<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1999
                          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
                       1994 EMPLOYEE STOCK PURCHASE PLAN
                  1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                           (Full title of the plans)

                               William L. Larson
                     President and Chief Executive Officer
                            Network Associates, Inc.
               3965 Freedom Circle, Santa Clara, California 95054
                                 (409) 988-3832
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                Jeffrey D. Saper, Esq. and 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>
==============================================================================================================================
Title of Securities to be Registered          Amount to          Proposed Maximum       Proposed Maximum           Amount of
                                           be Registered          Offering Price       Aggregate Offering        Registration
                                                                    Per Share               Price*                   Fee*
==============================================================================================================================
<S>                                        <C>                    <C>                  <C>                       <C>
Common Stock to be issued under the
1997 Stock Inventive Plan                  4,700,000              $19.31               $ 90,757,000              $25,230.45

Common Stock to be issued under the
1994 Employee Stock Purchase Plan          1,500,000              $19.31               $ 28,965,000              $ 8,052.27

Common  Stock to be issued under the
1993 Stock Option Plan for Outside
Directors                                    500,000              $19.31               $  9,655,000              $ 2,684.09

Total                                      6,700,000              $19.31               $129,378,000              $35,966.81
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for the purpose of calculating the registration fee on the
  basis of $19.31 per share, the average of the high and low prices for the
  Common  Stock on September 29, 1999 as reported by NASDAQ.


                                       2
<PAGE>   3
                       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 Quarterly Report on Form 10-Q for the quarter ended March 31,
            1999 filed with the Commission on May 13, 1999;

      (2)   Our Annual Report on Form 10-K for the year ended December 31,
            1998; as amended on Form 10-K/A, filed with the Commission on April
            30, 1999;

      (3)   Our Quarterly Report on Form 10-Q for the quarter ended September
            30, 1998; as amended on Form 10-Q/A, filed with the Commission on
            April 15, 1999;

      (4)   Our Quarterly Report on Form 10-Q for the quarter ended June 30,
            1998; as amended on Form 10-Q/A, filed with the Commission on April
            15, 1999;

      (5)   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            1998; as amended on Form 10-Q/A, filed with the Commission on April
            15, 1999;

      (6)   Our Current Report on Form 8-K, filed with the Commission on
            January 14, 1999;

      (7)   Our Current Report on Form 8-K, filed with the Commission on
            November 24, 1998;

      (8)   Our Current Report on Form 8-K, filed with the Commission on
            October 22, 1998;

      (9)   Our Current Report on Form 8-K, filed with the Commission on August
            14, 1998;

      (10)  Our Current Report on Form 8-K, filed with the Commission on June
            9, 1998; as amended on Form 8-K/A, filed with the Commission on
            July 1, 1998;

      (11)  Our Current Report on Form 8-K, filed with the Commission on April
            3, 1998;

      (12)  Our Current Report on Form 8-K, filed with the Commission on March
            25, 1998; Our Current Report on Form 8-K, filed with the Commission
            on February 10, 1998; as Amended on Form 8-K/A, filed with the
            Commission


                                       3
<PAGE>   4
          on February 25, 1998; and

     (13) The description of our Common Stock contained in our Registration
          Statement on Form 8-A, filed on August 21, 1992, including any
          amendments or reports filed for the purpose of updating such
          description.

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

     Prabhat K. Goyal
     Vice President of Administration and Chief Financial Officer
     Network Associates, Inc.
     3965 Freedom Circle
     Santa Clara, CA 95054
     (408) 988-3932

     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.

                                       4
<PAGE>   5
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 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.






                                       5
<PAGE>   6
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                   Description
-------                  -----------
<S>       <C>
 4.1      Amended 1994 Employee Stock Option Plan

 4.2      Amended 1997 Stock Incentive Purchase Plan

 4.3      Amended 1993 Stock Option Plan for Outside Directors

 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 9).
</TABLE>




                                       6
<PAGE>   7
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:

          (i)  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.

          (ii) 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;

     (2)  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.

     (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 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.

     (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.


                                       7
<PAGE>   8

                                   SIGNATURES


     Pursuant to the requirement 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
September 30 day of, 1999.

                         NETWORK ASSOCIATES, INC.


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






                                       8
<PAGE>   9

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Prabhat Goyal, as his or her
attorney-in-fact, 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 that said attorney-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/ WILLIAM L. LARSON         Chairman of the Board and       October 4, 1999
---------------------         Chief Executive Officer
William L. Larson

/s/ PRABHAT GOYAL             Chief Financial Officer         October 4, 1999
---------------------
Prabhat Goyal

/s/ LESLIE DENEND             Director                        October 4, 1999
---------------------
Leslie Denend

/s/ VIRGINIA GEMMELL          Director                        October 4, 1999
---------------------
Virginia Gemmell

/s/ EDWIN HARPER              Director                        October 4, 1999
---------------------
Edwin Harper

/s/ ENZO TORRESI              Director                        October 4, 1999
---------------------
Enzo Torresi

</TABLE>
                                       9
<PAGE>   10

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                   Description
-------                  -----------
<S>       <C>
 4.1      Amended 1994 Employee Stock Option Plan

 4.2      Amended 1997 Stock Incentive Purchase Plan

 4.3      Amended 1993 Stock Option Plan for Outside Directors

 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 9).
</TABLE>




                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17888}]
{"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": "333-88399", "film-number": "99722692"}, "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 4, 1999
                          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
                       1994 EMPLOYEE STOCK PURCHASE PLAN
                  1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                           (Full title of the plans)

                               William L. Larson
                     President and Chief Executive Officer
                            Network Associates, Inc.
               3965 Freedom Circle, Santa Clara, California 95054
                                 (409) 988-3832
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                Jeffrey D. Saper, Esq. and Kurt J. Berney, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304
2
                        CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Securities to be Registered          Amount to          Proposed Maximum       Proposed Maximum           Amount of
                                           be Registered          Offering Price       Aggregate Offering        Registration
                                                                    Per Share               Price*                   Fee*
==============================================================================================================================
Common Stock to be issued under the
1997 Stock Inventive Plan                  4,700,000              $19.31               $ 90,757,000              $25,230.45

Common Stock to be issued under the
1994 Employee Stock Purchase Plan          1,500,000              $19.31               $ 28,965,000              $ 8,052.27

Common  Stock to be issued under the
1993 Stock Option Plan for Outside
Directors                                    500,000              $19.31               $  9,655,000              $ 2,684.09

Total                                      6,700,000              $19.31               $129,378,000              $35,966.81
------------------------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee on the
  basis of $19.31 per share, the average of the high and low prices for the
  Common  Stock on September 29, 1999 as reported by NASDAQ.

                                       2
3
                       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 Quarterly Report on Form 10-Q for the quarter ended March 31,
            1999 filed with the Commission on May 13, 1999;

      (2)   Our Annual Report on Form 10-K for the year ended December 31,
            1998; as amended on Form 10-K/A, filed with the Commission on April
            30, 1999;

      (3)   Our Quarterly Report on Form 10-Q for the quarter ended September
            30, 1998; as amended on Form 10-Q/A, filed with the Commission on
            April 15, 1999;

      (4)   Our Quarterly Report on Form 10-Q for the quarter ended June 30,
            1998; as amended on Form 10-Q/A, filed with the Commission on April
            15, 1999;

      (5)   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
            1998; as amended on Form 10-Q/A, filed with the Commission on April
            15, 1999;

      (6)   Our Current Report on Form 8-K, filed with the Commission on
            January 14, 1999;

      (7)   Our Current Report on Form 8-K, filed with the Commission on
            November 24, 1998;

      (8)   Our Current Report on Form 8-K, filed with the Commission on
            October 22, 1998;

      (9)   Our Current Report on Form 8-K, filed with the Commission on August
            14, 1998;

      (10)  Our Current Report on Form 8-K, filed with the Commission on June
            9, 1998; as amended on Form 8-K/A, filed with the Commission on
            July 1, 1998;

      (11)  Our Current Report on Form 8-K, filed with the Commission on April
            3, 1998;

      (12)  Our Current Report on Form 8-K, filed with the Commission on March
            25, 1998; Our Current Report on Form 8-K, filed with the Commission
            on February 10, 1998; as Amended on Form 8-K/A, filed with the
            Commission

                                       3
4
          on February 25, 1998; and

     (13) The description of our Common Stock contained in our Registration
          Statement on Form 8-A, filed on August 21, 1992, including any
          amendments or reports filed for the purpose of updating such
          description.

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

     Prabhat K. Goyal
     Vice President of Administration and Chief Financial Officer
     Network Associates, Inc.
     3965 Freedom Circle
     Santa Clara, CA 95054
     (408) 988-3932

     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.

                                       4
5
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 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.

                                       5
6
ITEM 8.  EXHIBITS.
Exhibit
Number                   Description
-------                  -----------
4.1      Amended 1994 Employee Stock Option Plan

 4.2      Amended 1997 Stock Incentive Purchase Plan

 4.3      Amended 1993 Stock Option Plan for Outside Directors

 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 9).
6
7
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:

          (i)  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.

          (ii) 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;

     (2)  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.

     (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 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.

     (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.

                                       7
8

                                   SIGNATURES

     Pursuant to the requirement 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
September 30 day of, 1999.

                         NETWORK ASSOCIATES, INC.

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

                                       8
9

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Prabhat Goyal, as his or her
attorney-in-fact, 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 that said attorney-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/ WILLIAM L. LARSON         Chairman of the Board and       October 4, 1999
---------------------         Chief Executive Officer
William L. Larson

/s/ PRABHAT GOYAL             Chief Financial Officer         October 4, 1999
---------------------
Prabhat Goyal

/s/ LESLIE DENEND             Director                        October 4, 1999
---------------------
Leslie Denend

/s/ VIRGINIA GEMMELL          Director                        October 4, 1999
---------------------
Virginia Gemmell

/s/ EDWIN HARPER              Director                        October 4, 1999
---------------------
Edwin Harper

/s/ ENZO TORRESI              Director                        October 4, 1999
---------------------
Enzo Torresi
9
10

                                 EXHIBIT INDEX
Exhibit
Number                   Description
-------                  -----------
4.1      Amended 1994 Employee Stock Option Plan

 4.2      Amended 1997 Stock Incentive Purchase Plan

 4.3      Amended 1993 Stock Option Plan for Outside Directors

 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 9).
10