<PAGE>   1
    As filed with the Securities and Exchange Commission on August 13, 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)

                               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)
 
                       DR. SOLOMON'S COMPANY SCHEME 1996
                DR. SOLOMON'S EXECUTIVE SHARE OPTION SCHEME 1996
                    DR. SOLOMON'S GROUP SHARE OPTION SCHEME
                           (Full titles of the plans)


                                William L. Larson
                             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

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

<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           Price              Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                    <C>             <C>                <C>
Common Stock (par value $0.01 per share) to be issued         
under the Dr. Solomon's Company Scheme 1996.                     167,208              $  7.82(2)    $1,307,567          $  385.73 

Common Stock (par value $0.01 per share) to be issued
under the Dr. Solomon's Executive Share Option Scheme                                          
1996.                                                            359,791              $  7.83(3)    $2,817,164          $  831.06

Common Stock (par value $0.01 per share) to be issued
under Dr. Solomon's Group Share Option Scheme.                 1,692,998              $0.0127(4)    $   21,501          $    6.34

Totals                                                         2,219,997                            $4,146,232          $1,223.10 
===================================================================================================================================
</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 stock options
        pursuant to the Dr. Solomon's Company Scheme 1996, the Dr. Solomon's
        Executive Share Option Scheme 1996 and the Dr. Solomon's Group Share
        Option Scheme. Pursuant to Rule 416(a), this Registration Statement
        shall also cover any additional shares of the Registrant's Common Stock
        that become issuable under the aforementioned plans by reason of any
        stock dividend, stock split, recapitalization or other similar
        transaction effected without the receipt of consideration that increases
        the number of the Registrant's outstanding shares of Common Stock.

(2)     The Proposed Maximum Offering Price Per Share is calculated pursuant to
        Rule 457(h) under the Act, and as such, is based upon the exercise
        prices of each outstanding option under the Dr. Solomon's Company Scheme
        1996 the ("Company Scheme"). The weighted average exercise price of the
        shares subject to outstanding options under the Company Scheme is $7.82
        per share.

(3)     The Proposed Maximum Offering Price Per Share is calculated pursuant to
        Rule 457(h) under the Act, and as such, is based upon the exercise
        prices of each outstanding option under the Dr. Solomon's Executive
        Share Option Scheme 1996 (the "Executive Scheme"). The weighted average
        exercise price of the shares subject to outstanding options under the
        Executive Scheme is $7.83 per share.


(4)     The Proposed Maximum Offering Price Per Share is calculated pursuant to
        Rule 457(h) under the Act, and as such, is based upon the exercise
        prices of each outstanding option under the Dr. Solomon's Group Share
        Option Scheme (the "Group Scheme"). The weighted average exercise price
        of the shares subject to outstanding options under the Group Scheme is
        $0.0127 per share.

<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 (File No.
000-20558) with the Securities and Exchange Commission (the "Commission") by
Networks Associates, Inc. (the "Company") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") 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;

        (b) The Company's Quarterly Report on Form 10-Q, for the Quarter ended
March 31, 1998;

        (c) The Company's Current Report on Form 8-K filed on June 16, 1998, as
amended on July 1, 1998, and the Company's Current Reports on Form 8-K filed on
April 29, 1998, April 3, 1998, March 28, 1998, February 25, 1998, February 12,
1998, February 10, 1998, December 11, 1997, November 24, 1997 and March 14,
1997; and 

        (d) 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 de-registers 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.

        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



                                      II-1

<PAGE>   4

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

23.1           Consent of PricewaterhouseCoopers LLP, 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:



                                      II-2

<PAGE>   5



        (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 amend ment 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, 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 this 13th day
of August, 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 Prabhat K. Goyal, 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 August 13, 1998 by the following persons and in the
capacities indicated.



             SIGNATURE                                 TITLE

    /s/   WILLIAM L. LARSON                 Chairman and Chief Executive
    -------------------------------         Officer
          William L. Larson                 


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


    /s/   LESLIE G. DENEND                  Director
    ------------------------------- 
          Leslie G. Denend


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


    /s/   VIRGINIA GEMMELL                  Director
    --------------------------------
          Virginia Gemmell




                                      II-4

 
<PAGE>   7



                                Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                        Description
------             ------------------------------------------
<S>                <C>
5.1                Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1               Consent of PricewaterhouseCoopers LLP, 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>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17105}]
{"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": "333-61369", "film-number": "98685906"}, "business-address": {"street1": "3965 FREEDOM CIRCLE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4089883832"}, "mail-address": {"street1": "3965 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 August 13, 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)

                               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)
 
                       DR. SOLOMON'S COMPANY SCHEME 1996
                DR. SOLOMON'S EXECUTIVE SHARE OPTION SCHEME 1996
                    DR. SOLOMON'S GROUP SHARE OPTION SCHEME
                           (Full titles of the plans)

                                William L. Larson
                             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

================================================================================
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           Price              Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01 per share) to be issued         
under the Dr. Solomon's Company Scheme 1996.                     167,208              $  7.82(2)    $1,307,567          $  385.73 

Common Stock (par value $0.01 per share) to be issued
under the Dr. Solomon's Executive Share Option Scheme                                          
1996.                                                            359,791              $  7.83(3)    $2,817,164          $  831.06

Common Stock (par value $0.01 per share) to be issued
under Dr. Solomon's Group Share Option Scheme.                 1,692,998              $0.0127(4)    $   21,501          $    6.34

Totals                                                         2,219,997                            $4,146,232          $1,223.10 
===================================================================================================================================
(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 stock options
        pursuant to the Dr. Solomon's Company Scheme 1996, the Dr. Solomon's
        Executive Share Option Scheme 1996 and the Dr. Solomon's Group Share
        Option Scheme. Pursuant to Rule 416(a), this Registration Statement
        shall also cover any additional shares of the Registrant's Common Stock
        that become issuable under the aforementioned plans by reason of any
        stock dividend, stock split, recapitalization or other similar
        transaction effected without the receipt of consideration that increases
        the number of the Registrant's outstanding shares of Common Stock.

(2)     The Proposed Maximum Offering Price Per Share is calculated pursuant to
        Rule 457(h) under the Act, and as such, is based upon the exercise
        prices of each outstanding option under the Dr. Solomon's Company Scheme
        1996 the ("Company Scheme"). The weighted average exercise price of the
        shares subject to outstanding options under the Company Scheme is $7.82
        per share.

(3)     The Proposed Maximum Offering Price Per Share is calculated pursuant to
        Rule 457(h) under the Act, and as such, is based upon the exercise
        prices of each outstanding option under the Dr. Solomon's Executive
        Share Option Scheme 1996 (the "Executive Scheme"). The weighted average
        exercise price of the shares subject to outstanding options under the
        Executive Scheme is $7.83 per share.

(4)     The Proposed Maximum Offering Price Per Share is calculated pursuant to
        Rule 457(h) under the Act, and as such, is based upon the exercise
        prices of each outstanding option under the Dr. Solomon's Group Share
        Option Scheme (the "Group Scheme"). The weighted average exercise price
        of the shares subject to outstanding options under the Group Scheme is
        $0.0127 per share.
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 (File No.
000-20558) with the Securities and Exchange Commission (the "Commission") by
Networks Associates, Inc. (the "Company") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") 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;

        (b) The Company's Quarterly Report on Form 10-Q, for the Quarter ended
March 31, 1998;

        (c) The Company's Current Report on Form 8-K filed on June 16, 1998, as
amended on July 1, 1998, and the Company's Current Reports on Form 8-K filed on
April 29, 1998, April 3, 1998, March 28, 1998, February 25, 1998, February 12,
1998, February 10, 1998, December 11, 1997, November 24, 1997 and March 14,
1997; and 

        (d) 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 de-registers 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.

        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

                                      II-1
4

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

23.1           Consent of PricewaterhouseCoopers LLP, 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:

                                      II-2
5

        (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 amend ment 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, 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 this 13th day
of August, 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 Prabhat K. Goyal, 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 August 13, 1998 by the following persons and in the
capacities indicated.

             SIGNATURE                                 TITLE

    /s/   WILLIAM L. LARSON                 Chairman and Chief Executive
    -------------------------------         Officer
          William L. Larson                 

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

    /s/   LESLIE G. DENEND                  Director
    ------------------------------- 
          Leslie G. Denend

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

    /s/   VIRGINIA GEMMELL                  Director
    --------------------------------
          Virginia Gemmell

                                      II-4
7

                                Index to Exhibits
Exhibit
Number                        Description
------             ------------------------------------------
5.1                Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1               Consent of PricewaterhouseCoopers LLP, independent accountants.

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

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