<PAGE>   1
    As filed with the Securities and Exchange Commission on October 11, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            NETWORKS ASSOCIATES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<S>                                                       <C>
            DELAWARE                                             77-0316593
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
</TABLE>

                               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)

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

                            1997 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                                 GEORGE SAMENUK
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            NETWORKS ASSOCIATES, INC.
                               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)

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

                                    Copy to:

                             JEFFREY D. SAPER, ESQ.
                              KURT J. BERNEY, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
                                                  AMOUNT          PROPOSED MAXIMUM       PROPOSED MAXIMUM
           TITLE SECURITIES TO                    TO BE            OFFERING PRICE       AGGREGATE OFFERING        AMOUNT OF
              BE REGISTERED                     REGISTERED           PER SHARE                PRICE            REGISTRATION FEE
------------------------------------------- ------------------- --------------------- ----------------------- -------------------
<S>                                               <C>                 <C>                <C>                     <C>
 Common Stock to be issued under the
    Networks Associates, Inc. 1997 Stock
    Incentive Plan                                5,000,000           $15.36 (1)         $76,800,000.00 (1)      $19,200.00
------------------------------------------- ------------------- --------------------- ----------------------- -------------------
                                    TOTAL:        5,000,000                              $76,800,000.00          $19,200.00
=================================================================================================================================
</TABLE>

(1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee,
     based on the average between the high and low prices per share of the
     Common Stock as reported on the Nasdaq National Market on October 9, 2001.

================================================================================

<PAGE>   2


                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Security and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information filed with the Commission will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Section 13a, 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:

         (1) Our Annual Report on Form 10-K for the year ended December 31,
2000, filed with the Commission on April 2, 2001;

         (2) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001, filed with the Commission on August 6, 2001;

         (3) Our Current Report on Form 8-K, filed with the Commission on August
8, 2001; and

         (4) Our Current Report on Form 8-K, filed with the Commission on August
14, 2001.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

         Stephen C. Richards
         Chief Financial Officer
         Networks Associates, Inc.
         3965 Freedom Circle
         Santa Clara, CA 95054
         (408) 988-3832

         You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Second Restated Certificate of Incorporation limits
the liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not

                                      -2-
<PAGE>   3

be personally liable for monetary damages for breach of their fiduciary duties
as directors, except for liability (i) for any breach of their duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.

         The Registrant's Restated Bylaws provide that the Registrant shall
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by law. The Registrant believes that
indemnification under its Restated Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Registrant's Restated Bylaws
also permit the Registrant to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Registrant would have the
power to indemnify him or her against such liability under the General
Corporation Law of Delaware. The Registrant currently has secured such insurance
on behalf of its officers and directors.

         The Registrant has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities and Exchange Act of 1933, as amended. The
Registrant's Certificate of Incorporation, as amended, and Bylaws provide for
indemnification of its officers, directors, employees and other agents to the
maximum extent permitted by the Delaware Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                   DESCRIPTION
    -------                                  -----------
<S>                <C>
      4.1          Networks Associates, Inc. 1997 Stock Incentive Plan, as amended.
      5.1          Opinion of Counsel as to legality of securities being registered.
     23.1          Consent of Independent Accountants.
     23.2          Consent of Counsel (contained in Exhibit 5.1).
     24.1          Power of Attorney (see page 5).
</TABLE>

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:



                                      -3-
<PAGE>   4

              (2) 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.

              (3) to reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement;

              (4) That, for the purpose of determining any liability under the
                  Securities Act of 1933, the 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.

              (5) 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.

              (6) The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, as amended, each filing of the Registrant's annual
                  report pursuant to Section 13(a) or Section 15(d) of the
                  Exchange Act (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Exchange Act) 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.

Insofar as indemnification for liabilities arising under the Securities Act 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 Exchange Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against 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 Exchange Act and will be governed by the final
adjudication of such issue.



                                      -4-
<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Santa Clara, State of California, on this
October 1, 2001.

                                        NETWORKS ASSOCIATES, INC.

                                        By:  /s/ Stephen C. Richards
                                           ----------------------------------
                                           Stephen C. Richards
                                           Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George Samenuk and Stephen C.
Richards, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any substitute, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
                 SIGNATURE                                          TITLE                                   DATE
                 ---------                                          -----                                   ----
<S>                                           <C>                                                     <C>
     /s/ George Samenuk                       President, Chief Executive Officer and Chairman of      October 1, 2001
------------------------------------------    the Board
     George Samenuk

     /s/ Stephen C. Richards                  Chief Financial Officer                                 October 1, 2001
------------------------------------------
     Stephen C. Richards

     /s/ Leslie Denend                        Director                                                October 1, 2001
------------------------------------------
     Leslie Denend

     /s/ Virginia Gemmell                     Director                                                October 1, 2001
------------------------------------------
     Virginia Gemmell

     /s/ Edwin Harper                         Director                                                October 1, 2001
------------------------------------------
     Edwin Harper

     /s/ Robert Dutkowsky                     Director                                                October 1, 2001
------------------------------------------
     Robert Dutkowsky

     /s/ Robert Pangia                        Director                                                October 1, 2001
------------------------------------------
     Robert Pangia
</TABLE>


                                      -5-
<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                                   DESCRIPTION
    -------                                  -----------
<S>                <C>
      4.1          Networks Associates, Inc. 1997 Stock Incentive Plan, as amended.
      5.1          Opinion of Counsel as to legality of securities being registered.
     23.1          Consent of Independent Accountants.
     23.2          Consent of Counsel (contained in Exhibit 5.1).
     24.1          Power of Attorney (see page 5).
</TABLE>


                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "f76239ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17883}]
{"company-data": {"conformed-name": "NETWORKS ASSOCIATES INC/", "cik": "0000890801", "assigned-sic": "7372", "irs-number": "770316593", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71404", "film-number": "1756897"}, "business-address": {"street1": "3963 FREEDOM CIRCLE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4083463832"}, "mail-address": {"street1": "3963 FREEDOM CIRCLE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}, "former-company": {"former-conformed-name": "MCAFEE ASSOCIATES INC", "date-changed": "19930328"}}
1
    As filed with the Securities and Exchange Commission on October 11, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            NETWORKS ASSOCIATES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                               -------------------
DELAWARE                                             77-0316593
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           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)

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

                            1997 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                                 GEORGE SAMENUK
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            NETWORKS ASSOCIATES, INC.
                               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)

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

                                    Copy to:

                             JEFFREY D. SAPER, ESQ.
                              KURT J. BERNEY, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                  AMOUNT          PROPOSED MAXIMUM       PROPOSED MAXIMUM
           TITLE SECURITIES TO                    TO BE            OFFERING PRICE       AGGREGATE OFFERING        AMOUNT OF
              BE REGISTERED                     REGISTERED           PER SHARE                PRICE            REGISTRATION FEE
------------------------------------------- ------------------- --------------------- ----------------------- -------------------
Common Stock to be issued under the
    Networks Associates, Inc. 1997 Stock
    Incentive Plan                                5,000,000           $15.36 (1)         $76,800,000.00 (1)      $19,200.00
------------------------------------------- ------------------- --------------------- ----------------------- -------------------
                                    TOTAL:        5,000,000                              $76,800,000.00          $19,200.00
=================================================================================================================================
(1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended, solely for the purpose of calculating the registration fee,
     based on the average between the high and low prices per share of the
     Common Stock as reported on the Nasdaq National Market on October 9, 2001.

================================================================================
2

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Security and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information filed with the Commission will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Section 13a, 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:

         (1) Our Annual Report on Form 10-K for the year ended December 31,
2000, filed with the Commission on April 2, 2001;

         (2) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2001, filed with the Commission on August 6, 2001;

         (3) Our Current Report on Form 8-K, filed with the Commission on August
8, 2001; and

         (4) Our Current Report on Form 8-K, filed with the Commission on August
14, 2001.

         You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

         Stephen C. Richards
         Chief Financial Officer
         Networks Associates, Inc.
         3965 Freedom Circle
         Santa Clara, CA 95054
         (408) 988-3832

         You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or the prospectus supplement is
accurate as of any date other than the date on the front of the document.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Second Restated Certificate of Incorporation limits
the liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not

                                      -2-
3

be personally liable for monetary damages for breach of their fiduciary duties
as directors, except for liability (i) for any breach of their duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.

         The Registrant's Restated Bylaws provide that the Registrant shall
indemnify its directors and officers and may indemnify its employees and other
agents to the fullest extent permitted by law. The Registrant believes that
indemnification under its Restated Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Registrant's Restated Bylaws
also permit the Registrant to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the Registrant would have the
power to indemnify him or her against such liability under the General
Corporation Law of Delaware. The Registrant currently has secured such insurance
on behalf of its officers and directors.

         The Registrant has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Registrant's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Registrant's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of the Registrant, arising out of such person's services as a director or
officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the request of the
Registrant.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities and Exchange Act of 1933, as amended. The
Registrant's Certificate of Incorporation, as amended, and Bylaws provide for
indemnification of its officers, directors, employees and other agents to the
maximum extent permitted by the Delaware Law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
    NUMBER                                   DESCRIPTION
    -------                                  -----------
4.1          Networks Associates, Inc. 1997 Stock Incentive Plan, as amended.
      5.1          Opinion of Counsel as to legality of securities being registered.
     23.1          Consent of Independent Accountants.
     23.2          Consent of Counsel (contained in Exhibit 5.1).
     24.1          Power of Attorney (see page 5).
ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                                      -3-
4

              (2) 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.

              (3) to reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement;

              (4) That, for the purpose of determining any liability under the
                  Securities Act of 1933, the 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.

              (5) 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.

              (6) The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, as amended, each filing of the Registrant's annual
                  report pursuant to Section 13(a) or Section 15(d) of the
                  Exchange Act (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Exchange Act) 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.

Insofar as indemnification for liabilities arising under the Securities Act 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 Exchange Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against 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 Exchange Act and will be governed by the final
adjudication of such issue.

                                      -4-
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Santa Clara, State of California, on this
October 1, 2001.

                                        NETWORKS ASSOCIATES, INC.

                                        By:  /s/ Stephen C. Richards
                                           ----------------------------------
                                           Stephen C. Richards
                                           Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George Samenuk and Stephen C.
Richards, and each of them acting individually, as his or her attorney-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments to this Registration Statement on Form S-8, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or any substitute, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                          TITLE                                   DATE
                 ---------                                          -----                                   ----
/s/ George Samenuk                       President, Chief Executive Officer and Chairman of      October 1, 2001
------------------------------------------    the Board
     George Samenuk

     /s/ Stephen C. Richards                  Chief Financial Officer                                 October 1, 2001
------------------------------------------
     Stephen C. Richards

     /s/ Leslie Denend                        Director                                                October 1, 2001
------------------------------------------
     Leslie Denend

     /s/ Virginia Gemmell                     Director                                                October 1, 2001
------------------------------------------
     Virginia Gemmell

     /s/ Edwin Harper                         Director                                                October 1, 2001
------------------------------------------
     Edwin Harper

     /s/ Robert Dutkowsky                     Director                                                October 1, 2001
------------------------------------------
     Robert Dutkowsky

     /s/ Robert Pangia                        Director                                                October 1, 2001
------------------------------------------
     Robert Pangia
-5-
6

                                  EXHIBIT INDEX
EXHIBIT
    NUMBER                                   DESCRIPTION
    -------                                  -----------
4.1          Networks Associates, Inc. 1997 Stock Incentive Plan, as amended.
      5.1          Opinion of Counsel as to legality of securities being registered.
     23.1          Consent of Independent Accountants.
     23.2          Consent of Counsel (contained in Exhibit 5.1).
     24.1          Power of Attorney (see page 5).
-6-