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): April 22, 2004

                            NETWORKS ASSOCIATES, INC.
               (Exact Name of Registrant as specified in charter)

                         Commission File Number 0-20558


                 Delaware                                 77-0316593
       (State or other jurisdiction                    I.R.S. Employer
            of incorporation)                         Identification Number

           3965 Freedom Circle
         Santa Clara, California                            95054
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: (408) 988-3832



Item 5. Other Events.

     On April 22, 2004, Networks  Associates,  Inc. (the "Registrant")  issued a
press release announcing  business,  productivity and branding changes including
the sale of its Sniffer  business and renaming of the company to McAfee.  A copy
of the press release is attached hereto as Exhibit 99.1.

Item 7. Financial Statements and Exhibits.

99.1  Press release dated April 22, 2004, announcing business,  productivity and
      branding  changes  including the sale of the Sniffer business and renaming
      of the company to McAfee.



                                   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.


Dated: April 22, 2004                          By:/s/ Stephen C. Richards
                                                  ------------------------------
                                                  Stephen C. Richards
                                                  Chief Operating Officer and
                                                  Chief Financial Officer



                                 EXHIBIT INDEX

Exhibits.

99.1    Press release dated April 22, 2004,  announcing  business,  productivity
        and  branding  changes  including  the sale of the Sniffer  business and
        renaming of the company to McAfee.