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 27, 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 7. Financial Statements and Exhibits.

      99.1  Press release dated April 27, 2004, announcing first quarter 2004
            results (solely furnished and not filed herewith pursuant to Item
            12).

Item 12. Results of Operations and Financial Condition

      On April 27, 2004, Networks Associates, Inc. (the "Registrant") issued a
press release announcing its first-quarter 2004 results. A copy of the press
release is attached hereto as Exhibit 99.1 and is hereby furnished and not
filed.



                                   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 27, 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 27, 2004, announcing first quarter 2004
            results.