April 25, 2002


Securities and Exchange Commission
Division of Corporate Finance
Attention: Abby L. Adams
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

     Networks Associates, Inc.
     Registration Statement on Form S-4, SEC File No. 333-85170

Dear Ms. Adams:

     On behalf of Networks Associates, Inc. (the "Company"), this letter is
filed pursuant to Rule 477 under the Securities Act of 1933, with respect to
the Registration Statement on Form S-4, SEC File No. 333-85170, which was filed
on March 29, 2002 and amended on April 10, 2002 (the "Registration Statement").

     At this time, the Company has determined not to proceed with the exchange
offer relating to the Class A common stock of McAfee.com Corporation as
contemplated by the Registration Statement. No securities have been sold or
exchanged pursuant to the Registration Statement. Accordingly, the Company
hereby requests the withdrawal of the Registration Statement.


                                        NETWORKS ASSOCIATES, INC.

                                        /s/ STEPHEN C. RICHARDS
                                        Stephen C. Richards, Chief Operating
                                        Officer and Chief Financial Officer