us to enter into royalty or license agreements,
which  agreements  may not be available on terms  acceptable to us or at all. In
the  future,  we may also need to file  lawsuits  to  enforce  our  intellectual
property rights, to protect our trade secrets,  or to determine the validity and
scope of the proprietary rights of others.  Such litigation,  whether successful
or unsuccessful,  could result in substantial  costs and diversion of resources,
which  could  have a  material  adverse  effect  on  our  business,  results  of
operations and financial condition.

Gunther Than's services are critical to the success of our company and if he
were to leave View Systems, it would have a detrimental effect on our company.

                                      -6-


         We believe that the  management  and other  experience of Gunther Than,
our President and Chief  Executive  Officer,  is critical to our success and the
loss of his services would have a detrimental  impact on our business.  Although
Mr.  Than has signed an  employment  agreement  with us, this  agreement  may be
terminated  by Mr. Than on not less than 60 days  notice,  subject to a one year
covenant not to materially  compete with us. Our success will also depend on our
ability to hire and retain other  qualified  management,  including  trained and
competent research and technical, marketing and sales personnel.

We may not be able to keep up with market demands for product design and
development.

         The market for our products is characterized  by ongoing  technological
development and evolving  industry  standards.  Our success will depend upon our
ability to enhance our current  products  and to  introduce  new  products  that
address  technological  and market  developments  and satisfy  the  increasingly
sophisticated  needs of  customers.  For  instance,  we  initially  released our
SecureView-4  into the market in July 1999. We cannot offer any assurances  that
we will be successful in developing, marketing and selling sufficient volumes of
our  SecureView-4  or developing and marketing on a timely basis any other fully
functional   product   enhancements   or  new  products   that  respond  to  the
technological  advances by others.  There also can be no assurance  that our new
products will gain satisfactory market acceptance.

We may be subject to product liability claims.

         If an intrusion or other event that our products are designed to detect
occurs in a setting where our products have been installed, we may be subject to
a claim  that an  error  or  omission  on our part  contributed  to the  damages
resulting  from such event,  which  damages could be  substantial.  Such a claim
could  be  made  whether  or  not  our  product  performed  properly  under  the
circumstances. We carry product liability insurance which management believes is
adequate;  however,  a product  liability  judgment or  settlement  in excess of
available  insurance  proceeds  could  have a  material  adverse  effect  on our
financial  condition  and  results  of  operations  and  any  adverse  claim  or
settlement  could have an adverse effect on the  availability  and cost to us of
product liability insurance.

Our failure to expand into international markets could harm our business.

         In order to compete in our  industry,  we intend to  continue to expand
our operations  outside of the United States and enter additional  international
markets,   primarily   through  the   establishment   of   additional   reseller
arrangements.  We expect to commit additional time and development  resources to
customizing our products and services for selected  international markets and to
developing  international sales and support channels. We cannot assure that such
efforts will be successful.

         We face  certain  difficulties  and risks  inherent  in doing  business
internationally, including, but not limited to:

         o        costs of customizing  products and services for  international
                  markets;
         o        dependence on independent resellers;
         o        multiple and conflicting regulations;
         o        exchange controls;
         o        longer payment cycles;
         o        unexpected changes in regulatory requirements;

                                      -7-


         o        import and export restrictions and tariffs;
         o        difficulties   in   staffing   and   managing    international
                  operations;
         o        greater difficulty or delay in accounts receivable collection;
         o        potentially adverse tax consequences;
         o        the burden of  complying  with a variety of laws  outside  the
                  United States;
         o        the impact of possible recessionary  environments in economies
                  outside the United States; and
         o        political and economic instability.

         Our successful expansion into certain countries will require additional
modification  of our  products,  particularly  national  language  support.  Our
current  export sales are  denominated in United States dollars and we currently
expect to continue  this  practice as we expand  internationally.  To the extent
that international sales continue to be denominated in U.S. dollars, an increase
in the value of the United States dollar relative to other currencies could make
our  products and services  more  expensive  and,  therefore,  potentially  less
competitive in international  markets.  To the extent that future  international
sales are denominated in foreign currency, our operating results will be subject
to risks  associated  with  foreign  currency  fluctuation.  We  would  consider
entering  into  forward  exchange  contracts  or  otherwise  engaging in hedging
activities.  To date, as all export sales are  denominated in U.S.  dollars,  we
have not entered into any such contracts or engaged in any such  activities.  As
we increase our international sales, seasonal fluctuations  resulting from lower
sales that typically occur during the summer months in Europe and other parts of
the world may affect our total revenues.

Risks Relating to Our Industry

Because we are subject to intense competition, primarily from larger more
established companies, we may not have the financial resources to increase our
market share.

         The market for video surveillance and  identification  products is very
competitive  and  subject  to  rapid  technological  advances  and the  frequent
introduction of new and enhanced products.  The industry in which we operate has
become even more  competitive over the last several years as security issues and
concerns have become a primary  consideration  worldwide.  With respect to close
circuit  television (CCTV) system  components and access control systems,  there
are  numerous  companies  that  market  directly  or through  distributors  such
equipment to both retail and non-retail  customers.  We compete in marketing our
systems and products principally on the basis of product  performance,  multiple
technologies, service and price.

         To  compete  successfully,   we  must  continue  to  design,   develop,
manufacture  and sell new and  enhanced  products  that will respond to customer
requirements  and allow us to  capture  market  share from our  competitors.  We
expect  the  intensity  of  competition  to  continue  to  put  pressure  on our
engineering research and development departments as existing competitors enhance
and expand their  products.  Any failure of our  engineering  department to keep
pace with  technological  advances could adversely affect our ability to capture
market  share.  Increased  competition  also may result in price  reductions  or
reduced  gross  margins as more  companies  compete with one another by lowering
prices.  We must  be able to keep  our  production  costs  low  relative  to our
competition.

         Many  of  our  competitors   have  advantages   including   established
positions,  brand  name  recognition,   greater  assets,  personnel,  sales  and
financial  resources and established  distribution  networks.  These larger more
established  competitors  include  Polaroid  Corporation,   Loronix

                                      -8-


Information  Systems,   Sensormatic  Corporation  and  NICE  Systems,  Ltd.  The
distribution networks of these larger more established competitors gives them an
advantage in achieving  higher sales  volumes.  If they can achieve higher sales
volumes,  they can spread  their  costs over  larger  numbers of units,  thereby
reducing their per unit production costs and increasing their profitability.

         Competitors with greater financial resources may be able to offer lower
prices  or  other  incentives  that  we  cannot  match  or  offer.  Some  of our
competitors  produce  a more  comprehensive  product  line that may give them an
advantage in selling products  competitive to ours. We cannot be certain that we
will be able to compete  successfully  against existing or other  competition in
the future.

Our inability to keep up with technological changes in our industry and identify
emerging markets may render our products obsolete.

         The industry in which we operate is characterized by unpredictable  and
rapid  technological  changes  and  evolving  industry  standards.  We  will  be
substantially  dependent on our ability to identify emerging markets and develop
products  that satisfy such  markets.  We cannot  assure that we will be able to
accurately  identify  emerging  markets  or that  any  products  we have or will
develop will not be rendered obsolete as a result of technological developments.
We believe that  competition  in our business  will  intensify as  technological
advances in the field are made and become more widely known. Many companies with
substantially  greater  resources  than ours are engaged in the  development  of
products  similar to those we sell.  Commercial  availability  of such  products
could render our products  obsolete,  which would have a material adverse effect
on our company.

We may be subject to increased government regulation.

         We are not subject to government regulation in the manufacture and sale
of our products or in the components in our products. However, our resellers and
end users  will be  subject  to  numerous  federal,  state,  local  and  foreign
regulations  that stem from proposed  activities in  surveillance.  Security and
surveillance  systems,  including  cameras,  raise privacy issues.  Our products
involve both video and audio.  The  regulations  regarding the  recordation  and
storage of this data are uncertain and evolving.  For example, under the Federal
wiretapping  statute,  the audio  portion of our  surveillance  systems  may not
record people's  conversations without their consent.  Further,  there are state
and federal laws associated with recording video in non-public places. Shipments
of our products  internationally  may be regulated as to certain  countries that
raise national  security  concerns.  All of these  regulations may be amended in
response to new scientific evidence or political or economic considerations. Any
significant change in regulations could adversely affect demand for our products
in regulated markets.

Risks Relating to our Common Stock and the Offering

Our stock price has been and may continue to be very volatile.

         The market  price of the shares of our  common  stock has been,  and is
likely to be,  highly  volatile  and could be  subject to wide  fluctuations  in
response to factors such as:

         o        actual or anticipated variations in our results of operations;

         o        announcements of new products or technological  innovations by
                  us or our competitors; and

                                      -9-


         o        general   conditions  in  the  digital  imaging  and  computer
                  industries.

         Further,  the stock markets have  experienced  extreme price and volume
fluctuations  that  have  particularly  affected  the  market  prices  of equity
securities of many  technology  companies and that often have been  unrelated or
disproportionate  to the operating  performance of such  companies.  These broad
market  fluctuations may significantly and negatively affect the market price of
our common stock.

We have issued options and warrants that could have a dilutive effect on our
stockholders.

         We have  issued  numerous  options  and  warrants to acquire our common
stock that, upon exercise, could have a dilutive effect on our stockholders.  As
of May 31 2001, we had issued  options to purchase  107,692 shares of our common
stock,  exercisable  at prices  ranging  from $.01 to $2.07  per  share,  with a
weighted average exercise price of approximately $1.56 per share and warrants to
purchase 465,000 shares of our common stock,  exercisable at prices ranging from
$.50 to $2.25 per share with a weighted  average exercise price of approximately
$.675 per share. The increase in the outstanding shares of our common stock as a
result of the exercise of the options and warrants could result in a significant
decrease in the  percentage  ownership of our common stock by the  purchasers of
our common stock.

Since we are subject to the penny stock rules, we are subject to extensive
government regulation, which makes it more difficult and expensive to raise
necessary capital and could impact the market for the shares.

         Our common stock is subject to the "penny stock" rules.  As long as the
price of our shares remains below $5.00 and we are unable to obtain a listing of
our stock on the NASDAQ  System or other  national  stock  exchange,  we will be
subject to the "penny  stock"  rules.  In general,  the penny stock rules impose
requirements  on  securities  brokers who sell such  securities to persons other
than established customers and accredited investors (generally those with assets
in excess of  $1,000,000,  or annual  incomes  exceeding  $200,000  or  $300,000
together with their spouse),  which tend to reduce the level of trading activity
in a stock. Among other things, these rules require that securities brokers:

         o        make a special suitability determination before recommending a
                  penny stock;
         o        deliver a risk disclosure document prior to purchase;
         o        disclose the commissions payable to both the broker-dealer and
                  the  registered  representative,  current  quotations  for the
                  securities and, if the broker-dealer is the sole market-maker,
                  the   broker-dealer   must   disclose   this   fact   and  the
                  broker-dealer's  presumed  control  over  the  market;  and
         o        provide  customers with monthly  statements  containing recent
                  price information.


Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our common stock and may affect the ability to sell our common stock in
the secondary market.

         In  addition,  we may decide to  register  additional  shares of common
stock under the  Securities Act after the closing of this offering for use by us
as consideration for future acquisitions. If we so decide, upon registration and
issuance,  these shares  generally  will be freely  tradable,  unless the resale
thereof is contractually restricted or unless the holders thereof are subject to
the restrictions on resale provided under the Securities Act.

                                      -10-



Future sales of our common stock in the public market may depress our stock and
could limit our ability to raise capital.

         The  introduction  of the shares offered under this prospectus into the
public  market could  depress the market price for our shares.  In addition,  we
have approximately  5,213,000 shares that are not registered,  but could be sold
in limited  amounts and with certain  restrictions in the public market pursuant
to Rule 144 under the Securities Act. If the  stockholders  holding these shares
sell them in the public  market,  it could depress the price of our stock.  Such
sales,  or even the potential  for such sales,  could also effect our ability to
raise capital through the sale of equity securities.

The market for our company's securities is limited and may not provide adequate
liquidity.

         Our common stock is currently traded on the  Over-The-Counter  Bulletin
Board (the "OTCBB").  As of May 31, 2001,  there were 16 active market makers of
our common stock. In order to trade shares of our common stock, you must use one
of  these  16  market  makers,  unless  you  trade  your  shares  in  a  private
transaction. The average daily trading volume, as reported by the OTCBB over the
past 12 months  commencing  May 1, 2000 was 65,067 shares.  However,  in the 120
days prior to May 31, 2001, the actual trading volume ranged from a low of 5,700
shares of common  stock to a high of 911,600  shares of common  stock.  This low
trading  volume  means there is limited  liquidity in our shares of common stock
which result in a limited trading market for our common stock. In addition,  the
price of our common stock as traded on the OTCBB is extremely  volatile.  During
the 120 days prior to May 31, 2001, the price  difference  between the daily low
and high price of our common  stock as traded on the OTCBB  ranged from a low of
$.47 per share to a high of $.78 per  share.  The  variance  in our share  price
occurring  on a daily basis makes it extremely  difficult  to forecast  with any
certainty  the  stock  price at which  you may might be able to buy or sell your
shares of our common stock.

              CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS

         This prospectus contains  forward-looking  statements under the federal
securities  laws.  We  caution  you to be aware  of the  speculative  nature  of
"forward-looking  statements".  We intend to identify forward-looking statements
in this prospectus using words such as "believes,"  "intends," "expects," "may,"
"will," "should," "plan," "projected," "contemplates," "anticipates," or similar
statements.  These  statements  are based on our good  faith  beliefs as well as
assumptions we made using information  currently  available to us. Because these
statements reflect our current views concerning future events,  these statements
involve known and unknown risks,  uncertainties and assumptions that could cause
actual future results to differ  significantly from the results discussed in the
forward-looking  statements.  Some,  but not all, of the factors  that may cause
these  differences  include those  discussed in the Risk Factors section of this
prospectus.  You should  not place  undue  reliance  on these  forward-  looking
statements,  which apply only as of the date of this prospectus. In making these
cautionary  statements,  we are not  committed to  addressing  or updating  each
factor in future filings or communications regarding our business or results, or
addressing  how any of these  factors  may have  caused  results to differ  from
discussions or information contained in previous filings or communications.


                                      -11-


                        PROCEEDS FROM SALE OF THE SHARES

         All of the shares of common stock in this Reoffer  Prospectus are being
offered by the selling  stockholder.  We will not receive any proceeds  from the
sale of the shares of common stock.

                               SELLING STOCKHOLDER

         The shares offered under our Reoffer  Prospectus  are being  registered
for  reoffers  and  resales by the  selling  stockholder,  Gunther  Than who has
acquired  his shares of our common  stock under his  employment  agreement.  The
selling  stockholder  may resell  all,  a portion,  or none of his shares of our
common stock.  There is no assurance that the selling  stockholder will sell any
or all of his shares of our common stock offered by him.

         The  following  table sets forth  certain  information  concerning  the
selling stockholder as of the date of this Reoffer  Prospectus,  and as adjusted
to reflect the sale by the selling stockholder of the shares of our common stock
offered, assuming sale of all of the shares offered:




                                                           Number of Shares
                                                           ----------------

Name                             Beneficially Owned Prior        Registered by                Beneficially Owned After
                                      to Offering(1)            the Prospectus(2)                    Offering
                                Number           Percent                              Number                       Percent(3)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                        

Gunther Than                    2,348,914        15.7%           90,000               2,258,914        15.1%



- Notes on next  page

(1) Represents  shares  beneficially  owned by the named  individual,  including
shares that such  person has the right to acquire  within 60 days of the date of
this  Reoffer  Prospectus.  The selling  stockholder  referred to above has sole
voting and sole investment power.

(2) Does not  constitute a commitment to sell any or all of the stated number of
shares of common  stock.  The number of shares of common stock  offered shall be
determined from time to time by the selling stockholder in her sole discretion.

(3) Based upon 14,871,620 Shares outstanding as of June 18, 2001.




                                      -12-


                        HOW THE SHARES MAY BE DISTRIBUTED

         The selling  stockholder may sell shares of our common stock in various
ways and at various prices. Some of the methods by which the selling stockholder
may sell his shares of common stock include:

         o        ordinary brokerage  transactions and transactions in which the
                  broker solicits purchasers;

         o        privately negotiated transactions;

         o        block  trades in which the  broker or dealer  will  attempt to
                  sell the shares of common  stock as agent but may position and
                  resell a portion of the block as principal to  facilitate  the
                  transaction;

         o        purchases  by a broker or dealer as  principal  and  resale by
                  that  broker or dealer for the selling  stockholder's  account
                  under this Reoffer Prospectus;

         o        sales  under  Rule  144  rather  than by  using  this  Reoffer
                  Prospectus;

         o        a combination of any of these methods of sale; and

         o        any other legally permitted method.

         The applicable sales price may be affected by the type of transaction.

         The selling  stockholder  may also pledge his shares of common stock as
collateral for a margin loan under his customer  agreements with her broker.  If
there is a default by the  selling  stockholder,  the brokers may offer and sell
the pledged shares of common stock.

         Brokers  or dealers  may  receive  commissions  or  discounts  from the
selling stockholder (or, if the broker-dealer acts as agent for the purchaser of
the shares of common stock,  from that  purchaser) in amounts to be  negotiated.
These  commissions  are not expected to exceed  those  customary in the types of
transactions involved.

         We cannot  estimate at the present  time the amount of  commissions  or
discounts,  if any, that will be paid by the selling  stockholder  in connection
with sales of the shares of common stock.

         Any   broker-dealers  or  agents  that  participate  with  the  selling
stockholders  in sales  of the  shares  of  common  stock  may be  deemed  to be
"underwriters"  within the meaning of the Securities Act of 1933, as amended, in
connection  with  such  sales.  In  that  event,  any  commissions  received  by
broker-dealers  or agents  and any  profit on the resale of the shares of common
stock  purchased  by  them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act of 1933.

         Under the securities laws of certain states, the shares of common stock
may be sold in those states only through registered or licensed  broker-dealers.
In  addition,  the shares of common  stock may not be sold unless they have been
registered or qualified  for sale in the

                                      -13-


relevant  state or unless the shares of common  stock  qualify for an  exemption
from registration or qualification.

         We  have  agreed  to  pay  all  fees  and  expenses   incident  to  the
registration of the shares of common stock.

         The selling  stockholder is subject to the applicable  requirements  of
Regulation  M  promulgated  under  the  Securities  Exchange  Act  of  1934,  in
connection with sales of the shares of common stock.

                                  LEGAL OPINION

         Gordon,  Feinblatt,  Rothman,  Hoffberger & Hollander,  LLC, Baltimore,
Maryland  has advised us with respect to the  validity of the  securities  being
offered in this prospectus.  Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC serves as our counsel.

                                     EXPERTS

         The financial  statements  included in our annual report on Form 10-KSB
incorporated  by  reference  in this  Reoffer  Prospectus  have been  audited by
Stegman & Company LLP, independent public accountants, to the extent and for the
periods set forth in their report  incorporated in this prospectus by reference,
and are  incorporated  herein  in  reliance  upon  that  report  given  upon the
authority of Stegman & Company LLP as experts in auditing and accounting.

                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the information  requirements of the Exchange Act and
file reports,  proxy statements and other information with the SEC. You may read
and copy any report that we file at the public reference  facilities  maintained
by the Securities and Exchange Commission at 450 Fifth Street,  N.W., Room 1024,
Washington,  D.C. 20549 and at the Securities and Exchange Commission's regional
offices  located at Seven World Trade  Center,  Suite 1300,  New York,  New York
10048, and 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661. Please
call the SEC at  1-800-SEC-0880  for more information about the public reference
rooms.  Our Securities and Exchange  Commission  filings are also available from
the Securities and Exchange Commission's website located at HTTP://WWW.SEC.GOV.

         Our main  office  is  located  at 925 West  Kenyon  Avenue,  Suite  15,
Englewood, Colorado 80110.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The  following  documents  previously  filed  with the  Securities  and
Exchange  Commission (the  "Commission")  by View Systems,  Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are, as of their  respective  dates,  hereby  incorporated  by reference in this
Registration Statement:

         (i) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;

                                      -14-


         (ii) All other reports of the Company  filed  pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Company's documents referred to in Paragraph (i) above; and

         (iii) The  description of the Company's  Common Stock  contained in the
Company's Registration Statement on Form SB-2 Registration Numbers 333-94411 and
333-55394 filed with the Commission.

         All other documents  filed by the Company with the Commission  pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a  post-effective  amendment which
indicates that all of the Company's  shares of Common Stock, par value $.001 per
share (the  "Shares"),  offered  hereby  have been sold or that all Shares  then
remaining  unsold have been  deregistered  shall be deemed to be incorporated by
reference  in and made a part of this  Registration  Statement  from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained herein or in a document subsequently filed modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

         We  have  filed  with  the   Securities   and  Exchange   Commission  a
registration statement on Form S-8 under the Securities Act of 1933, as amended,
Registration Number 333-62912 filed on June 13, 2001, with respect to the common
stock covered by this Reoffer Prospectus.  This Reoffer  Prospectus,  which is a
part of the  registration  statement,  does not contain all the  information set
forth in, or annexed as exhibits to, the registration statement, as permitted by
the SEC's rules and regulations.  For further information with respect to us and
the common  stock  offered  under this Reoffer  Prospectus,  please refer to the
registration statement,  including the exhibits, copies of which may be obtained
from the locations described above.  Statements concerning any document filed as
an exhibit are not necessarily  complete and, in each instance,  we refer you to
the copy of the document filed as an exhibit to the registration statement.

         You can obtain any of the documents  incorporated  by reference in this
document  through  us or the SEC  through  the  SEC's  web  page at the  address
disclosed  above.  Documents  incorporated  by reference are  available  from us
without charge (other than exhibits to such documents). You can obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone. Written requests should be directed to:

                               View Systems, Inc.
                        925 West Kenyon Avenue, Suite 15
                            Englewood, Colorado 80110
                         Attention: Corporate Secretary

         Telephone  requests may be directed to the Corporate  Secretary of View
Systems, Inc. at (303) 783-9153.

         We have not  authorized  anyone to give any  information or to make any
representation  that  is not  contained  in  this  prospectus,  or in any of the
materials we have  incorporated  into this  prospectus and if any information or
representation  is given or made,  you  should  not rely upon it as having  been
authorized.  If you are in a

                                      -15-


jurisdiction  where offers to sell, or solicitations of offers to purchase,  the
securities to which this prospectus relates is unlawful,  or if you are a person
to whom it is  unlawful  to  make an  offer  or  solicitation,  then  the  offer
presented in this  prospectus does not extend to you.  Neither  delivery of this
prospectus  nor any sale of  securities to which this  prospectus  relates will,
under any circumstances,  imply or create any implication that there has been no
change in the affairs or  condition of us since the date of this  prospectus  or
that the  information  contained  herein is correct as of any time subsequent to
the date of this prospectus.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Florida  corporations are authorized to indemnify against liability any
person who is a party to any legal proceeding  because such person is a director
or officer of the  corporation.  The officer or director  must act in good faith
and  in a  manner  reasonably  believed  to be in  the  best  interests  of  the
corporation  and,  with respect to any criminal  action or  proceeding,  have no
reasonable cause to believe the conduct was unlawful. Florida law does not allow
indemnification for an act or omission that involves intentional misconduct or a
knowing  violation  of a law.  In the case of an  action  by or on  behalf  of a
corporation,   indemnification   may  not  be  made   if  the   person   seeking
indemnification  is found  liable,  unless  the court in which  such  action was
brought   determines   such  person  is  fairly  and   reasonably   entitled  to
indemnification.  Indemnification  is required if a director or officer has been
successful on the merits.

         The  indemnification  authorized under Florida law is not exclusive and
is in  addition  to any other  rights  granted  to  officers  and  directors.  A
corporation may purchase and maintain insurance or furnish similar protection on
behalf of any officer or director. Our articles of incorporation provide for the
indemnification  of  directors  and  executive  officers to the  maximum  extent
permitted by Florida law.

         As indemnification for liabilities arising under the Securities Act may
be permitted our directors,  or officers or persons controlling us, we have been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

                                      -16-


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents  previously  filed with the  Securities  and  Exchange
Commission (the "Commission") by View Systems,  Inc. (the "Company") pursuant to
the Securities  Exchange Act of 1934, as amended (the "Exchange Act") are, as of
their respective  dates,  hereby  incorporated by reference in this Registration
Statement:

         (i) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;

         (ii) All other reports of the Company  filed  pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Company's documents referred to in Paragraph (i) above; and

         (iii) The  description of the Company's  Common Stock  contained in the
Company's Registration Statement on Form SB-2 Registration Numbers 333-94411 and
333-55394 filed with the Commission.

All  other  documents  filed by the  Company  with the  Commission  pursuant  to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Prospectus  and prior to the filing of a  post-effective  amendment  which
indicates that all of the Company's  shares of Common Stock, par value $.001 per
share (the  "Shares"),  offered  hereby  have been sold or that all Shares  then
remaining  unsold have been  deregistered  shall be deemed to be incorporated by
reference  in and made a part of this  Registration  Statement  from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained herein or in a document subsequently filed modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.



                                      -17-



ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Florida  corporations are authorized to indemnify  against  liability any person
who is a party to any legal  proceeding  because  such  person is a director  or
officer of the  corporation.  The officer or director must act in good faith and
in a manner  reasonably  believed to be in the best interests of the corporation
and, with respect to any criminal action or proceeding, have no reasonable cause
to believe the conduct was unlawful.  Florida law does not allow indemnification
for an  act or  omission  that  involves  intentional  misconduct  or a  knowing
violation  of a law. In the case of an action by or on behalf of a  corporation,
indemnification  may not be made if the person seeking  indemnification is found
liable, unless the court in which such action was brought determines such person
is  fairly  and  reasonably  entitled  to  indemnification.  Indemnification  is
required if a director or officer has been successful on the merits.

The  indemnification  authorized  under  Florida law is not  exclusive and is in
addition to any other rights  granted to officers and  directors.  A corporation
may purchase and maintain  insurance or furnish similar  protection on behalf of
any officer or director. The Company's articles of incorporation provide for the
indemnification  of  directors  and  executive  officers to the  maximum  extent
permitted by Florida law.

As  indemnification  for  liabilities  arising under the  Securities  Act may be
permitted  the  Company's  directors,  or  officers or persons  controlling  the
Company,  we have been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibits.
---------
Copies of the following  documents are included as exhibits to this registration
statement pursuant to Item 601 of Regulation S-K.




                                      -18-


SEC
Exhibit
No.      Description

3.01     Articles of Incorporation*

3.02     Bylaws*

4.01     Specimen certificate for Common Stock*

5.01     Legal  opinion,  including   consent  of  Gordon,  Feinblatt,  Rothman,
         Hoffberger & Hollander, LLC, regarding legality of  Common  Stock to be
         issued pursuant to the Employment Agreements of Gunther Than.**

23.01    Consent  of   Stegman  &  Company, LLP,  independent  certified  public
         accountants.**

99.01    Employment Agreement between Registrant and Gunther Than.*
-----------------------------------
*Incorporated by reference
** Filed hereith

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information 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 a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)      The   undersigned  Company  hereby   undertakes  that, for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  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.


(c)      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

                                      -19-


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.

                                      -20-


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable grounds to believe it meets all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Baltimore,  State of  Maryland,  on this 3rd day of
July, 2001.


                                               VIEW SYSTEMS, INC.


                                          By:  /s/ Gunther Than
                                               ---------------------------------
                                               Gunther Than, President and
                                                  Chief Executive Officer





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