UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the Quarterly Period Ended June 30, 1998

                                       or
[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      For the Transition Period From ___________ to ___________.

Commission file number 0-27074

                          SECURE COMPUTING CORPORATION
      ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                                     52-1637226
    -------------------------------                      -------------------
    (State or other jurisdiction of                       (I.R.S. employer
     incorporation or organization)                      identification no.)


     One Almaden Blvd., Suite 400
              San Jose, CA                                      95113
    -------------------------------                      -------------------
(Address of principal executive offices)                      (Zip code)

                                 (612) 628-2700
             ------------------------------------------------------
               Registrant's telephone number, including area code

                                 Not Applicable
      ---------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]   No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date: Common Stock, $.01 par
value - 16,221,247 issued and outstanding as of August 3, 1998, which number
includes 892,061 Exchangeable Shares that have the same voting and other rights
as Common Stock and are immediately exercisable for shares of Common Stock.


                                       1

<PAGE>


                          SECURE COMPUTING CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q



PART I.  FINANCIAL INFORMATION                                        PAGE NO.

Item 1.    Condensed Consolidated Financial Statements:

           Condensed Consolidated Balance Sheets                           3
           (Unaudited) as of June 30, 1998 and
           December 31, 1997

           Condensed Consolidated Statements of                            4
           Operations (Unaudited) for the three
           months ended June 30, 1998
           and 1997 and the six months ended
           June 30, 1998 and 1997.

           Condensed Consolidated Statements of                            5
           Cash Flows (Unaudited) for the six
           months ended June 30, 1998
           and 1997

           Notes to the Condensed Consolidated Financial                 6-7
           Statements (Unaudited)

Item 2.    Management's Discussion and Analysis                            8
           of Financial Condition and Results of
           Operations.


PART II. OTHER INFORMATION                                                10

Item 6.  Exhibits and Reports on Form 8-K

         SIGNATURES                                                       12


                                       2

<PAGE>


                          PART 1. FINANCIAL INFORMATION

                          SECURE COMPUTING CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 1998 AND DECEMBER 31, 1997

               (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                        June 30,      December 31,
                                                                          1998           1997
                                                                        --------       --------
<S>                                                                     <C>            <C>     
ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                           $ 19,810       $  4,880
    Accounts receivable, net                                              15,017         13,553
    Deferred income taxes                                                  2,730          2,113
    Inventory                                                                825          1,123
    Other current assets                                                   1,396          1,760
                                                                        --------       --------
       Total current assets                                               39,778         23,429

PROPERTY AND EQUIPMENT
    Equipment                                                              6,604          8,008
    Furniture & fixtures                                                   1,823          2,595
    Leasehold improvements                                                   947          1,301
                                                                        --------       --------
                                                                           9,374         11,904

    Less accumulated depreciation and amortization                        (5,854)        (6,286)
                                                                        --------       --------
                                                                           3,520          5,618

OTHER ASSETS                                                               2,878          2,007
                                                                        --------       --------
                                                                        $ 46,176       $ 31,054
                                                                        ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                    $  3,176       $  2,175
    Accrued payroll liability                                              1,607          1,170
    Other accrued liabilities                                              3,789          1,094
    Deferred revenue                                                       1,988          1,815
                                                                        --------       --------
       Total current liabilities                                          10,560          6,254

STOCKHOLDERS' EQUITY
    Preferred Stock, par value $.01 per share:                                --             --
       Issued and outstanding shares---June 30, 1998 -- 16,000
       and December 31, 1997 -- 0
    Common Stock, par value $.01 per share:
       Issued and outstanding shares---June 30, 1998 -- 16,157,801
       and December 31, 1997 -- 15,762,820                                   162            158
    Additional paid-in capital                                            85,343         68,131
    Accumulated deficit                                                  (49,774)       (43,378)
    Foreign currency translation                                            (115)          (111)
                                                                        --------       --------
       Total stockholders' equity                                         35,616         24,800
                                                                        --------       --------
                                                                        $ 46,176       $ 31,054
                                                                        ========       ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>


                          SECURE COMPUTING CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 AND
                 FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997

               (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                           Three Months Ended            Six Months Ended
                                                 June 30,                     June 30,
                                           1998          1997           1998           1997
                                         ----------------------       -----------------------
<S>                                      <C>           <C>            <C>            <C>     
Products and services revenue            $ 11,755      $  7,207       $ 22,020       $ 13,618
Government contracts revenue                2,770         4,127          5,280          8,325
                                         --------      --------       --------       --------
                                           14,525        11,334         27,300         21,943

Cost of revenue                             5,175         4,794          9,426          9,925
                                         --------      --------       --------       --------
Gross profit                                9,350         6,540         17,874         12,018

Operating expenses:
     Selling and marketing                  5,716         4,784         11,527          9,454
     Research and development               1,838         2,171          3,740          4,878
     General and administrative             1,102           944          1,877          2,159
     Restructure costs                         --            --          7,800             --
                                         --------      --------       --------       --------
                                            8,656         7,899         24,944         16,491

                                         --------      --------       --------       --------
Operating income(loss)                        694        (1,359)        (7,070)        (4,473)

Net interest income                            15           149             57            302
                                         --------      --------       --------       --------
Income(loss) before income taxes              709        (1,210)        (7,013)        (4,171)

Income tax benefit                            260            --            617             --
                                         --------      --------       --------       --------
Net income(loss)                         $    969      $ (1,210)      $ (6,396)      $ (4,171)
                                         ========      ========       ========       ========

Basic earnings(loss) per share           $   0.06      $  (0.08)      $  (0.40)      $  (0.27)
                                         ========      ========       ========       ========

Weighted average shares outstanding        16,038        15,496         15,945         15,430
                                         ========      ========       ========       ========

Diluted earnings(loss) per share         $   0.06      $  (0.08)      $  (0.40)      $  (0.27)
                                         ========      ========       ========       ========

Weighted average common shares
     and equivalents outstanding           17,471        15,496         15,945         15,430
                                         ========      ========       ========       ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4

<PAGE>


                     SECURE COMPUTING CORPORATION CONDENSED
                CONSOLDIATED STATEMENTS OF CASH FLOWS FOR THE SIX
                       MONTHS ENDED JUNE 30, 1998 AND 1997

                            (UNAUDITED, IN THOUSANDS)

                                                       Six months ended June 30,
                                                          1998          1997
                                                        --------      --------

NET CASH USED IN OPERATING ACTIVITIES                   $   (732)     $ (5,641)

INVESTING ACTIVITIES
  Proceeds from sales of investments                         --         4,953
  Purchase of property and equipment                      (1,197)       (1,223)
  Increase in intangibles and other assets                (1,082)         (149)
                                                         --------      --------
    Net cash provided by (used in) investing activities   (2,279)        3,581

FINANCING ACTIVITIES
  Proceeds from issuance of Preferred Stock               15,432            --
  Proceeds from issuance of Common Stock                   1,784           944
  Proceeds from sales-lease-back transaction                 729            --
                                                        --------      --------
    Net cash provided by financing activities             17,945           944
                                                        --------      --------

EFFECT OF EXCHANGE RATE CHANGES                               (4)           --
                                                        --------      --------
  Increase (decrease) in cash and cash equivalents        14,930        (1,116)

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD              4,880        12,130
                                                        --------      --------
CASH AND CASH EQUIVALENTS END OF PERIOD                 $ 19,810      $ 11,014
                                                        ========      ========

     See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>


                          SECURE COMPUTING CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying condensed consolidated financial statements have been
      prepared by Secure Computing Corporation (the "Company") without audit and
      reflect all adjustments (consisting only of normal and recurring
      adjustments and accruals) which are, in the opinion of management,
      necessary to present a fair statement of the results for the interim
      periods presented. The statements have been prepared in accordance with
      the regulations of the Securities and Exchange Commission, but omit
      certain information and footnote disclosures necessary to present the
      statements in accordance with generally accepted accounting principles.
      The results of operations for the interim periods presented are not
      necessarily indicative of the results to be expected for the full fiscal
      year. These condensed financial statements should be read in conjunction
      with the Consolidated Financial Statements and footnotes thereto included
      in the Company's Annual Report on form 10-K for the year ended December
      31, 1997, as filed with the Securities and Exchange Commission.

2.    PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of the Company
      and its subsidiaries. All inter-company balances and transactions have
      been eliminated in consolidation. The financial statements for all periods
      presented have been restated to reflect the pooling of interests of the
      Company and its acquired subsidiaries Secure Computing Canada Ltd.
      (formerly Border Network Technologies Inc.) and Enigma Logic, Inc.

3.    NET EARNINGS (LOSS) PER SHARE

      In February 1997, the Financial Accounting Standards Board issued
      Statement No. 128, "Earnings Per Share", which was adopted on December 31,
      1997. All earnings (loss) per share amounts for all periods have been
      presented, and where necessary, restated to conform to the Statement 128
      requirements. Basic earnings per share is computed on the basis of the
      average number of common shares outstanding. Diluted loss per share does
      not include the effect of outstanding stock options and warrants in a loss
      period as they are anti-dilutive.

4.    RESTRUCTURING

      In the first quarter of 1998, the Company announced plans to implement a
      restructuring plan designed to facilitate further integration of acquired
      businesses, and recorded a pre-tax expense of $7.8 million to account for
      these actions, which include costs of lease terminations, streamlining its
      product offerings and reducing the Company's cost structure to increase
      operational efficiency. The plan will result in the separation of some
      employees worldwide and the closing of certain facilities.

5.    SALE OF CONVERTIBLE PREFERRED STOCK

      In June 1998, the Company sold 16,000 shares of Series C Convertible
      Preferred Stock (the "Preferred Stock") resulting in net proceeds to the
      Company of approximately $15,432,000, net of $568,000 in transaction
      costs. In connection with the sale of the Preferred Stock, the Company
      also issued warrants to purchase 174,464 shares of the Company's Common
      Stock. The warrants may be exercised on the earlier of June 29, 2001 or a
      merger involving the Company in which the Company is not the surviving
      entity. The exercise price of the warrants is 130% of the average closing
      bid price of the Company's Common Stock on the 15 trading days immediately
      prior to June 30, 1998. The Preferred Stock is convertible into the number
      of shares of Common Stock which may be purchased for the stated value of
      $1,000 per share of Preferred Stock at a per share price equal to the
      lower of a) the average closing bid price of the Common Stock for the five
      trading days immediately prior to the date of conversion, b) the average
      closing bid price of the Common Stock for the 15 trading days immediately
      prior to the date of conversion, and c) 103% of the average closing bid
      price of the Common Stock for the 15 trading days immediately prior to the
      day of issuance of the Preferred Stock.


                                       6

<PAGE>


6.    SIGNIFICANT ACCOUNTING POLICIES

      In November 1997, the Financial Accounting Standards Board issued SOP 97-2
      "Software Revenue Recognition" to replace SOP-91-1. The Company adopted
      SOP 97-2 in the first quarter of 1998 and it did not materially impact
      revenue recognition for this time period.

      As of January 1, 1998, the Company adopted Statement 130, "Reporting
      Comprehensive Income". Statement 130 establishes new rules for the
      reporting and display of comprehensive income and its components; however,
      the adoption of this Statement had no impact on the Company's net income
      ore shareholders equity. Statement 130 requires foreign currency
      translation adjustments, which prior to adoption were reported separately
      in shareholders' equity to be included in other comprehensive income.
      Prior year financial statements have been reclassified to conform to the
      requirements of Statement 130. During the second quarter of 1998 and 1997,
      total comprehensive income amounted to $867,000 and ($1,210,000),
      respectively.


                                       7

<PAGE>


                          SECURE COMPUTING CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

RESULTS OF OPERATIONS

REVENUE. The Company's revenue increased 28.2 percent to $14,525,000 for the
second quarter of 1998 up from $11,334,000 in the same period of 1997. The
increase resulted from higher products and services revenue. Products and
services revenue was $11,755,000 for the quarter, an increase of 63.1 percent
over 1997, and reflects the Company's increased marketing and sales effort in
the commercial market. Government contracts revenue was $2,770,000 for the
quarter, a decrease of 32.9 percent from the second quarter of 1997, which
reflects the companies continued planned shift toward higher margin products.
The Company expects quarterly revenue from government contracts for the rest of
1998 to decline in comparison to the second quarter of 1998.

GROSS PROFIT. Gross profit as a percentage of revenue increased from 57.5
percent in the second quarter of 1997 to 64.4 percent in 1998. The increase
resulted mainly from software only sales within products and services revenue,
which carry higher margins than sales of systems bundled with hardware. The
increased gross margin was also a result of a decrease in lower margin
government contract revenue. The Company believes, with the leveling in
government contracts revenue, that margins for the remainder of the year should
trend slightly higher.

SELLING AND MARKETING. Selling and marketing expense increased 19.5 percent to
$5,716,000 in the first quarter of 1998 up from $4,784,000 in the same period of
1997. As a percentage of revenue, selling and marketing expense was 39.4 percent
for the quarter compared to 42.2 percent in the same period of 1997. The
increase resulted primarily from expenses for a stronger sales and marketing
presence needed due to competitive pressures, increased international activities
and personnel additions made to position the Company for future growth. The
Company expects selling and marketing expenses for the rest of 1998 will remain
at levels comparable to the second quarter of 1998.

RESEARCH AND DEVELOPMENT. Research and development expense decreased by 15.3
percent to $1,838,000 in the first quarter of 1998 down from $2,171,000 in the
same period of 1997. As a percentage of revenue, research and development
expense was 12.7 percent for the quarter compared to 19.2 percent in the same
period of 1997. The decrease resulted primarily from savings achieved from
integrating duplicative development efforts.

GENERAL AND ADMINISTRATIVE. As a percentage of revenue, general and
administrative expenses were 7.6 percent for the second quarter of 1998 compared
to 8.3 percent for the second quarter of 1997. The Company expects the quarterly
rate of general and administrative expenses for the rest of 1998 to remain at
levels comparable to those of the second quarter of 1998.

RESTRUCTURE COSTS. In the first quarter of 1998, the Company announced and began
to implement a restructuring plan designed to facilitate further integration of
acquired businesses, and recorded a pre-tax expense of $7.8 million to account
for these actions, which include streamlining its product offerings and reducing
the unit's cost structure and the closure of certain facilities. The Company
expects that approximately $4.2 million of the non-recurring charges require
expenditures of cash. A significant portion of the restructuring activities will
be implemented and completed by the end of the third quarter of 1998. The
largest components of the charge will be lease termination costs of
approximately $2.5 million and the write off of related assets of $2.1 million.

NET INTEREST INCOME. The difference in net interest income between the periods
reflects lower average cash and investment balances in 1998 as compared to 1997.

INCOME TAXES. The Company recognized an income tax benefit in the second quarter
of 1998 of $260,000 compared to no income tax in the same period of 1997.
Management believes it is more likely than not that deferred tax assets, which
total $3.0 million at June 30, 1998, will be realized. The computation of the
Company's deferred tax assets and valuation allowance are based in part on
taxable income expected to be earned on government contracts and projected
interest income. The amount of the deferred tax assets considered realizable
could be reduced in the near term if estimates of future taxable income are
reduced.


                                       8

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents increased by $14,930,000 from December
31, 1997 to June 30, 1998. The increase resulted primarily from the gross
proceeds of a $16,000,000 Preferred Stock offering offset by the use of cash to
fund operations and purchase capital equipment. As of June 30, 1998, the Company
had working capital of $31.2 million. The Company anticipates using available
cash to fund growth in operations, invest in capital equipment, acquire
businesses, license technology or products related to the Company's line of
business, and provide for restructuring activities.

Capital additions in the second quarter of 1998 were $622,000 and were primarily
made up of computer equipment, office furniture and leasehold improvements. The
Company expects to invest approximately $800,000 additional throughout the
remainder of 1998 mainly for computer equipment and facilities and business
systems upgrades.

At its current level of operations, the Company believes that its existing cash
and cash equivalents are sufficient to meet the Company's current working
capital and capital expenditure requirements through at least the next 12
months.

FORWARD LOOKING STATEMENTS

Certain statements made above, which are summarized below, are forward-looking
statements that involve risks and uncertainties, and actual results may be
materially different. Factors that could cause actual results to differ include
those identified below:

*     THE COMPANY EXPECTS THAT THE PERCENTAGE OF ITS REVENUES DERIVED FROM
      PRODUCTS AND RELATED SERVICES WILL INCREASE IN FUTURE YEARS, AS THE
      COMPANY INCREASINGLY FOCUSES ON PRODUCT SALES. Meeting this expectation
      depends upon the Company's ability to achieve a higher level of products
      and services revenue, which may not occur for a variety of reasons,
      including general market conditions for the Company's products and
      services, delays or difficulties in the development of new products
      inability to obtain market acceptance of new products offered by the
      Company, and introduction of products by competitors.

*     DURING 1998, THE COMPANY PLANS TO CONTINUE ITS RESEARCH AND DEVELOPMENT,
      GENERAL AND ADMINISTRATIVE, AND SALES AND MARKETING EXPENDITURES AT
      CURRENT LEVELS. This expectation depends on the Company maintaining the
      current anticipated level of product development, which may not occur due
      to unexpected increases in such costs or because of a need to accelerate
      or begin new product development and also may be affected by current plans
      for a full scale product marketing and branding campaign being curtailed,
      delayed or decreased products and services revenue resulting in lower
      selling expense. Fluctuations in revenue from quarter to quarter will
      likely have an increasingly significant impact on the Company's results of
      operations. Additionally, meeting this expectation depends upon the
      Company's ability to control costs and achieve a higher level of revenue,
      which may not occur for a variety of reasons, including general market
      conditions for the company's products and services, development and
      acceptance of new products offered by the Company, and introduction of
      products by competitors.

*     MANAGEMENT BELIEVES IT IS MORE LIKELY THAN NOT THAT DEFERRED TAX ASSETS,
      WHICH TOTAL $3.0 MILLION AT JUNE 30, 1998, WILL BE REALIZED. This
      expectation depends mainly on the Company maintaining, at current levels,
      its existing government contract business. If these contracts were lost or
      adjusted downward, deferred tax assets would be expected to be written
      down with a corresponding charge to income tax expense recorded.

*     AT ITS CURRENT LEVEL OF OPERATIONS, THE COMPANY BELIEVES THAT ITS EXISTING
      CASH AND CASH EQUIVALENTS ARE SUFFICIENT TO MEET THE COMPANY'S CURRENT
      WORKING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS THROUGH AT LEAST THE
      NEXT 12 MONTHS. The Company's ability to generate revenue as currently
      expected, unexpected expenses and the need for additional funds to react
      to changes in the marketplace, including unexpected increases in personnel
      costs and selling and marketing expenses or currently unplanned
      acquisitions may impact whether the Company has sufficient cash resources
      to fund its product development and marketing and sales plans for the
      remainder of 1998 and early 1999.

*     THE COMPANY EXPECTS QUARTERLY REVENUE FROM GOVERNMENT CONTRACTS FOR THE
      REST OF 1998 TO REMAIN COMPARABLE TO THE SECOND QUARTER OF 1998. THE
      COMPANY BELIEVES IN THE LEVELING IN GOVERNMENT CONTRACTS REVENUE, THAT THE
      MARGINS FOR THE REMAINDER OF THE YEAR SHOULD TEND SLIGHTLY HIGHER. If the
      government contracts were lost or adjusted downward, the quarterly revenue
      from such contracts would decline, which decline could have a material
      adverse effect on the Company's business, financial condition or results
      of operations.

*     THE COMPANY EXPECTS THAT NON-RECURRING CHARGES RELATING TO RESTRUCTURING
      COSTS WILL BE COMPLETED BY THE END OF THE THIRD QUARTER OF 1998. If the
      charges incurred by the Company in connection with the restructuring are
      greater than expected or if such charges continue beyond the third
      quarter, such charges could have a material adverse effect on the
      Company's business, financial condition and results of operations.


                                       9

<PAGE>


                          SECURE COMPUTING CORPORATION

PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Not applicable

ITEM 2.     CHANGES IN SECURITIES

            On June 30, 1998, the Company sold 16,000 shares of newly issued
            Series C Convertible Preferred Stock (the "Series C Preferred") and
            warrants to acquire 174,464 shares of Common Stock to two investors
            affiliated with Credit Suisse First Boston and Castle Creek
            Partners. The offer and sale of these securities were completed
            pursuant to the exemption provided by Regulation D under the
            Securities Act of 1933.

            The Series C Preferred is convertible at the election of the holder
            into shares of Common Stock beginning six months after issuance, and
            at any time prior to six months upon the occurrence of certain
            events, including a merger and similar transactions which would
            result in a change of control of the Company. The Series C Preferred
            is senior to the Company's Series A and Series B Convertible
            Preferred Stock and to the Company's Common Stock in respect of the
            right to receive dividend payments and liquidation preferences. The
            issuance of the Series C Preferred may result in dilution to
            existing stockholders. The foregoing summary of the principal rights
            and preferences of the Series C Preferred is a general description
            only and is qualified by the detailed terms and conditions of the
            Certificate of Designation of Series C Preferred Stock. A more
            comprehensive description of the rights and preferences of the
            Series C Preferred is contained in the Company's Report on Form 8-K
            filed with the Commission on July 15, 1998. A copy of the
            Certificate of Designation of Series C Preferred Stock is filed as
            an exhibit to the Report on Form 8-K.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            Not applicable

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            The following matters were approved at the Company's Annual Meeting
            of Stockholders held on May 14, 1998 and reconvened May 27, 1998.

            a)    The following directors were elected:

            Directors                             For        Against
            ---------------------------------------------------------
            Betsy S. Atkins                    8,394,030       67,179
            Steven M. Puricelli                8,394,030       67,179

            b)    Amendment of the 1995 Omnibus Stock Plan

                                                  Number of Common Shares Voted
            1995 Stock Plan                       For        Against     Abstain
            --------------------------------------------------------------------
            Amendment to 1995 Stock Plan       5,786,464    2,668,465     27,494

            c)    The stockholders also approved the following proposal:

                                                  Number of Common Shares Voted
            Independent Accountants               For        Against     Abstain
            -------------------------------------------------------------------
            Ratification of Ernst & Young LLP
               as independent accountants       8,447,605      28,268      6,550

ITEM 5.     OTHER INFORMATION

            None


                                       10

<PAGE>


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

      The following exhibits are filed as part of this Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1998:

      27.1  Financial Data Schedule


                                       11

<PAGE>


                          SECURE COMPUTING CORPORATION

                                   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, thereunto duly authorized.



                                     SECURE COMPUTING CORPORATION


DATE: ____________, 1998             By: \s\ Timothy P. McGurran
                                        ----------------------------------------
                                        Timothy P. McGurran,
                                         Senior Vice President of Operations
                                          and Chief Financial Officer
                                         (Duly authorized officer and
                                         Principal Financial Officer)


                                       12

<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT                      DESCRIPTION                            PAGE
-------                -----------------------              --------------------
 27.1                  Financial Data Schedule              FILED ELECTRONICALLY


                                       13