content: <PAGE>
   
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  _______________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934.
  
         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 8, 1997
  
                             NETWORKS ASSOCIATES, INC.
                         (FORMERLY MCAFEE ASSOCIATES, INC.)
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  
                           COMMISSION FILE NUMBER 0-20558
  
  
                     DELAWARE                                 77-0316593          
          (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER       
           INCORPORATION OR ORGANIZATION)               IDENTIFICATION NUMBER)    
  
                 2805 BOWERS AVENUE                              95051
                SANTA CLARA, CALIFORNIA                        (ZIP CODE)
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 988-3832
  
                                         1
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
       On December 9, 1997, Networks Associates, Inc. ("Network Associates" or the
  "Company") acquired Pretty Good Privacy, Inc. ("PGP"), a privately-held provider
  of applied cryptographic solutions for securing corporate digital assets and
  protecting individual privacy based in San Mateo, California.  Pursuant to an
  Agreement and Plan of Reorganization dated as of December 1, 1997, between the
  Company, PGP and PG Acquisition Corp., a wholly owned subsidiary of the Company
  ("Merger Sub"), Merger Sub merged with and into PGP, with PGP becoming a wholly
  owned subsidiary of Network Associates.  The aggregate consideration payable in
  the acquisition was approximately $36 million (payable at closing in cash and
  the assumption of certain liabilities) and warrants to acquire a specified
  number of shares of Network Associates common stock.  The cash paid in the
  acquisition was funded or, in the case of assumed liabilities, will be funded
  from Network Associates' cash on hand.  The acquisition is being accounted for
  under the purchase method of accounting.  In accordance with generally accepted
  accounting principles, Network Associates expects to incur a charge to earnings
  for the December 31, 1997 quarter of approximately $30 million related to the
  purchase of in process research and development.
  
                                         2
  <PAGE>
   
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      NETWORKS ASSOCIATES, INC.
  
  
  
                                      By:  /s/ Prabhat K. Goyal
                                      ------------------------------------
                                      Prabhat K. Goyal
                                      Chief Financial Officer
  
                                         3
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text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  _______________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934.
  
         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 8, 1997
  
                             NETWORKS ASSOCIATES, INC.
                         (FORMERLY MCAFEE ASSOCIATES, INC.)
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                           COMMISSION FILE NUMBER 0-20558
  
                     DELAWARE                                 77-0316593          
          (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER       
           INCORPORATION OR ORGANIZATION)               IDENTIFICATION NUMBER)    
  
                 2805 BOWERS AVENUE                              95051
                SANTA CLARA, CALIFORNIA                        (ZIP CODE)
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 988-3832
  
                                         1
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
  
       On December 9, 1997, Networks Associates, Inc. ("Network Associates" or the
  "Company") acquired Pretty Good Privacy, Inc. ("PGP"), a privately-held provider
  of applied cryptographic solutions for securing corporate digital assets and
  protecting individual privacy based in San Mateo, California.  Pursuant to an
  Agreement and Plan of Reorganization dated as of December 1, 1997, between the
  Company, PGP and PG Acquisition Corp., a wholly owned subsidiary of the Company
  ("Merger Sub"), Merger Sub merged with and into PGP, with PGP becoming a wholly
  owned subsidiary of Network Associates.  The aggregate consideration payable in
  the acquisition was approximately $36 million (payable at closing in cash and
  the assumption of certain liabilities) and warrants to acquire a specified
  number of shares of Network Associates common stock.  The cash paid in the
  acquisition was funded or, in the case of assumed liabilities, will be funded
  from Network Associates' cash on hand.  The acquisition is being accounted for
  under the purchase method of accounting.  In accordance with generally accepted
  accounting principles, Network Associates expects to incur a charge to earnings
  for the December 31, 1997 quarter of approximately $30 million related to the
  purchase of in process research and development.
  
                                         2
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      NETWORKS ASSOCIATES, INC.
  
                                      By:  /s/ Prabhat K. Goyal
                                      ------------------------------------
                                      Prabhat K. Goyal
                                      Chief Financial Officer
  
                                         3