<PAGE>   1
     As filed with the Securities and Exchange Commission on April __, 1998
                                          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)

                               2805 Bowers Avenue
                          Santa Clara, California 95051
       -----------------------------------------------------------------
                                 (408) 988-3832
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

           MAGIC SOLUTIONS INTERNATIONAL, INC. 1996 INCENTIVE PROGRAM
                            (Full title of the plan)

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

                                William L. Larson
                             Chief Executive Officer
                            Networks Associates, Inc.
                               2805 Bowers Avenue
                          Santa Clara, California 95051
                                 (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

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

<PAGE>   2

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=============================================================================================================
                                                              Proposed          Proposed
                                                               Maximum           Maximum
                                             Amount           Offering          Aggregate          Amount of
          Title of Securities                 to be             Price            Offering        Registration
           to be Registered               Registered(1)     Per Share(2)         Price(3)             Fee
-------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>               <C>                <C>
Common Stock (par value $0.01 
per share) to be issued under the 
Magic Solutions International, Inc. 
1996 Incentive Program.                      656,222           $65.3125       $42,859,499.37       $12,643.55
=============================================================================================================
</TABLE>

(1)  Represents the number of shares of the Registrant's Common Stock which may
     be issued to the Registrant's employees in the form of incentive stock
     options pursuant to the Magic Solutions International, Inc. 1996 Incentive
     Program, attached hereto as Exhibit 4.1.

(2)  Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
     registration fee has been calculated as of March 30, 1998. Pursuant to Rule
     457(c) the Proposed Maximum Offering Price Per Share is the average of the
     high and low price of the Registrant's Common Stock as of March 30, 1998.

<PAGE>   3

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Networks Associates,
Inc. (the "Company") are hereby incorporated by reference in this Registration
Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

     (b) The Company's Current Report on Form 8-K, dated March 25, 1998, filed
pursuant to the Section 12 of the Exchange Act.

     (c) The description of the Company's common stock which is contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, prior to the
filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

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 Company'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 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.


                                      II-1

<PAGE>   4

     The Company's Restated Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Restated Bylaws covers at least negligence and gross negligence on the part
of indemnified parties. The Company's Restated Bylaws also permit the Company 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 Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.

     The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Restated
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Company'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 Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                             Description
-------  ----------------------------------------------------------------------
<S>      <C>
4.1      Magic Solutions International, Inc. 1996 Incentive Program.

5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1     Consent of Coopers & Lybrand L.L.P., independent accountants.

23.2     Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in 
           Exhibit 5.1).

24.1     Power of Attorney (see page II-4).
</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 to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.


                                      II-2

<PAGE>   5

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.

     (5) 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.


                                      II-3

<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 April 1, 1998.

                                   NETWORKS ASSOCIATES, INC.

                                   By: /s/ Prabhat K. Goyal
                                       -----------------------------------------
                                       Prabhat K. Goyal,
                                       Chief Financial Officer

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William L. Larson, his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendment 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
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on April 1, 1998 by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
            SIGNATURE                                    TITLE
---------------------------------        ------------------------------------
<S>                                      <C>
/s/ William L. Larson                    Chairman and Chief Executive Officer
---------------------------------
    William L. Larson

/s/ Prabhat K. Goyal                     Chief Financial Officer
---------------------------------
    Prabhat K. Goyal

/s/ Leslie G. Denend                     President and Director
---------------------------------
    Leslie G. Denend

/s/ Edwin L. Harper                      Director
---------------------------------
    Edwin L. Harper

/s/ John Bolger                          Director
---------------------------------
    John Bolger

/s/ Harry Saal                           Director
---------------------------------
    Harry Saal
</TABLE>


                                      II-4

<PAGE>   7

                                Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                             Description
-------  ----------------------------------------------------------------------
<S>      <C>
4.1      Magic Solutions International, Inc. 1996 Incentive Program.

5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1     Consent of Coopers & Lybrand L.L.P., independent accountants.

23.2     Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in 
           Exhibit 5.1).

24.1     Power of Attorney (see page II-4).
</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15013}]
{"company-data": {"conformed-name": "NETWORK 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": "333-49297", "film-number": "98586708"}, "business-address": {"street1": "2805 BOWERS AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4089883832"}, "former-company": {"former-conformed-name": "MCAFEE ASSOCIATES INC", "date-changed": "19930328"}}
1
     As filed with the Securities and Exchange Commission on April __, 1998
                                          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)

                               2805 Bowers Avenue
                          Santa Clara, California 95051
       -----------------------------------------------------------------
                                 (408) 988-3832
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

           MAGIC SOLUTIONS INTERNATIONAL, INC. 1996 INCENTIVE PROGRAM
                            (Full title of the plan)

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

                                William L. Larson
                             Chief Executive Officer
                            Networks Associates, Inc.
                               2805 Bowers Avenue
                          Santa Clara, California 95051
                                 (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

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

                         CALCULATION OF REGISTRATION FEE
=============================================================================================================
                                                              Proposed          Proposed
                                                               Maximum           Maximum
                                             Amount           Offering          Aggregate          Amount of
          Title of Securities                 to be             Price            Offering        Registration
           to be Registered               Registered(1)     Per Share(2)         Price(3)             Fee
-------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01 
per share) to be issued under the 
Magic Solutions International, Inc. 
1996 Incentive Program.                      656,222           $65.3125       $42,859,499.37       $12,643.55
=============================================================================================================
(1)  Represents the number of shares of the Registrant's Common Stock which may
     be issued to the Registrant's employees in the form of incentive stock
     options pursuant to the Magic Solutions International, Inc. 1996 Incentive
     Program, attached hereto as Exhibit 4.1.

(2)  Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
     registration fee has been calculated as of March 30, 1998. Pursuant to Rule
     457(c) the Proposed Maximum Offering Price Per Share is the average of the
     high and low price of the Registrant's Common Stock as of March 30, 1998.
3

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM  3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Networks Associates,
Inc. (the "Company") are hereby incorporated by reference in this Registration
Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, filed pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

     (b) The Company's Current Report on Form 8-K, dated March 25, 1998, filed
pursuant to the Section 12 of the Exchange Act.

     (c) The description of the Company's common stock which is contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, prior to the
filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents.

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 Company'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 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.

                                      II-1
4

     The Company's Restated Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Restated Bylaws covers at least negligence and gross negligence on the part
of indemnified parties. The Company's Restated Bylaws also permit the Company 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 Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.

     The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Restated
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Company'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 Company, arising out of such person's services as a director or officer of
the Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
Number                             Description
-------  ----------------------------------------------------------------------
4.1      Magic Solutions International, Inc. 1996 Incentive Program.

5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1     Consent of Coopers & Lybrand L.L.P., independent accountants.

23.2     Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in 
           Exhibit 5.1).

24.1     Power of Attorney (see page II-4).
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 to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                      II-2
5

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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.

     (5) 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.

                                      II-3
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 April 1, 1998.

                                   NETWORKS ASSOCIATES, INC.

                                   By: /s/ Prabhat K. Goyal
                                       -----------------------------------------
                                       Prabhat K. Goyal,
                                       Chief Financial Officer

                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William L. Larson, his attorney-in-fact,
with the power of substitution, for him in any and all capacities, to sign any
amendment 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
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on April 1, 1998 by the following persons in the
capacities indicated.
SIGNATURE                                    TITLE
---------------------------------        ------------------------------------
/s/ William L. Larson                    Chairman and Chief Executive Officer
---------------------------------
    William L. Larson

/s/ Prabhat K. Goyal                     Chief Financial Officer
---------------------------------
    Prabhat K. Goyal

/s/ Leslie G. Denend                     President and Director
---------------------------------
    Leslie G. Denend

/s/ Edwin L. Harper                      Director
---------------------------------
    Edwin L. Harper

/s/ John Bolger                          Director
---------------------------------
    John Bolger

/s/ Harry Saal                           Director
---------------------------------
    Harry Saal
II-4
7

                                Index to Exhibits
Exhibit
Number                             Description
-------  ----------------------------------------------------------------------
4.1      Magic Solutions International, Inc. 1996 Incentive Program.

5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1     Consent of Coopers & Lybrand L.L.P., independent accountants.

23.2     Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in 
           Exhibit 5.1).

24.1     Power of Attorney (see page II-4).
II-5