<PAGE>   1
   As filed with the Securities and Exchange Commission on December 21, 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)
 
 TRUSTED INFORMATION SYSTEMS, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
      
                           (Full titles of the plan)


                                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 Trusted Information Systems, Inc. Amended                                    
and Restated 1996 Stock Option Plan.                             388,305               $12.34(2)    $ 4,791,683.70    $1,332.09  


Totals                                                           388,305                            $ 4,791,683.70    $1,332.09
                                                                                                                               
===============================================================================================================================
</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 Trusted Information Systems, Inc. Amended
        and Restated 1996 Stock Option Plan (the "Option Plan"). 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 plan 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
        price of each outstanding option under the Option Plan. The weighted
        average exercise price of the shares subject to outstanding options
        under the Option Plan is $12.34 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 and
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 
September 30, 1998;

        (c) The Company's Current Reports on Forms 8-K as filed on November 23,
1998, October 22, 1998, August 14, 1998, June 16, 1998, as amended on July 1,
1998, April 29, 1998, April 3, 1998, March 25, 1998, February 12, 1998, as
amended on February 25, 1998, February 10, 1998, December 11, 1997, November 24,
1997 and March 14, 1997;

        (d) The description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A, including any amendment or
report filed for the purpose of updating such description; 

        (e) The description of the Company's Series A Preferred Stock which is
contained in the Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description; and  

        (f) The description of the Company's Preferred Share Purchase Rights
which is contained in the Company's Registration Statement on Form 8-A,
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.

        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>
4.1            Trusted Information Systems, Inc. Amended and Restated 1996 Stock Option Plan.*

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

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

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

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

---------- 
*       Exhibit 4.1 is incorporated herein by reference to the Registration
        Statement on Form S-8 filed with the Commission by Trusted Information 
        Systems, Inc. on January 24, 1997 (Registration No. 333-24849).

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 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, 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, as amended
(the "Act"), 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
December 21, 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/her
attorney-in-fact, with the power of substitution, for him/her 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/her substitute or substitutes,
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 on December 21, 1998 by the
following persons and 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                    Director
------------------------------- 
      Leslie G. Denend


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


/s/ VIRGINIA GEMMELL                    Director
--------------------------------
      Virginia Gemmell
</TABLE>



                                      II-4
<PAGE>   7



                                Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                        Description
------             ------------------------------------------
<S>                <C>
4.1                Trusted Information Systems, Inc. Amended and Restated 1996 Stock Option Plan.*

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

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

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

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

----------
*       Exhibit 4.1 is incorporated herein by reference to the Registration
        Statement on Form S-8 filed with the Commission by Trusted Information
        Systems, Inc. on January 24, 1997 (Registration No. 333-24849).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 17009}]
{"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": "333-69301", "film-number": "98772506"}, "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 December 21, 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)
 
 TRUSTED INFORMATION SYSTEMS, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
      
                           (Full titles of the plan)

                                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 Trusted Information Systems, Inc. Amended                                    
and Restated 1996 Stock Option Plan.                             388,305               $12.34(2)    $ 4,791,683.70    $1,332.09  

Totals                                                           388,305                            $ 4,791,683.70    $1,332.09
                                                                                                                               
===============================================================================================================================
(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 Trusted Information Systems, Inc. Amended
        and Restated 1996 Stock Option Plan (the "Option Plan"). 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 plan 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
        price of each outstanding option under the Option Plan. The weighted
        average exercise price of the shares subject to outstanding options
        under the Option Plan is $12.34 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 and
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 
September 30, 1998;

        (c) The Company's Current Reports on Forms 8-K as filed on November 23,
1998, October 22, 1998, August 14, 1998, June 16, 1998, as amended on July 1,
1998, April 29, 1998, April 3, 1998, March 25, 1998, February 12, 1998, as
amended on February 25, 1998, February 10, 1998, December 11, 1997, November 24,
1997 and March 14, 1997;

        (d) The description of the Company's Common Stock which is contained in
the Company's Registration Statement on Form 8-A, including any amendment or
report filed for the purpose of updating such description; 

        (e) The description of the Company's Series A Preferred Stock which is
contained in the Company's Registration Statement on Form 8-A, including any
amendment or report filed for the purpose of updating such description; and  

        (f) The description of the Company's Preferred Share Purchase Rights
which is contained in the Company's Registration Statement on Form 8-A,
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.

        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
------         -------------------------------------------------
4.1            Trusted Information Systems, Inc. Amended and Restated 1996 Stock Option Plan.*

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

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

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

24.1           Power of Attorney (see page II-4).
---------- 
*       Exhibit 4.1 is incorporated herein by reference to the Registration
        Statement on Form S-8 filed with the Commission by Trusted Information 
        Systems, Inc. on January 24, 1997 (Registration No. 333-24849).

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 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, 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, as amended
(the "Act"), 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
December 21, 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/her
attorney-in-fact, with the power of substitution, for him/her 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/her substitute or substitutes,
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 on December 21, 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/ PRABHAT 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
------             ------------------------------------------
4.1                Trusted Information Systems, Inc. Amended and Restated 1996 Stock Option Plan.*

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

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

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

24.1               Power of Attorney (see page II-4).
----------
*       Exhibit 4.1 is incorporated herein by reference to the Registration
        Statement on Form S-8 filed with the Commission by Trusted Information
        Systems, Inc. on January 24, 1997 (Registration No. 333-24849).