LAW\56199\337755.01
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                             (Amendment No. 1)

                         Cavion Technologies, Inc.
                             (Name of Issuer)

                  Class A Common Stock, $.0001 par value)
                      (Title of Class of Securities)

                                149649 10 5
                              (CUSIP Number)


1)   Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

     Jeffrey W. Marshall

2)   Check the Appropriate Box if a Member of a Group

     (a) [ ]
     (b) [ ]

3)   SEC Use Only

4)   Citizenship or Place of Organization

     U.S.

Number of Shares         5)  Sole Voting Power         298,398
Beneficially Owned       6)  Shared Voting Power           500
By Each Reporting        7)  Sole Dispositive Power    298,398
Person With              8)  Shared Dispositive
                              Power                        500

9)   Aggregate Amount Beneficially Owned by Each Reporting Person

     298,898

10)  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
     [ ]

11)  Percent of Class Represented by Amount in Row (9)

     5.8%

12)  Type of Reporting Person

     IN


                            AMENDMENT NO. 1 TO
                             SCHEDULE 13G FOR
                            JEFFREY W. MARSHALL


Item 1(a)      Name of Issuer:  Cavion Technologies, Inc.

Item 1(b)      Address of Issuer's Principal Executive Offices:
               6446 S. Kenton Street, Englewood, Colorado 80111

Item 2(a)      Name of Person Filing:  Jeffrey W. Marshall

Item 2(b)      Address of Principal Business Office or, if None,
               Residence:  The address of the principal business office of
               Mr. Marshall is 6446 S. Kenton Street, Englewood, Colorado
               80111

Item 2(c)      Citizenship:  Mr. Marshall is a United States Citizen.

Item 2(d)      Title of Class of Securities:  Class A Common Stock, $.0001
               par value.

Item 2(e)      CUSIP Number:  149649-10-5

Item 3         If this statement is filed pursuant to Rules 13d-1(b), or
               13d-2(b), check whether the person filing is a:

                         (a) [  ]  Broker or Dealer registered under
                         Section 15 of the Securities Exchange Act of 1934
                         (the "Act").

                         (b) [  ]  Bank as defined in Section 3(a)(6) of
                         the Act.

                         (c) [  ]  Insurance Company as defined in Section
                         3(a)(19) of the Act.

                         (d) [  ]  Investment Company registered under
                         Section 8 of the Investment Company Act of 1940.

                         (e) [  ]  Investment Adviser registered under
                         Section 203 of the Investment Advisers Act of
                         1940.

                         (f) [  ]  Employee Benefit Plan, Pension Fund
                         which is subject to the provisions of the
                         Employee Retirement Income Security Act of 1974
                         or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).

                         (g) [  ]  Parent Holding Company, in accordance
                         with Rule 13d-1(b)(ii)(G) of the Act.

                         (h) [  ]  Group, in accordance with Rule 13d-
                         1(b)(1)(ii)(H) of the Act.

                         Not applicable.

Item 4         Ownership:

                    (a)  Amount Beneficially Owned:  Mr. Marshall is the
                    beneficial owner of 298,898 shares of Class A Common
                    Stock as of December 31, 2000.  Includes 500 shares
                    owned by his spouse, Sharon.  Also includes 83,334
                    shares issuable to Mr. Marshall upon the exercise of
                    outstanding stock options exercisable on December 31,
                    2000, or within 60 days thereafter.  Does not include
                    41,666 unvested options subject to a vesting schedule.

                    (b)  Percent of Class:  5.8% (based on 5,032,599
                    shares of Common Stock outstanding on December 31,
                    2000.)

                    (c)  Number of shares as to which such person has:

                                  (i)          sole power to vote or to
                        direct the vote:  298,398 shares.

                                  (ii)         shared power to vote or to
                        direct the vote:  500 shares.

                                               (iii)  sole power to
                        dispose or to direct the disposition of:  298,398
                        shares.

                                               (iv)   shared power to
                        dispose or to direct the disposition of:  500
                        shares.

Item 5         Ownership of Five Percent or Less of a Class:

               Not applicable.

Item 6         Ownership of More than Five Percent on Behalf of Another
               Person:

               Not applicable.

Item 7         Identification and Classification of the Subsidiary Which
                    Acquired the Security Being Reported on by the Parent
               Holding
                    Company:

               Not applicable.

Item 8         Identification and Classification of Members of the Group:

               Not applicable.

Item 9         Notice of Dissolution of Group:

               Not applicable.

Item 10             Certification:

               Not applicable.

               Not filed pursuant to Rule 13d-1(b).


                                 SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Dated: February 8, 2001            /s/Jeffrey W. Marshall
                                   Jeffrey W. Marshall