Edgar Filing: NETWORKS ASSOCIATES INC/

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2002
REGISTRATION NO. 333-85170
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NETWORKS ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 7372 77-0316593
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

3965 FREEDOM CIRCLE
SANTA CLARA, CALIFORNIA 95054
(408) 988-3832
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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GEORGE SAMENUK
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
3965 FREEDOM CIRCLE
SANTA CLARA, CALIFORNIA 95054
(408) 988-3832
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
JEFFREY D. SAPER, ESQ.
KURT J. BERNEY, ESQ.
MICHAEL J. KENNEDY, ESQ.
JACK HELFAND, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as
promptly as practicable after this registration statement becomes effective and
upon consummation of the transactions described in the enclosed prospectus.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE(2) REGISTRATION FEE(3)
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Common Stock $0.01 par value per
share................................. 10,018,515 shares Not Applicable $213,535,640 $19,646
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(1) Represents the estimated maximum number of shares of Networks Associates,
Inc. common stock issuable upon consummation of the offer and the merger of
a subsidiary of Networks Associates, Inc. with McAfee.com Corporation.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended, based on the product of (i) $16.625, the average of the high and
low sales prices of McAfee.com Class A common stock as reported on the
Nasdaq National Market on April 4, 2002, and (ii) 12,844,249, the expected
maximum number of shares of McAfee.com Class A common stock to be acquired
in the offer and the merger (including exercisable options).

(3) 0.0092% of the Proposed Maximum Aggregate Offering Price. $17,724 of this
fee has been previously paid.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to Section
8(a), may determine.
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INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT MAY CHANGE. WE MAY NOT
COMPLETE THE EXCHANGE OFFER AND ISSUE THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION
WHERE THE OFFER IS NOT PERMITTED.

Prospectus Supplement to

Prospectus dated March 29, 2002

NETWORKS ASSOCIATES, INC.
SUPPLEMENT TO ITS OFFER TO EXCHANGE
0.78 OF A SHARE OF COMMON STOCK OF NETWORKS ASSOCIATES, INC.

FOR

EACH OUTSTANDING SHARE
OF CLASS A COMMON STOCK

MCAFEE.COM CORPORATION

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, APRIL 25, 2002, UNLESS EXTENDED.

This prospectus supplement relates to the offer by Networks Associates,
Inc., through its wholly-owned subsidiary, McAfee.com Holdings Corporation, to
exchange shares of its common stock for each outstanding share of Class A common
stock of McAfee.com Corporation that is validly tendered and not properly
withdrawn on or prior to the expiration of the offer, upon the terms and subject
to the conditions specified in the prospectus dated March 29, 2002 previously
filed with the Securities and Exchange Commission, which we refer to as the
"original prospectus." Network Associates has increased the exchange ratio in
the offer from 0.675 to 0.78 of a share of Network Associates common stock for
each share of McAfee.com Class A common stock. The offer will remain open until
12:00 midnight, Eastern Time, on Thursday, April 25, 2002, unless extended.

Except for the increase in the exchange ratio and the amendment of the
conditions of the offer, all other terms of the offer and the related merger
remain the same. The offer is conditioned on the tender of a sufficient number
of shares of McAfee.com Class A common stock such that, after consummation of
the offer, Network Associates would own at least 90% of the outstanding shares
of McAfee.com common stock. We have the right to waive or reduce the number of
McAfee.com shares required to be tendered in the offer. In no event, however,
will we exchange McAfee.com shares in the offer if less than a majority of the
outstanding McAfee.com shares, excluding shares beneficially owned by Network
Associates, are tendered in the offer. Our offer is also subject to other
conditions described herein in "Conditions of the Offer."

A SPECIAL COMMITTEE OF OUTSIDE AND INDEPENDENT DIRECTORS OF MCAFEE.COM'S
BOARD OF DIRECTORS HAS DETERMINED THAT THE EXCHANGE RATIO IN THE AMENDED OFFER
IS FAIR. BASED ON THAT DETERMINATION, THE SPECIAL COMMITTEE AND THE BOARD OF
DIRECTORS OF MCAFEE.COM, WITH BOTH SPECIAL COMMITTEE DIRECTORS VOTING IN FAVOR,
HAVE RECOMMENDED THAT STOCKHOLDERS ACCEPT OUR OFFER AND TENDER THEIR SHARES.

If the conditions to the offer are met and the offer is completed, Network
Associates will effect a short-form merger of McAfee.com and McAfee.com Holding
Corporation, unless it is not lawful to do so. If you have not validly tendered
your McAfee.com shares in the offer, your shares will be exchanged in the merger
for the same number of shares of Network Associates common stock that you would
have received if you had tendered your shares in the offer (unless you perfect
appraisal rights under Delaware law). If the offer is completed, no further
McAfee.com stockholder or board action is required for us to complete the
merger. As a result of the offer and the merger, McAfee.com will become a
wholly-owned subsidiary of Network Associates, the former public stockholders of
McAfee.com will own shares in Network Associates, and McAfee.com shares will no
longer trade publicly.

This prospectus supplement modifies and supercedes certain information
included in the original prospectus to reflect the increase in the exchange
ratio and the change to the conditions of the offer. This prospectus supplement
should be read in conjunction with the original prospectus and related letter of
transmittal.

Stockholders who have already tendered their McAfee.com shares pursuant to
the offer and who have not withdrawn such shares do not need to take any further
action to receive the additional Network Associates shares provided by the
increase in the exchange ratio if their shares are accepted for exchange
pursuant to the offer. Stockholders who wish to tender but have not yet done so,
should follow the instructions included in the original prospectus and letter of
transmittal previously mailed to them. That letter of transmittal remains
effective for the offer at the increased exchange ratio.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED NETWORK ASSOCIATES COMMON STOCK TO BE
ISSUED IN THE OFFER AND THE MERGER OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this prospectus supplement is April 10, 2002.

TABLE OF CONTENTS

PAGE
----

QUESTIONS AND ANSWERS ABOUT THE OFFER....................... 1
WHERE YOU CAN FIND MORE INFORMATION......................... 2
FORWARD-LOOKING STATEMENTS.................................. 2
RECENT DEVELOPMENTS......................................... 3
COMPARATIVE SHARE DATA...................................... 4
COMPARATIVE MARKET VALUE.................................... 5
COMPARATIVE PER SHARE PRICES AND DIVIDENDS.................. 6
THE OFFER................................................... 7
Amended Terms of the Offer................................ 7
Conditions to the Offer................................... 7
Procedure for Tendering Shares............................ 7
Plans for McAfee.com...................................... 7
BACKGROUND AND REASONS FOR THE OFFER AND THE MERGER......... 8
Background and Contacts................................... 8
JP Morgan Opinion......................................... 11
Stockholder Litigation.................................... 11
CONDITIONS OF THE OFFER..................................... 12
Minimum Tender Condition.................................. 12
NYSE Listing of Network Associates Common Stock........... 12
Registration Statement Effectiveness...................... 12
Other Conditions of the Offer............................. 12
SCHEDULE I: CERTAIN INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF NETWORK ASSOCIATES.................. 14

QUESTIONS AND ANSWERS ABOUT THE OFFER

The discussion set forth under "Questions and Answers About the Offer" in the
original prospectus is hereby amended and supplemented as follows:

Q: What will I receive in exchange for my shares?

A: For each outstanding share of McAfee.com Class A common stock that you
validly tender and do not properly withdraw, you will receive 0.78 of a
share of Network Associates common stock. You will not receive any
fractional Network Associates shares. Instead, the exchange agent for the
offer, acting as your agent, will aggregate any fractional shares issuable
and sell them for your account. The cash proceeds realized by the exchange
agent on the sale of fractional shares will be distributed to you and the
other tendering stockholders on a pro rata basis, net of commissions.

Q: What are the potential benefits of this offer to McAfee.com stockholders?

A: We believe that this offer should be attractive to McAfee.com stockholders
for the reasons described elsewhere in the original prospectus as well as
the following reasons:

- The exchange ratio of 0.78 of a share of Network Associates common stock
for each share of McAfee.com Class A common stock represents a 15.6%
increase over our original offer of 0.675 of a share of Network
Associates common stock for each share of McAfee.com Class A common
stock;

- The ability of McAfee.com's stockholders, through ownership of Network
Associates common stock, to participate in McAfee.com's business and
Network Associates' other businesses; and

- McAfee.com stockholders will receive a more liquid security. The market
for McAfee.com stock is illiquid compared to the market in Network
Associates' common stock. Network Associates' common stock trades on the
New York Stock Exchange, or NYSE, with a significantly higher average
daily volume than that for McAfee.com's stock.

Q: Has the McAfee.com special committee recommended that I tender my shares in
the offer?

A: Yes, a special committee of outside and independent directors of
McAfee.com's board of directors has determined that the exchange ratio that
is a part of our amended offer is fair. Based on that determination, the
special committee has recommended that stockholders accept Network
Associates' amended offer and tender their shares. A special committee of
outside and independent directors was formed because two of McAfee.com's
directors, George Samenuk and Stephen Richards, are also officers and/or
directors of Network Associates, and a third McAfee.com director, Srivats
Sampath, also has a conflict of interest in regard to the exchange offer.
See "Risk Factors -- You should be aware that there exist conflicts of
interest among members of the McAfee.com board of directors" in the
original prospectus. None of these persons is a member of the special
committee.

Q: What are the changes being made in the conditions to the offer?

A: Network Associates has changed several conditions to the offer, as follows:

- the minimum tender condition remains at 90% of the outstanding McAfee.com
shares, and we may waive or modify this condition. In no event, however,
will the offer be completed if less than a majority of the minority
(McAfee.com stockholders other than Network Associates) tender their
shares in the offer; and

- a condition has been added that the board of directors of McAfee.com or
the McAfee.com special committee shall not have (1) changed or modified
its recommendation with respect to the offer or (2) adopted or
implemented any structural defense, including adoption of a stockholders
rights plan or any stock or other equity issuance or retention program or
policy not approved in writing by Network Associates prior to such
adoption or implementation, which in the judgment of Network Associates
would or might restrain, prohibit or delay consummation of, or alter or
otherwise affect, the offer or the merger or materially impair the
contemplated benefits of the offer or the merger to Network Associates.

WHERE YOU CAN FIND MORE INFORMATION

Network Associates and McAfee.com file reports, proxy statements and other
information with the SEC, in accordance with the Securities Exchange Act of
1934. You may read and copy reports, proxy statements and other information
filed by Network Associates and McAfee.com at the public reference facilities of
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such materials can be obtained at prescribed rates from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information about the
public reference rooms. These reports, proxy statements and other information
filed with the SEC are available to the public over the Internet at the SEC's
World Wide Web site at http://www.sec.gov.

You can also inspect reports, proxy statements and other information about
Network Associates at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.

Network Associates has supplied all information contained or incorporated
by reference in this document relating to Network Associates and McAfee.com
Holdings Corporation. We have obtained the information contained in this
document relating to McAfee.com from McAfee.com or from publicly available
sources.

COPIES OF DOCUMENTS INCORPORATED BY REFERENCE ARE AVAILABLE FROM US WITHOUT
CHARGE UPON REQUEST TO OUR INFORMATION AGENT, D.F. KING & CO., INC., 77 WATER
STREET, NEW YORK, NEW YORK 10005, 1-800-431-9643. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY APRIL 18, 2002. IF YOU
REQUEST ANY SUCH DOCUMENTS FROM US, WE WILL MAIL THEM TO YOU BY FIRST CLASS
MAIL, OR ANOTHER EQUALLY PROMPT MEANS, WITHIN ONE BUSINESS DAY AFTER WE RECEIVE
YOUR REQUEST.

We have not authorized anyone to give any information or make any
representation about the offer or the merger that is different from, or in
addition to, that contained in the original prospectus or this prospectus
supplement or in any of the materials that we have incorporated by reference
into the original prospectus or this prospectus supplement. Therefore, you
should not rely on any other information. If you are in a jurisdiction where
offers to exchange or sell, or solicitations of offers to exchange or purchase,
the securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The information contained in
this document speaks only as of the date of this document unless the information
specifically indicates that another date applies.

FORWARD-LOOKING STATEMENTS

This prospectus supplement contains or incorporates by reference
forward-looking statements. Investors are cautioned that such forward-looking
statements are subject to risks and uncertainties, including those described
under "Risk Factors" on pages 6 through 9 of the original prospectus, many of
which are beyond our control. Accordingly, actual results may differ materially
from those expressed or implied in any such forward-looking statements. Words
such as "forecast," "estimate," "project," "plan," "believe," "expect,"
"anticipate," "intend" and similar expressions may identify forward-looking
statements.

All forward-looking statements are qualified by the risks described under
"Risk Factors" in the original prospectus which, if they develop into actual
events, could have a material adverse effect on the offer and the merger or on
our businesses, financial condition or results of operations. In addition,
investors should consider the other information contained in or incorporated by
reference into this prospectus.

We are not under any obligation and do not intend to make publicly
available any update or other revisions to any of the forward-looking statements
contained in this prospectus to reflect circumstances existing after the date of
this prospectus or to reflect the occurrence of future events even if experience
or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized.

RECENT DEVELOPMENTS

The section of the original prospectus entitled "Recent Developments" is
amended and supplemented as follows:

On March 26, 2002, we announced that the staff of the SEC has commenced a
"Formal Order of Private Investigation" and that we were postponing the
commencement of our exchange offer for McAfee.com shares which was previously
scheduled to commence on March 25, 2002. On March 29, 2002, we commenced our
offer.

As described in the original prospectus, we believe that the SEC inquiry is
focused on our accounting practices during the 2000 fiscal year, but the SEC may
look at other periods. On December 26, 2000, we announced three significant
events: the resignation of our top three executive officers; changes in our
channel sales policy; and a significant quarterly revenue shortfall based on
previously announced management expectations. In December 2000, we began a
transition from a "sell-in" to a "sell-through" business model in light of the
business decision by some of our distributors, including our largest
distributor, to reduce inventory levels, and due to the unpredictability of
demand in the distribution channel. Commencing January 1, 2001, we moved to the
sell-through business model for each distributor. Under this model, we recognize
revenue on products sold to distributors when the products are resold by the
distributor to their customers.

Although we cannot predict how long it will take to resolve, we will work
cooperatively with the SEC staff in connection with this inquiry.

COMPARATIVE PER SHARE DATA

The section of the original prospectus entitled "Comparative Per Share
Data" is amended (giving effect to the increase in the exchange ratio from 0.675
to 0.78) and restated as follows:

The following table presents the Network Associates and McAfee.com
historical and pro forma combined and McAfee.com pro forma equivalent per share
data as of and for the twelve months ended December 31, 2001. The information
presented should be read in conjunction with the historical financial statements
and related notes thereto of Network Associates and McAfee.com and the selected
historical financial data including the notes thereto, each incorporated by
reference in or included elsewhere in this prospectus. Comparative pro forma
data have been included for comparative purposes only and do not purport to be
indicative of (i) the results of operations or financial position which actually
would have been obtained if the offer and the merger had been completed at the
beginning of the period or as of the date indicated or (ii) the results of
operations or financial position which may be obtained in the future.

NETWORK
ASSOCIATES AND
MCAFEE.COM
UNAUDITED MCAFEE.COM
PRO FORMA EQUIVALENT
COMBINED UNAUDITED
PER SHARE DATA PRO FORMA
(1)(2)(3) PER SHARE DATA(1)
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YEAR ENDED DECEMBER 31, 2001
Loss before extraordinary item
Basic and Diluted......................................... $(0.81) $(0.64)
Net loss
Basic and Diluted......................................... $(0.80) $(0.63)
Cash dividends per share of common stock.................... 0.00 0.00
Book value per share of common stock(4)..................... $ 4.35 $ 3.39

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(1) The unaudited pro forma combined loss and book value per share of common
stock are based on McAfee.com stockholders (other than Network Associates
and its affiliates) receiving 0.78 of a share of Network Associates common
stock for each share of McAfee.com Class A common stock. The McAfee.com
equivalent unaudited pro forma per share data are calculated by multiplying
the unaudited pro forma combined per share data by 0.78.

(2) Reflects the historical operations of Network Associates and McAfee.com
adjusted to reflect the impact of purchase accounting by Network Associates
and the issuance of Network Associates common stock in the offer and merger.

(3) Based on the stock price of Network Associates as of April 9, 2002 and the
exchange ratio of 0.78 of a share, we have estimated a purchase price of
approximately $207.4 million. For purposes of the calculation of pro forma
combined net loss per share, we have performed a preliminary allocation of
this purchase price and estimated a useful life for the resulting
identifiable intangibles. We have estimated that approximately $20 million
will be allocated to the minority share of intangibles, primarily purchased
technology, tradenames, website and customer contracts and lists, and have
estimated the useful lives of these intangibles to be between 2 and 3 years.
In addition, we have provided for an estimated deferred tax liability of
approximately $8 million in respect of these intangibles. Of the total
estimated purchase price, approximately $169.6 million is estimated to be
recorded as goodwill, which will not be subject to amortization. The
purchase price and associated allocation is estimated based on facts and
circumstances as of the date of this prospectus supplement. Upon completion
of the offer and merger, we will perform a more detailed purchase price
allocation. We have also included within pro forma combined net loss per
share an adjustment for amortization of estimated stock compensation to be
recorded as a result of the assumption of McAfee.com options in the merger
of approximately $20.8 million together with an associated tax benefit of
approximately $8.3 million. Both of these amounts will be amortized to
expenses and to Network Associates' provision for income taxes over an
estimated period of 30 months. Pro forma combined net loss per share
excludes an estimated stock-based compensation charge of approximately $9
million related to vested McAfee.com options, which will be assumed by us.

(4) Book value per share of common stock is computed by dividing stockholders'
equity by the number of shares of common stock outstanding as of December
31, 2001 of 140.7 million and of 47.5 million for Network Associates and
McAfee.com, respectively. Pro forma book value per share is computed by
dividing pro forma stockholders' equity by the pro forma number of shares of
common stock outstanding as of December 31, 2001.

COMPARATIVE MARKET VALUE

The section of the original prospectus entitled "Comparative Market Value"
is amended (giving effect to the increase in the exchange ratio from 0.675 to
0.78) and restated as follows:

The following table sets forth:

- the closing prices per share and aggregate market value of Network
Associates common stock on the New York Stock Exchange and of McAfee.com
common stock on the Nasdaq National Market, on March 15, 2002, the last
trading day prior to the public announcement of the offer, and on April
9, 2002, the last trading day prior to the public announcement of the
amended offer; and

- the equivalent price per share and equivalent market value of McAfee.com
Class A common stock, based on the exchange ratio.

NETWORK ASSOCIATES MCAFEE.COM MCAFEE.COM
HISTORICAL HISTORICAL EQUIVALENT(1)
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On March 15, 2002
Closing price per share of common stock..... $27.61 $ 15.54 $ 21.54
Market value of common stock(2)............. $ 4.0 billion $742.7 million $ 1.0 billion
On April 9, 2002
Closing price per share of common stock..... $22.50 $ 16.50 $ 17.55
Market value of common stock(3)............. $ 3.3 billion $789.0 million $839.2 million

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(1) The McAfee.com equivalent data corresponds to an exchange ratio of 0.78 of a
share of Network Associates common stock for each share of McAfee.com common
stock.

(2) Market value based on 145,934,353 shares of Network Associates common stock
and 47,790,998 shares of McAfee.com common stock outstanding on March 15,
2002, including the 36,000,000 shares of Class B common stock owned by
Network Associates, excluding shares held in treasury.

(3) Market value based on 146,506,940 shares of Network Associates common stock
and 47,817,700 shares of McAfee.com common stock outstanding on March 31,
2002, including the 36,000,000 shares of Class B common stock owned by
Network Associates, excluding shares held in treasury.

The market prices of shares of Network Associates common stock and
McAfee.com common stock are subject to fluctuation. You are urged to obtain
current market quotations. See the risk factor entitled "Because the number of
Network Associates shares that you receive in the offer is fixed, the value of
Network Associates shares at the time you receive them could be less than their
value at the time you tender your McAfee.com shares" on page 6 of the original
prospectus.

COMPARATIVE PER SHARE PRICES AND DIVIDENDS

The section of the original prospectus entitled "Comparative Per Share
Prices and Dividends" is amended and supplemented as follows:

Set forth below are the high and low closing sales prices per share for
Network Associates on the NYSE and McAfee.com on the Nasdaq National Market for
2002 through April 9, 2002, the last trading day prior to the public
announcement of our amended offer.

NETWORK ASSOCIATES
COMMON STOCK
-------------------
HIGH LOW
-------- --------

2002:
Second Quarter (through April 9, 2002).................... $23.81 $22.50
First Quarter............................................. $30.26 $22.23

MCAFEE.COM
COMMON STOCK
---------------
HIGH LOW
------ ------

2002:
Second Quarter (through April 9, 2002).................... $17.34 $16.50
First Quarter............................................. $40.98 $10.40

You are urged to obtain current market quotations. See "Risk Factors --
Because the number of Network Associates shares that you receive in the offer is
fixed, the value of Network Associates shares at the time you receive them could
be less than their value at the time you tender your McAfee.com shares" on page
6 of the original prospectus.

THE OFFER

AMENDED TERMS OF THE OFFER

The discussion set forth in the original prospectus regarding the terms of
the offer is hereby amended and supplemented as follows:

Network Associates is offering, upon the terms and subject to the
conditions set forth in the original prospectus, the related letter of
transmittal and this prospectus supplement, to exchange 0.78 of a share of
Network Associates common stock for each outstanding share of Class A common
stock of McAfee.com that is validly tendered on or prior to the expiration date
and not properly withdrawn. This exchange ratio represents a 15.6% increase over
our original offer of 0.675 of a share of Network Associates common stock for
each share of McAfee.com Class A common stock.

The term "expiration date" means 12:00 midnight, Eastern Time, on April 25,
2002, unless we extend the period of time for which this offer is open, in which
case the term "expiration date" means the latest time and date on which the
offer, as so extended, expires.

Except for the increase in the exchange ratio and change in the conditions
of the offer, all other terms of the offer and the related merger remain the
same.

CONDITIONS TO THE OFFER

The discussion set forth under "The Offer -- Conditions to the Offer" in
the original prospectus is hereby amended in its entirety by the discussion
under "Conditions of the Offer" set forth in this prospectus supplement.

PROCEDURE FOR TENDERING SHARES

Stockholders who wish to tender McAfee.com shares but have not yet done so,
should follow the instructions included in the original prospectus and letter of
transmittal previously mailed to them. That letter of transmittal remains
effective, subject to the terms of the original prospectus and this prospectus
supplement, for the offer at the increased exchange ratio. Tendering
stockholders are entitled to withdraw tendered shares until 12:00 midnight,
Eastern Time, on Thursday, April 25, 2002.

PLANS FOR MCAFEE.COM

The discussion set forth under "The Offer -- Plans for McAfee.com" in the
original prospectus is hereby amended and supplemented as follows:

In connection with integration activities, we intend to actively consider
retention programs for key employees of McAfee.com, including the executive
officers, but no such programs have been adopted or agreed to as of the date of
this prospectus supplement.

BACKGROUND AND REASONS FOR THE OFFER AND THE MERGER

BACKGROUND AND CONTACTS

The discussion set forth in the original prospectus under "Background and
Reasons for the Offer and the Merger" is hereby amended and supplemented as
follows:

The special committee of the McAfee.com board of directors is comprised of
independent and outside directors: Mr. Frank Gill and Dr. Richard Schell. The
McAfee.com special committee retained Morgan Stanley & Co., Incorporated, or
Morgan Stanley, as its financial advisor and the law firm of Skadden, Arps,
Slate, Meagher & Flom, LLP, or Skadden Arps, as its legal counsel.

Network Associates' retained J.P. Morgan Securities, Inc., or JPMorgan, as
its financial adviser and its outside legal counsel is Wilson Sonsini Goodrich &
Rosati P.C., or WSGR.

On April 3, 2002, representatives of JPMorgan and Morgan Stanley met at
JPMorgan's San Francisco offices. During this meeting, the Morgan Stanley
representatives presented the special committee's views on the transaction and
the related exchange ratio. The participants also discussed the possibility of
Network Associates and McAfee.com conducting a mutual financial due diligence
investigation. The participants did not have authority to negotiate or agree on
the pricing terms of the offer.

On April 4, 2002, prior to commencement of mutual due diligence and any
indication that Network Associates might increase the exchange ratio in the
offer, the McAfee.com special committee delivered to our chief executive
officer, George Samenuk, the following letter on McAfee.com letterhead:

Mr. George Samenuk
Chairman and Chief Executive Officer
Network Associates, Inc.
3965 Freedom Circle
Santa Clara, California 94054

RE: NET Exchange Offer

Dear George:

The Special Committee of the board of directors of McAfee.com
Corporation ("McAfee.com") understands that our financial advisors
held discussions on April 3, 2002 and earlier today regarding the
terms of the Network Associates, Inc. ("Network Associates") offer to
exchange 0.675 of a share of common stock of Network Associates for
each share of McAfee.com's Class A common stock commenced on March 29,
2002 (the "Offer"). As a result of those discussions, we look forward
to conducting mutual diligence review with the expectation of a
material improvement in the Offer. As you know, prior to the
commencement of the Offer we had stated in a March 25, 2002 press
release that, based on analysis conducted to date, we had determined
that the proposed exchange ratio was financially inadequate. We stated
that view prior to the public revelation of March 27, 2002 that the
Securities and Exchange Commission has pending a formal investigation
into the accounting practices of Network Associates.

Absent productive discussions between the respective
representatives of the Special Committee and Network Associates, we
will be required to make our recommendation to the full board of
directors on April 8, 2002 that the full board of directors determine
that the Offer is financially inadequate and not in the best interests
of the holders of McAfee.com common stock, and will recommend that
McAfee.com file and mail to its stockholders a
Solicitation/Recommendation Statement on Schedule 14D-9 containing
such determination (the "Inadequacy Schedule 14D-9"). The Special
Committee is prepared to recommend that McAfee.com avail itself of all
structural defenses, including the implementation of a stockholders
right plan, which we would recommend include a provision mandating
certain procedures be followed in connection with the redemption of
rights in order to enhance value to all stockholders in the event of a
change in board composition.

These procedures would include the requirement that the board of
directors of McAfee.com receive an opinion from an independent
financial advisor that any transaction facilitated by such redemption
is fair to the stockholders of McAfee.com from a financial point of
view and that the redemption of rights would be in the best interests
of the stockholders of McAfee.com.

The Special Committee anticipates that the Inadequacy Schedule
14D-9 would identify a variety of reasons in support of the inadequacy
of the Offer, including, but not limited to:

- the Special Committee's considered view that after taking into
account the current and historical financial condition, results
of operation, competitive position, business prospects and
strategic objectives of each of McAfee.com and Network
Associates, that the Offer undervalues the long-term value
inherent in McAfee.com as a stand-alone company;

- the advice of Morgan Stanley & Co. Incorporated that, if
requested, it is prepared to render an opinion to the Special
Committee that, subject to and based on considerations that
would be described in Morgan Stanley's written opinion, the
proposed 0.675 exchange ratio would be inadequate from a
financial point of view to the stockholders of McAfee.com,
other than Network Associates and its affiliates;

- to date, Network Associates has not given McAfee.com an
opportunity to evaluate Network Associates' common stock,
including any ability to assess the impact of Network
Associates' announcement on March 26, 2002 that the Securities
and Exchange Commission has commenced a "Formal Order of
Private Investigation," which Network Associates has described
as an inquiry focused on accounting practices during the 2000
fiscal year but which also may "look to other periods;" and

- the lack of certainty with respect to the Offer as a result of
(i) Network Associates' ability to terminate the Offer based on
its good faith judgment of an actual or threatened material
adverse change in, among other things, the prospects of
McAfee.com and its subsidiaries, taken as a whole, (ii) a
condition requiring Network Associates' registration statement
relating to the Offer be declared effective by the SEC, and
(iii) Network Associates' right to waive a condition to its
Offer that, after its purchase of shares of Class A common
stock in the Offer, Network Associates would own at least 90%
of the outstanding capital stock of McAfee.com.

Our financial and legal advisors are available immediately to
hold discussions with respect to the Offer. We look forward to
productive discussions and quick resolution of these matters with a
hope that we can arrive at the terms of a transaction that the Special
Committee can support. Notwithstanding that desire, the Special
Committee has a responsibility to our stockholders and to act in what
we believe to be their best interests, and we intend to discharge it.

Very truly yours,

/s/ FRANK GILL
-------------------------------------
Frank Gill

/s/ RICHARD SCHELL
-------------------------------------
Richard Schell

On April 5, 2002, representatives of Morgan Stanley and JPMorgan held
discussions about the timing and scope of mutual financial diligence review of
McAfee.com and Network Associates. Also on April 5, 2002, representatives of
Skadden Arps and WSGR discussed the timing and scope of mutual legal diligence
review of McAfee.com and Network Associates.

On April 6, 2002, representatives of Morgan Stanley and JPMorgan conducted
mutual financial diligence review. Representatives of Skadden Arps had
telephonic discussions with Kent Roberts, executive vice

president and general counsel of Network Associates, and representatives of WSGR
about legal matters relating to Network Associates.

On April 7, 2002, the Network Associates board met telephonically to
receive an update from our legal and financial advisers regarding the offer and
the results of mutual legal and financial due diligence. Following this update
and on the basis of a number of factors, as described below, the Network
Associates board of directors approved the formation of a pricing committee of
the board with Mr. Samenuk as the sole committee member. The pricing committee
was authorized, following consultation with board members and the proper
officers of the company and its advisers, to (1) increase the exchange ratio in
the offer and (2) change the conditions of the offer. Approval of any such
increase in the exchange ratio was conditioned on Mr. Samenuk's prior receipt of
confirmation from JPMorgan that the exchange ratio in the offer made to the
McAfee.com stockholders, as amended, was fair to Network Associates from a
financial point of view. The factors considered by the Network Associates board
included input from Network Associates' management, JPMorgan and WSGR, market
trading patterns, questions, comments from the McAfee.com special committee's
financial and legal advisors and the considerations outlined in the original
prospectus.

Following the Network Associates board meeting, Mr. Samenuk, after
consulting with the proper officers of Network Associates and our financial and
legal advisors, requested that a representative of JPMorgan communicate to a
Morgan Stanley representative a proposed exchange ratio of 0.7425 and the
proposed amended offer conditions.

On April 8, 2002, representatives of WSGR and Skadden Arps reviewed the
McAfee.com special committee's modifications to the proposed amended offer
conditions.

On April 8, 2002, Messrs. Gill and Samenuk attempted unsuccessfully on
several occasions to speak with each other by telephone. Mr. Samenuk and other
members of senior management were traveling that day to attend Network
Associates' quarterly board meeting in New York City.

On April 9, 2002, Messrs. Gill and Samenuk spoke by telephone. During this
conversation, Mr. Gill requested an additional increase in the offer price and
indicated that the special committee was seeking modifications to the proposed
amended offer conditions. Mr. Samenuk indicated that he intended to confer with
the members of the Network Associates board, financial advisors and legal
counsel regarding the proposal.

At Mr. Samenuk's direction, after conferring with Network Associates board
members and our advisors, representatives of WSGR communicated to Skadden Arps
agreed changes to the offer conditions and a representative of JPMorgan
communicated to Morgan Stanley an increased exchange ratio of 0.76.

Mr. Gill conferred telephonically with the special committee's legal and
financial advisers and determined preliminarily to accept the amended conditions
and propose an increased exchange ratio. Mr. Gill called Mr. Samenuk and
following discussion Mr. Gill indicated to Mr. Samenuk that he thought the
special committee would approve an amended exchange ratio of 0.78.

On the evening of April 9, 2002, the McAfee.com special committee met with
its financial and legal advisors. After receiving the oral opinion of Morgan
Stanley, subsequently confirmed in writing, that, subject to and based on the
assumptions set forth in its written opinion, the exchange ratio was fair from a
financial point of view to the holders of Class A common stock, other than
Network Associates and its affiliates, the McAfee.com special committee,
determined unanimously that the offer is fair and resolved to recommend that
holders of Class A common stock accept the offer and exchange their shares in
the offer.

Following the special committee meeting, the full McAfee.com board met,
with representatives of Skadden Arps and Morgan Stanley present, and received
the recommendation of the McAfee.com special committee. The McAfee.com board
then, upon reliance of the recommendation of the special committee, determined
unanimously that the offer is fair and recommended that holders of Class A
common stock accept the offer and exchange their shares in the offer and
authorize the filing of the Schedule 14D-9.

On April 10, 2002, before the opening of market trading, Network Associates
and McAfee.com issued a joint press release announcing the amended offer.

JP MORGAN OPINION

The discussion set forth in the original prospectus under "Background and
Reasons for the Offer and the Merger -- JP Morgan Opinion" is amended and
supplemented as follows:

In connection with the amended offer and increase in the exchange ratio, on
April 9, 2002, JPMorgan delivered to George Samenuk, in his capacity as a member
of the pricing committee of our board of directors, oral confirmation, which was
subsequently confirmed in writing to our board of directors, to the effect that
as of that date and based upon and subject to the assumptions, qualifications
and limitations set forth in the written opinion, the exchange ratio made to the
stockholders of McAfee.com in the amended offer and merger was fair to us, from
a financial point of view. The full text of JPMorgan's opinion is attached as
Exhibit 99.9 to the registration statement of which this prospectus supplement
forms a part.

STOCKHOLDER LITIGATION

The discussion set forth in the original prospectus under "Background and
Reasons for the Offer and the Merger -- Stockholder Litigation" is hereby
amended and supplemented as follows:

On March 18, 2002, several putative class action lawsuits were filed in the
Court of Chancery in the State of Delaware, New Castle County, against Network
Associates, McAfee.com and the directors of McAfee.com, alleging that defendants
have breached their fiduciary duties to McAfee.com stockholders by, among other
things, making an inadequate offer to acquire the publicly-held stock of
McAfee.com.

On April 2, 2002, plaintiffs filed an amended complaint in Delaware court.
The amended complaint generally alleges that (i) the consideration offered by
Network Associates in the offer undervalues the McAfee.com common stock and (ii)
Network Associates failed to disclose all material information needed by the
class of plaintiffs to make informed decisions regarding the fairness of the
offer. The plaintiffs continue to seek, among other things, to recover
unspecified damages and costs and to enjoin or rescind the transactions
contemplated by the offer.

On April 4, 2002, the Delaware Court of Chancery ordered a preliminary
injunction hearing to take place on April 24, 2002. Discovery in this case is
set to begin during the week of April 4, 2002. We believe that these lawsuits
are without merit and intend to vigorously defend the cases.

On March 19, 2002, a putative class action lawsuit was also filed in the
Superior Court of the State of California, County of Santa Clara, against
Network Associates and various officers and the directors of McAfee.com,
asserting allegations substantially similar to those filed in the Delaware Court
of Chancery. The California action is captioned Justin Peyton, On Behalf of
Himself and All Others Similarly Situated v. Stephen C. Richards, et al,, Case
No. CV806199.

On April 2, 2002, defendants removed the California state action to the
United States District Court for the Northern District of California. On April
4, 2002, plaintiff moved for an order shortening time on his motion to remand
the case to state court and for expedited discovery. On April 8, 2002,
defendants filed a motion to dismiss the California case under the Securities
Litigation Uniform Standards Act of 1998. The hearing date on this motion is not
yet scheduled. We believe that the California case is without merit and intend
to vigorously defend it.

Since April 6, 2002, counsel for Network Associates and counsel for the
plaintiffs in the Delaware litigation have been engaged in ongoing arms-length
discussions with respect to a possible settlement of the litigation.

The description of these actions is qualified in its entirety by reference
to the allegations in the related complaints, which we have filed with the SEC
and which we incorporate by reference into this prospectus.

CONDITIONS OF THE OFFER

The discussion set forth in the original prospectus under "Conditions of
the Offer" is hereby amended and restated as follows:

Notwithstanding any other provision of the offer, and without prejudice to
Network Associates' and McAfee.com Holdings' other rights, neither Network
Associates nor McAfee.com Holdings will be required to accept for exchange or,
subject to any applicable rules of the SEC, exchange any shares of McAfee.com
common stock, and Network Associates and McAfee.com Holdings may terminate,
extend or amend the offer if, at the expiration date, any of the following offer
conditions have not been satisfied or, to the extent permitted, waived. We will
not waive the New York Stock Exchange listing and registration statement
effectiveness conditions and our ability to waive the minimum condition is
restricted.

MINIMUM TENDER CONDITION

There must be validly tendered and not properly withdrawn prior to the
expiration of the offer a number of McAfee.com shares which, together with the
McAfee.com shares we currently own (which will be converted into Class A common
stock of McAfee.com), will constitute at least 90% of the total number of
outstanding shares of Class A common stock as of the date that McAfee.com
Holdings accepts the McAfee.com shares for exchange pursuant to the offer. As of
March 31, 2002, there were 11,817,700 shares of McAfee.com Class A common stock
outstanding. Assuming that no additional shares of McAfee.com common stock are
issued prior to the expiration of the offer (whether upon exercise of employee
stock options or otherwise), we believe that the minimum tender condition would
be satisfied if at least an aggregate of 7,035,930 shares of McAfee.com Class A
common stock are validly tendered pursuant to the offer and not properly
withdrawn. We also have the right to waive or reduce the number of McAfee.com
shares that are required to be tendered in the offer. In no event, however, will
we exchange McAfee.com shares in the offer if less than a majority of the
outstanding McAfee.com shares, excluding shares beneficially owned by Network
Associates, are tendered in the offer.

NYSE LISTING OF NETWORK ASSOCIATES COMMON STOCK

Our offer is conditioned upon the shares of Network Associates common stock
which will be issued to the McAfee.com stockholders in the offer and the merger
being approved for listing on the NYSE, subject to official notice of issuance.

REGISTRATION STATEMENT EFFECTIVENESS

Our offer is conditioned upon the registration statement on Form S-4 of
which this prospectus is a part being declared effective under the Securities
Act of 1933, as amended, and not being subject to any stop order suspending its
effectiveness or any proceedings seeking a stop order.

OTHER CONDITIONS OF THE OFFER

Our offer is also subject to the conditions that, at the time of the
expiration date of the offer, none of the following shall have occurred and be
continuing which, in our good faith judgment, regardless of the circumstances,
makes it impossible or inadvisable to proceed with the offer or the merger:

(a) There shall have been (1) any action, proceeding or litigation, pending
or threatened, seeking to enjoin, make illegal or otherwise prevent or
materially delay consummation of the offer or the merger or otherwise relating
in any manner to the offer or the merger instituted before any court or other
regulatory or administrative authority, or (2) any order, stay, judgment or
decree issued by any court, government, governmental authority or other
regulatory or administrative authority and be in effect, or any statute, rule,
regulation, governmental order or injunction proposed, enacted, enforced or
deemed applicable to the offer, any of which would or might restrain, prohibit
or delay consummation of, or alter or otherwise affect, the offer or the merger
or materially impair the contemplated benefits of the offer or the merger to
Network Associates;

(b) There shall have occurred (and the adverse effect of such occurrence
shall, in the good faith judgment of Network Associates, be continuing) (1) any
general suspension of trading in, or limitation on prices for, securities on any
national exchange or in the over-the-counter market in the United States, (2)
any extraordinary or material adverse change in U.S. financial markets
generally, including, without limitation, a decline of at least 20% in either
the Dow Jones average of industrial stocks or the Standard & Poor's 500 Index
from March 29, 2002, (3) a declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States, (4) any limitation
(whether or not mandatory) by any governmental entity on, or any other event
that would reasonably be expected to materially adversely affect, the extension
of credit by banks or other lending institutions, (5) a commencement of a war or
armed hostilities or other national or international calamity directly or
indirectly involving the United States, which would reasonably be expected to
affect materially and adversely (or to delay materially) the consummation of the
offer or the merger, or (6) in the case of any of the foregoing existing at the
time of the commencement of the offer, a material acceleration or worsening
thereof;

(c) Any tender or exchange offer with respect to some or all of the
outstanding Network Associates common stock or the McAfee.com Class A common
stock (other than this offer), or a merger, acquisition or other business
combination proposal for Network Associates or McAfee.com (other than this offer
and the merger), shall have been proposed, announced or made by any person or
entity;

(d) There shall have occurred any event or events that have resulted, in
the good faith reasonable judgment of Network Associates, an actual or
threatened material adverse change in the business, condition (financial or
other), income, operations or stock ownership of Network Associates and its
subsidiaries, taken as a whole, or of McAfee.com and its subsidiaries, taken as
a whole;

(e) The board of directors of McAfee.com or the McAfee.com special
committee shall have (1) changed or modified its recommendation with respect to
the offer or (2) adopted or implemented any structural defense, including
adoption of a stockholders rights plan or any stock or other equity issuance or
retention program or policy not approved in writing by Network Associates prior
to such adoption or implementation, which in the judgment of Network Associates
would or might restrain, prohibit or delay consummation of, or alter or
otherwise affect, the offer or the merger or materially impair the contemplated
benefits of the offer or the merger to Network Associates; and

(f) There shall have occurred or be in existence any other event,
circumstance or condition which, in the good faith reasonable judgment of
Network Associates, would prevent McAfee.com Holdings or McAfee.com from
effecting the offer or the merger following the completion of the offer.

The foregoing conditions are solely for our benefit and we may assert them
regardless of the circumstances giving rise to any such conditions. We may also,
in our reasonable discretion, waive these conditions in whole or in part
(subject to the limitations on waiver described in the first paragraph of this
section). The determination as to whether any condition has been satisfied shall
be conclusive and binding on all parties. The failure by us at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed a continuing right which may be
asserted at any time and from time to time prior to the expiration of the offer.

SCHEDULE I

CERTAIN INFORMATION CONCERNING THE
DIRECTORS AND EXECUTIVE OFFICERS OF NETWORK ASSOCIATES

Schedule I to the original prospectus is hereby amended and supplemented
with the addition of the following new director added to the board of directors
of Network Associates in April 2002:

NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT,
FIVE-YEAR EMPLOYMENT HISTORY AND ADDRESS
-----------------------------------------------------
----------------------------------------------------------------------------

Liane Wilson.................... Director since April 2002. Since March 2001,
Ms. Wilson has been self-employed as a
consultant. From June 1999 to March 2001,
Ms. Wilson served as vice chairman of
Washington Mutual, Inc. From February 1985
to March 2001, Ms. Wilson held a number of
other senior level positions with Washington
Mutual, including executive vice president
for corporate operations and administration
and senior vice president of information
systems. During her tenure at Washington
Mutual, Ms. Wilson was responsible for
corporate technology and integration
activities relating to mergers and
acquisitions.

Facsimile copies of the letter of transmittal, properly completed and duly
executed, will be accepted. The letter of transmittal, certificates for
McAfee.com shares and any other required documents should be sent or delivered
by each McAfee.com stockholder or his broker, dealer, commercial bank, trust
company or other nominee to the exchange agent at one of its addresses set forth
below:

The Exchange Agent for the offer is:

EQUISERVE TRUST COMPANY, N.A.

By Mail: By Facsimile: By Hand:
PO Box 43014 781-575-2901 c/o Securities Transfer
Providence, RI 02940-3014 or and Reporting Services Inc
781-575-2232 100 William Street -- Galleria
New York, NY 10038

Confirm Facsimile by Telephone:

781-575-3120

By Overnight Courier:

150 Royall Street
Canton, MA 02021

Questions or requests for assistance or additional copies of this offer to
exchange and the letter of transmittal may be directed to the information agent
at the address and telephone number set forth below. Stockholders may also
contact their broker, dealer, commercial bank or trust company for assistance
concerning the offer.

The Information Agent for the offer is:

D.F. KING & CO., INC.

77 Water Street
New York, New York 10005
Call toll-free: 800-431-9643
Call collect: 212-269-5550 (Bankers and Brokers)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following documents are exhibits to the Registration Statement:

ITEM 21. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

3.1 Second Amended and Restated Certificate of Incorporation of
Networks Associates, Inc., as amended December 1, 1997
(incorporated by reference to Exhibit 3.1 to the
Registration Statement No. 333-48593 of Registrant on Form
S-4, as amended, under the Securities Act of 1933 filed with
the Commission on March 25, 1998).
3.2 Amended and Restated Bylaws of Networks Associates, Inc.
(incorporated by reference to Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the period
ended June 30, 2001 filed with the Commission on August 6,
2001).
3.3 Certificate of Designation of Series B Participating
Preferred Stock of the Registrant (incorporated by reference
to the Registrant's registration statement on Form 8-A filed
with the Commission on October 22, 1998).
3.4 Third Amended and Restated Certificate of Incorporation of
McAfee.com Corporation (incorporated by reference to Exhibit
3.3 to Registration Statement No. 333-87609 of McAfee.com
Corporation on Form S-1, as amended, under the Securities
Act of 1933).
3.5 Amended and Restated Bylaws of McAfee.com Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement No. 333-87609 of McAfee.com Corporation on Form
S-1, as amended, under the Securities Act of 1933).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding the validity of the Network
Associates common stock registered hereunder and as to tax
matters.
8.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation as to tax matters (included in Exhibit 5.1).
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants for Networks Associates, Inc.
23.3* Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page hereto).
99.1* Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter from Network Associates to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99.4* Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients.
99.5* Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
99.6* Summary Advertisement as published in The Wall Street
Journal on March 29, 2002.
99.7* Request from Networks Associates, Inc. dated March 29, 2002
for stockholder list of McAfee.com.
99.8* Press release of Network Associates announcing commencement
of the offer, dated March 29, 2002.
99.9 Opinion of JP Morgan Securities, Inc. dated April 9, 2002.
99.10* Complaint titled Stephen Bank v. McAfee.com, Srivats
Sampath, George Samenuk, Stephen C. Richards, Richard M.
Schell, Frank C. Gill and Network Associates Inc., filed on
March 18, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (Civil Action No. 19481-NC).

II-1

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

99.11* Complaint titled Justin Peyton v. Stephen C. Richards,
Srivats Sampath, Richard M. Schell, George Samenuk, Frank C.
Gill, Network Associates, Inc., filed on March 19, 2002 in
the Superior Court of the State of California, County of
Santa Clara (Case No. CV806199).
99.12* Complaint titled Ezra Birnbaum v. Srivats Sampath, Frank
Gill, George Samenuk, Stephen Richards, Richard Schell,
McAfee.com Corporation, and Network Associates, Inc., filed
on March 18, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (Civil Action No. 19482-NC).
99.13* Complaint titled Carl Brown v. Srivats Sampath, Frank Gill,
George Samenuk, Stephen Richards, Richard Schell, Network
Associates, Inc. and McAfee.com Corp., filed on March 18,
2002 in the Chancery Court of the State of Delaware, County
of New Castle (Civil Action No. 19483-NC).
99.14* Complaint titled Nick Monastero v. Srivats Sampath, Stephen
Richards, George Samenuk, Frank Gill, Richard Schell,
Network Associates, Inc., and McAfee.com Corporation, filed
on March 18, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (Civil Action No. 19485-NC).
99.15* Complaint titled Elizabeth Ebner v. Srivats Sampath, Frank
Gill, George Samenuk, Stephen Richards, Richard Schell,
Networks Associates, Inc. and McAfee.com Corporation, filed
on March 18, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (Civil Action No. 19487-NC).
99.16* Complaint titled Adrian Chin v. McAfee.com Corp., Srivats
Sampath, George Samenuk, Stephen Richards, Richard M.
Schell, Frank C. Gil and Network Associates, Inc., filed on
March 18, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (Civil Action No. 19484-NC).
99.17 First Amended Complaint titled Stephen Bank v. McAfee.com
Corp., Srivats Sampath, George Samenuk, Stephen C. Richards,
Richard M. Schell, Frank C. Gill and Networks Associates,
Inc. (Civil Action No. 19481-NC), Ezra Birnbaum v. Srivats
Sampath, Frank Gill, George Samenuk, Stephen Richards,
Richard Schell, McAfee.com Corporation and Networks
Associates, Inc. (Civil Action No. 19482-NC), and Carl Brown
v. Srivats Sampath, Frank Gill, George Samenuk, Stephen
Richards, Richard Schell, McAfee.com Corporation, and
Networks Associates, Inc. (Civil Action No. 19483-NC), filed
on April 2, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (incorporated by reference to
Exhibit (a)(17) to Amendment No. 1 to the Schedule TO filed
by the Registrant on April 10, 2002).
99.18 Press release jointly issued by Network Associates and
McAfee.com Corporation on April 10, 2002 announcing the
increase in the exchange ratio and change in certain
conditions of the offer.
99.19 Change in Control Agreement dated as of July 14, 2000, by
and between McAfee.com and Srivats Sampath (incorporated by
reference to Exhibit 10.17 to the Quarterly Report on Form
10-Q of McAfee.com Corporation filed with the Commission on
August 11, 2000).
99.20 Change in Control Agreement dated as of July 14, 2000, by
and between McAfee.com and Evan Collins (incorporated by
reference to Exhibit 10.18 to the Quarterly Report on Form
10-Q of McAfee.com Corporation filed with the Commission on
August 11, 2000).
99.21 First Amendment to the Change in Control Agreement dated as
of August 1, 2001, between McAfee.com and Srivats Sampath
(incorporated by reference to Exhibit 10.22 to the Quarterly
Report on Form 10-Q of McAfee.com Corporation filed with the
Commission on November 13, 2001).
99.22 First Amendment to the Change in Control Agreement dated as
of August 1, 2001, between McAfee.com and Evan Collins
(incorporated by reference to Exhibit 10.23 to the Quarterly
Report on Form 10-Q of McAfee.com Corporation filed with the
Commission on November 13, 2001).

---------------

* Previously filed

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Clara, State of California, on the 10th day of April, 2002.

NETWORKS ASSOCIATES, INC.

By: /s/ STEPHEN C. RICHARDS
------------------------------------
Stephen C. Richards
Chief Operating Officer and Chief
Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ GEORGE SAMENUK* Chief Executive Officer and April 10, 2002
------------------------------------------------ Chairman of the Board of Directors
George Samenuk (Principal Executive Officer)

/s/ STEPHEN C. RICHARDS Chief Operating Officer and Chief April 10, 2002
------------------------------------------------ Financial Officer (Principal
Stephen C. Richards Financial and Accounting Officer)
and Attorney-in-Fact

/s/ EDWIN L. HARPER* Director April 10, 2002
------------------------------------------------
Edwin L. Harper

/s/ LESLIE G. DENEND* Director April 10, 2002
------------------------------------------------
Leslie G. Denend

/s/ VIRGINIA GEMMELL* Director April 10, 2002
------------------------------------------------
Virginia Gemmell

/s/ ROBERT M. DUTKOWSKY* Director April 10, 2002
------------------------------------------------
Robert M. Dutkowsky

/s/ ROBERT PANGIA* Director April 10, 2002
------------------------------------------------
Robert Pangia

/s/ LIANE WILSON Director April 10, 2002
------------------------------------------------
Liane Wilson

*/s/ STEPHEN C. RICHARDS
------------------------------------------------
Stephen C. Richards,
Attorney-in-Fact

II-3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that Liane Wilson constitutes and
appoints George Samenuk and Stephen C. Richards, and each of them, her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign this registration statement (including all pre-effective and
post-effective amendments thereto and all registration statements filed pursuant
to Rule 462(b) which incorporate this registration statement by reference), and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, here substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

/s/ LIANE WILSON
------------------------------------------------
Liane Wilson

II-4

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

3.1 Second Amended and Restated Certificate of Incorporation of
Networks Associates, Inc., as amended December 1, 1997
(incorporated by reference to Exhibit 3.1 to the
Registration Statement No. 333-48593 of Registrant on Form
S-4, as amended, under the Securities Act of 1933 filed with
the Commission on March 25, 1998).
3.2 Amended and Restated Bylaws of Networks Associates, Inc.
(incorporated by reference to Exhibit 3.2 to the
Registrant's quarterly report on Form 10-Q for the period
ended June 30, 2001 filed with the Commission on August 6,
2001).
3.3 Certificate of Designation of Series B Participating
Preferred Stock of the Registrant (incorporated by reference
to the Registrant's registration statement on Form 8-A filed
with the Commission on October 22, 1998).
3.4 Third Amended and Restated Certificate of Incorporation of
McAfee.com Corporation (incorporated by reference to Exhibit
3.3 to Registration Statement No. 333-87609 of McAfee.com
Corporation on Form S-1, as amended, under the Securities
Act of 1933).
3.5 Amended and Restated Bylaws of McAfee.com Corporation
(incorporated by reference to Exhibit 3.2 to Registration
Statement No. 333-87609 of McAfee.com Corporation on Form
S-1, as amended, under the Securities Act of 1933).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding the validity of the Network
Associates common stock registered hereunder and as to tax
matters.
8.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation as to tax matters (included in Exhibit 5.1).
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants for Networks Associates, Inc.
23.2* Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page hereto).
99.1* Letter of Transmittal.
99.2* Form of Notice of Guaranteed Delivery.
99.3* Form of Letter from Network Associates to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99.4* Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients.
99.5* Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
99.6* Summary Advertisement as published in The Wall Street
Journal on March 29, 2002.
99.7* Request from Networks Associates, Inc. dated March 29, 2002
for stockholder list of McAfee.com.
99.8* Press release of Network Associates announcing commencement
of the offer, dated March 29, 2002.
99.9 Opinion of JP Morgan Securities, Inc. dated April 9, 2002.
99.10* Complaint titled Stephen Bank v. McAfee.com, Srivats
Sampath, George Samenuk, Stephen C. Richards, Richard M.
Schell, Frank C. Gill and Network Associates Inc., filed on
March 18, 2002 in the Chancery Court of the State of
Delaware, County of New Castle (Civil Action No. 19481-NC).

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------

99.21 First Amendment to the Change in Control Agreement dated as
of August 1, 2001, between McAfee.com and Srivats Sampath
(incorporated by reference to Exhibit 10.22 to the Quarterly
Report on Form 10-Q of McAfee.com Corporation filed with the
Commission on November 13, 2001).
99.22 First Amendment to the Change in Control Agreement dated as
of August 1, 2001, between McAfee.com and Evan Collins
(incorporated by reference to Exhibit 10.23 to the Quarterly
Report on Form 10-Q of McAfee.com Corporation filed with the
Commission on November 13, 2001).

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* Previously filed