---



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, 2004



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 incorporation or organization) |  | (I.R.S. employer identification no.)



|                                         |  |           
|---------------------------------------- |  | ----------
|4810 Harwood Road, San Jose, CA          |  | 95124     
|(Address of principal executive offices) |  | (Zip code)



(800) 379-4944

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). 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  35,696,913 issued and outstanding as of August 2, 2004.



---



1



---

SECURE COMPUTING CORPORATION



INDEX



|         |  |                                                                                                             |  |         
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                                             |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION                                                                                       |  |         
|         |  |                                                                                                            
|Item 1.  |  | Condensed Consolidated Financial Statements:                                                                |  |         
|         |  |                                                                                                            
|         |  | Condensed Consolidated Balance Sheets as of June 30, 2004 (Unaudited) and December 31, 2003                 |  | 3       
|         |  |                                                                                                            
|         |  | Condensed Consolidated Statements of Operations (Unaudited) for the six months ended June 30, 2004 and 2003 |  | 4       
|         |  |                                                                                                            
|         |  | Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2004 and 2003 |  | 5       
|         |  |                                                                                                            
|         |  | Notes to the Condensed Consolidated Financial Statements (Unaudited)                                        |  | 6 - 8   
|         |  |                                                                                                            
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 9 -12   
|         |  |                                                                                                            
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 13      
|         |  |                                                                                                            
|Item 4.  |  | Controls and Procedures                                                                                     |  | 13      
|         |  |                                                                                                            
|PART II. |  | OTHER INFORMATION                                                                                           |  |         
|         |  |                                                                                                            
|Item 1.  |  | Legal Proceedings                                                                                           |  | 14      
|         |  |                                                                                                            
|Item 2.  |  | Changes in Securities                                                                                       |  | 14      
|         |  |                                                                                                            
|Item 3.  |  | Defaults upon Senior Securities                                                                             |  | 14      
|         |  |                                                                                                            
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                         |  | 14      
|         |  |                                                                                                            
|Item 5.  |  | Other Information                                                                                           |  | 15      
|         |  |                                                                                                            
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                            |  | 15      
|         |  |                                                                                                            
|         |  | Signatures                                                                                                  |  | 16      



2



---

PART I - FINANCIAL INFORMATION



|Item 1. | Condensed Consolidated Financial Statements
|------- | -------------------------------------------



SECURE COMPUTING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)



|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | --------------------------- | - | -------- | -
|                                                                                                                                                        |  | June 30, 2004(Unaudited) |          |   | December 31,2003 (See Note) |  
|Assets                                                                                                                                                  |  |                          |          |   |                             |   |          |  
|Cash and cash equivalents                                                                                                                               |  |                          | 31,526   |   |                             | $ | 17,101   |  
|Investments                                                                                                                                             |  |                          | 11,763   |   |                             |   | 16,580   |  
|Accounts receivable, net                                                                                                                                |  |                          | 16,139   |   |                             |   | 17,148   |  
|Inventory, net                                                                                                                                          |  |                          | 1,838    |   |                             |   | 1,227    |  
|Other current assets                                                                                                                                    |  |                          | 8,020    |   |                             |   | 7,232    |  
|Current assets from discontinued operations                                                                                                             |  |                          | 181      |   |                             |   | 545      |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Total current assets                                                                                                                                    |  |                          | 69,467   |   |                             |   | 59,833   |  
|Property and equipment, net                                                                                                                             |  |                          | 4,863    |   |                             |   | 5,004    |  
|Goodwill                                                                                                                                                |  |                          | 40,066   |   |                             |   | 40,416   |  
|Other assets                                                                                                                                            |  |                          | 2,907    |   |                             |   | 3,222    |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Total assets                                                                                                                                            |  | $                        | 117,303  |   |                             | $ | 108,475  |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Liabilities and Stockholders Equity                                                                                                                    |  |                          |          |   |                             |   |          |  
|Accounts payable                                                                                                                                        |  | $                        | 2,814    |   |                             | $ | 2,861    |  
|Accrued payroll                                                                                                                                         |  |                          | 2,771    |   |                             |   | 3,539    |  
|Acquisition reserve                                                                                                                                     |  |                          | 1,680    |   |                             |   | 1,757    |  
|Other accrued expenses                                                                                                                                  |  |                          | 998      |   |                             |   | 1,024    |  
|Deferred revenue                                                                                                                                        |  |                          | 19,624   |   |                             |   | 21,663   |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Total current liabilities                                                                                                                               |  |                          | 27,887   |   |                             |   | 30,844   |  
|Acquisition reserve, net of current portion                                                                                                             |  |                          | 771      |   |                             |   | 1,839    |  
|Deferred revenue, net of current portion                                                                                                                |  |                          | 5,670    |   |                             |   | 3,778    |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Total liabilities                                                                                                                                       |  |                          | 34,328   |   |                             |   | 36,461   |  
|Stockholders equity                                                                                                                                    |  |                          |          |   |                             |   |          |  
|Preferred stock, par value $.01 per share; authorized  2,000,000; issued and outstanding  none at June 30, 2004 and December 31,
2003                 |  |                          |         |   |                             |   |         |  
|Common stock, par value $.01 per share; authorized  100,000,000; issued and outstanding  June 30, 2004  35,636,375 and
December 31, 2003 34,953,772 |  |                          | 356      |   |                             |   | 350      |  
|Additional paid-in capital                                                                                                                              |  |                          | 196,336  |   |                             |   | 190,090  |  
|Accumulated deficit                                                                                                                                     |  |                          | (113,184 | ) |                             |   | (117,907 | )
|Accumulated other comprehensive income                                                                                                                  |  |                          | (533     | ) |                             |   | (519     | )
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Total stockholders equity                                                                                                                              |  |                          | 82,975   |   |                             |   | 72,014   |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  
|Total liabilities and stockholders equity                                                                                                              |  | $                        | 117,303  |   |                             | $ | 108,475  |  
|                                                                                                                                                        |  |                          |          |   |                             |   |          |  



NOTE: The balance sheet at
December 31, 2003 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.



See accompanying notes to condensed consolidated financial statements.



3



---

SECURE COMPUTING CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share amounts)



|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|------------------------------------------------ |  | -------------------------- | ------ | ---- | ------------------------ | ------ | ---- |  | ---- | ------ |  | - | ------ | -
|                                                 |  | Three Months EndedJune 30, |        |      | Six Months EndedJune 30, |       
|                                                 |  | 2004                       |        | 2003 |                          |        | 2004 |  | 2003 |       
|Revenue                                          |  | $                          | 22,118 |      | $                        | 17,630 |      |  | $    | 43,334 |  | $ | 33,809 |  
|Cost of revenue                                  |  |                            | 2,650  |      |                          | 1,903  |      |  |      | 5,163  |  |   | 3,238  |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Gross profit                                     |  |                            | 19,468 |      |                          | 15,727 |      |  |      | 38,171 |  |   | 30,571 |  
|Operating expenses:                              |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Selling and marketing                            |  |                            | 11,248 |      |                          | 9,598  |      |  |      | 22,237 |  |   | 18,416 |  
|Research and development                         |  |                            | 4,104  |      |                          | 3,716  |      |  |      | 8,207  |  |   | 7,604  |  
|General and administrative                       |  |                            | 1,677  |      |                          | 1,234  |      |  |      | 3,210  |  |   | 2,463  |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|                                                 |  |                            | 17,029 |      |                          | 14,548 |      |  |      | 33,654 |  |   | 28,483 |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Operating income                                 |  |                            | 2,439  |      |                          | 1,179  |      |  |      | 4,517  |  |   | 2,088  |  
|Other income                                     |  |                            | 79     |      |                          | 46     |      |  |      | 206    |  |   | 99     |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Net income from continuing operations            |  |                            | 2,518  |      |                          | 1,225  |      |  |      | 4,723  |  |   | 2,187  |  
|Loss from operations of discontinued AT division |  |                            |       |      |                          | (216   | )    |  |      |       |  |   | (607   | )
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Net income                                       |  | $                          | 2,518  |      | $                        | 1,009  |      |  | $    | 4,723  |  | $ | 1,580  |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Basic earnings/(loss) per share:                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Continuing operations                            |  | $                          | 0.07   |      | $                        | 0.04   |      |  | $    | 0.13   |  | $ | 0.07   |  
|Discontinued operations                          |  |                            |       |      |                          | (0.01  | )    |  |      |       |  |   | (0.02  | )
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Basic earnings per share                         |  | $                          | 0.07   |      | $                        | 0.03   |      |  | $    | 0.13   |  | $ | 0.05   |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Weighted average shares outstanding - basic      |  |                            | 35,587 |      |                          | 31,716 |      |  |      | 35,469 |  |   | 30,724 |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Diluted earnings/(loss) per share:               |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Continuing operations                            |  | $                          | 0.07   |      | $                        | 0.04   |      |  | $    | 0.13   |  | $ | 0.07   |  
|Discontinued operations                          |  |                            |       |      |                          | (0.01  | )    |  |      |       |  |   | (0.02  | )
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Diluted earnings per share                       |  | $                          | 0.07   |      | $                        | 0.03   |      |  | $    | 0.13   |  | $ | 0.05   |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  
|Weighted average shares outstanding - diluted    |  |                            | 37,274 |      |                          | 32,756 |      |  |      | 37,762 |  |   | 31,532 |  
|                                                 |  |                            |        |      |                          |        |      |  |      |        |  |   |        |  



4



---

SECURE COMPUTING CORPORATION

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                                             |  |                          |        |   |      |   |        |  
|------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                                                             |  | Six Months EndedJune 30, |       
|                                                                                                             |  | 2004                     |        |   | 2003 |  
|Operating activities                                                                                         |  |                          |        |   |      |   |        |  
|Net income                                                                                                   |  | $                        | 4,723  |   |      | $ | 1,580  |  
|Loss from discontinued operations                                                                            |  |                          |       |   |      |   | 607    |  
|                                                                                                             |  |                          |        |   |      |   |        |  
|Net income from continuing operations                                                                        |  |                          | 4,723  |   |      |   | 2,187  |  
|Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: |  |                          |        |   |      |   |        |  
|Depreciation                                                                                                 |  |                          | 1,238  |   |      |   | 1,434  |  
|Amortization                                                                                                 |  |                          | 405    |   |      |   | 122    |  
|Loss on disposals of property and equipment                                                                  |  |                          | 95     |   |      |   | 6      |  
|Loss on disposals of intangible assets                                                                       |  |                          | 18     |   |      |   |       |  
|Deferred income taxes                                                                                        |  |                          | (151   | ) |      |   | (256   | )
|Changes in operating assets and liabilities:                                                                 |  |                          |        |   |      |   |        |  
|Accounts receivable                                                                                          |  |                          | 1,319  |   |      |   | (1,479 | )
|Inventories                                                                                                  |  |                          | (611   | ) |      |   | (168   | )
|Other current assets                                                                                         |  |                          | (637   | ) |      |   | (99    | )
|Accounts payable                                                                                             |  |                          | (47    | ) |      |   | 688    |  
|Payroll related accruals                                                                                     |  |                          | (768   | ) |      |   | (207   | )
|Accrued liabilities and reserves                                                                             |  |                          | (1,131 | ) |      |   | (519   | )
|Deferred revenue                                                                                             |  |                          | (147   | ) |      |   | (360   | )
|                                                                                                             |  |                          |        |   |      |   |        |  
|Net cash provided by operating activities                                                                    |  |                          | 4,306  |   |      |   | 1,887  |  
|Investing activities                                                                                         |  |                          |        |   |      |   |        |  
|Net proceeds from sales/maturities of investments                                                            |  |                          | 4,817  |   |      |   | 2,036  |  
|Purchase of property and equipment, net                                                                      |  |                          | (1,192 | ) |      |   | (969   | )
|Increase in intangibles and other assets                                                                     |  |                          | (117   | ) |      |   | (153   | )
|                                                                                                             |  |                          |        |   |      |   |        |  
|Net cash provided by investing activities                                                                    |  |                          | 3,508  |   |      |   | 914    |  
|Financing activities                                                                                         |  |                          |        |   |      |   |        |  
|Proceeds from issuance of common stock                                                                       |  |                          | 6,252  |   |      |   | 1,225  |  
|Effect of exchange rate changes                                                                              |  |                          | (5     | ) |      |   | (63    | )
|Net cash provided from /(used by) discontinued operations                                                    |  |                          | 364    |   |      |   | (1,094 | )
|                                                                                                             |  |                          |        |   |      |   |        |  
|Net increase in cash and cash equivalents                                                                    |  |                          | 14,425 |   |      |   | 2,869  |  
|Cash and cash equivalents, beginning of period                                                               |  |                          | 17,101 |   |      |   | 18,050 |  
|                                                                                                             |  |                          |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                                                     |  | $                        | 31,526 |   |      | $ | 20,919 |  
|                                                                                                             |  |                          |        |   |      |   |        |  



See accompanying notes
to condensed consolidated financial statements.



5



---

SECURE COMPUTING CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

(Unaudited)



|1. | Organization
|-- | ------------



We develop network security solutions that create trusted connections between organizations and their customers, partners, and employees  thereby
enabling them to exchange critical information safely, helping them confidently build their businesses. Our technologies enable our customers to secure the sharing of information resources at every connection point, while implementing a balance
between security and accessibility according to their policy objectives. We work closely with our customers to provide them with reliable access control and innovative new features that are comprehensive, easy to manage and highly effective in
securing the connections between people, applications and networks.



|2. | Condensed Consolidated Financial Statements
|-- | -------------------------------------------



The accompanying condensed consolidated financial statements have been prepared by us without audit and reflect all adjustments (consisting of normal and
recurring adjustments and accruals) which are, in our opinion, necessary to present a fair statement of the results for the interim periods presented. The consolidated financial statements include our accounts and those of our subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation. 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 accounting principles generally accepted in the United States. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the
full fiscal year. Certain previously reported amounts have been reclassified to conform to the current presentation format with no impact on net income. The December 31, 2003 Condensed Balance Sheet is derived from our audited Consolidated Balance
Sheet as of December 31, 2003. These condensed financial statements should be read in conjunction with the Consolidated Financial Statements and footnotes thereto included in our Annual Report of Form 10-K for the year ended December 31, 2003, as
filed with the Securities and Exchange Commission.



|3. | Significant Accounting Policies
|-- | -------------------------------



Stock Options



We account for our stock option based plans under the recognition and measurement provisions of Accounting Principles Bulletin (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in the consolidated statements of operations, as all options granted under those plans had an exercise price
equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and net income per share if we had applied the fair value recognition provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation:



|                                                                                                                                            |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                            |  | Three MonthsEnded June 30, |        |   | Six Months Ended June 30, |  
|                                                                                                                                            |  | 2004                       |        |   | 2003                      |   |        | 2004 |  |   | 2003   |  
|Net income, as reported                                                                                                                     |  | $                          | 2,518  |   |                           | $ | 1,009  |      |  | $ | 4,723  |   |  | $ | 1,580  |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                            | (2,900 | ) |                           |   | (2,396 | )    |  |   | (5,128 | ) |  |   | (7,067 | )
|                                                                                                                                            |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net loss                                                                                                                          |  | $                          | (382   | ) |                           | $ | (1,387 | )    |  | $ | (405   | ) |  | $ | (5,487 | )
|                                                                                                                                            |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss) per share:                                                                                                                |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic and Diluted  as reported                                                                                                             |  | $                          | 0.07   |   |                           | $ | 0.03   |      |  | $ | 0.13   |   |  | $ | 0.05   |  
|                                                                                                                                            |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic and Diluted  pro forma                                                                                                               |  | $                          | (0.01  | ) |                           | $ | (0.04  | )    |  | $ | (0.01  | ) |  | $ | (0.18  | )
|                                                                                                                                            |  |                            |        |   |                           |   |        |      |  |   |        |   |  |   |        |  



6



---

SECURE COMPUTING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except
share and per share amounts)

(Unaudited)



|3. | Significant Accounting Policies (continued)
|-- | -------------------------------------------



Comprehensive Income



During the three months ended June 30, 2004, total comprehensive income amounted to $2,530 compared to $988 for the same period of 2003. During the first
six months of 2004, total comprehensive income amounted to $4,709 compared to $1,517 for the first six months of 2003. The components of our comprehensive income are net income, foreign currency translation adjustments and unrealized loss on
available for sale investments. Results of operations are translated using the average exchange rates throughout the period. Translation gains or losses, net of applicable deferred taxes, are accumulated as a separate component of stockholders
equity and included in comprehensive income.



|4. | Acquisition of N2H2, Inc.
|-- | -------------------------



On October 13, 2003, we acquired 100% of the outstanding common shares of N2H2, Inc. The results of N2H2s operations have been included in the
consolidated financial statements since that date. N2H2 provided Internet filtering and monitoring solutions that are designed to allow Internet users to monitor and filter content categories thereby increasing productivity, reducing bandwidth
consumption, and limiting potential legal liability. N2H2 had two product lines: Sentian for corporate and government markets and Bess for schools, libraries, and non-for-profit organizations. As a result of the acquisition, we are expected to
expand our market share of web filtering services and are expected to reduce costs through the economies of scale.



The aggregate purchase price was $20,500 consisting primarily of 1,868,514 shares of common stock valued at $17,200, 422,000 options with a value of
$2,900 and direct costs of the acquisition of $505. The value of the common shares issued was determined based on the average market price of our common shares over the period including two days before and after the date that the terms of the
acquisition were agreed to and announced.



The following
unaudited pro forma financial information was prepared in accordance with SFAS No. 141 and assumes the acquisition had occurred at the beginning of the periods presented. The unaudited pro forma financial information is provided for informational
purposes only. These pro forma results are based upon the respective historical financial statements of the respective companies, and do not incorporate, nor do they assume, any benefits from cost savings or synergies of operations of the combined
company. The unaudited combined results of continuing operations are as follows:



|                               |  |                                  |        |                                |   |       
|------------------------------ |  | -------------------------------- | ------ | ------------------------------ | - | ------
|                               |  | Three Months Ended June 30, 2003 |        | Six Months Ended June 30, 2003
|Revenue                        |  | $                                | 20,728 |                                | $ | 40,004
|Net income                     |  | $                                | 1,134  |                                | $ | 1,776 
|Net income per share  basic   |  | $                                | 0.03   |                                | $ | 0.05  
|Net income per share  diluted |  | $                                | 0.03   |                                | $ | 0.05  



The pro forma results
include the estimated amortization of acquired intangibles, which consist of a customer list, control list and capitalized developed technology. We do not record amortization expense related to the goodwill. The pro forma results are not necessarily
indicative of what would have occurred if the acquisition had actually been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.



N2H2 acquisition reserve activity since December 31, 2003 pertains primarily
to payments for severance of approximately $545 and excess capacity fees of $391, and an adjustment of $55 for directors and officers insurance policy premium. Remaining acquisition accrual balance is $2,196 as of June 30, 2004.



7



---

SECURE COMPUTING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except
share and per share amounts)

(Unaudited)



|5. | Net Income Per Share
|-- | --------------------



In accordance with SFAS No. 128, Earnings Per Share, basic net income per share is computed using the weighted average number of common shares
outstanding during the period. Diluted net income per share is computed using the combination of dilutive common share equivalents and the weighted average number of common shares outstanding. Potential common shares related to our outstanding stock
options of approximately 2.6 million and 5.4 million in the three months ended June 30, 2004 and 2003, respectively and approximately 2.0 million and 5.7 million in the six months ending June 30, 2004 and 2003, respectively were excluded from the
computation of diluted earnings per share as inclusion of these shares would have been anti-dilutive.



The following table represents the calculation of basic and diluted net income per share applicable to common stockholders:



|                                                                                        |  |                            |        |                          |   |        |  |      |        |  |   |       
|--------------------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                                                                        |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                                                                                        |  | 2004                       |        | 2003                     |   | 2004   |  | 2003
|Net income applicable to common stockholders                                            |  | $                          | 2,518  |                          | $ | 1,009  |  | $    | 4,723  |  | $ | 1,580 
|                                                                                        |  |                            |        |                          |   |        |  |      |        |  |   |       
|Shares used in computing basic net income per share applicable to common stockholders   |  |                            | 35,587 |                          |   | 31,716 |  |      | 35,469 |  |   | 30,724
|Effect of outstanding dilutive stock options                                            |  |                            | 1,687  |                          |   | 1,040  |  |      | 2,293  |  |   | 808   
|                                                                                        |  |                            |        |                          |   |        |  |      |        |  |   |       
|Shares used in computing diluted net income per share applicable to common stockholders |  |                            | 37,274 |                          |   | 32,756 |  |      | 37,762 |  |   | 31,532
|Basic net income per share applicable to common stockholders                            |  | $                          | 0.07   |                          | $ | 0.03   |  | $    | 0.13   |  | $ | 0.05  
|                                                                                        |  |                            |        |                          |   |        |  |      |        |  |   |       
|Diluted net income per share applicable to common stockholders                          |  | $                          | 0.07   |                          | $ | 0.03   |  | $    | 0.13   |  | $ | 0.05  
|                                                                                        |  |                            |        |                          |   |        |  |      |        |  |   |       



|6. | Segment Information
|-- | -------------------



We view our operations and manage our business as one segment, enterprise security solutions. Major foreign markets for our products and services include
Europe, Japan, China, the Pacific Rim, and Latin America. In each market, we have independent channel partners who are responsible for marketing, selling and supporting our products and services to resellers and end-users within their defined
territories. International sales accounted for 31% and 33% of total revenue for the three months ended June 30, 2004, respectively and 33% and 34% of total revenue for the six months ended June 30, 2004 and 2003, respectively. The following table
summarizes information about our international and domestic sales and operations:



|              |  |                             |        |                           |   |        |  |      |        |  |   |       
|------------- |  | --------------------------- | ------ | ------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|              |  | Three Months Ended June 30, |        | Six Months Ended June 30,
|              |  | 2004                        |        | 2003                      |   | 2004   |  | 2003
|Revenues:     |  |                             |        |                           |   |        |  |      |        |  |   |       
|United States |  | $                           | 15,261 |                           | $ | 11,812 |  | $    | 29,051 |  | $ | 22,328
|International |  |                             | 6,857  |                           |   | 5,818  |  |      | 14,283 |  |   | 11,481
|              |  |                             |        |                           |   |        |  |      |        |  |   |       
|              |  | $                           | 22,118 |                           | $ | 17,630 |  | $    | 43,334 |  | $ | 33,809
|              |  |                             |        |                           |   |        |  |      |        |  |   |       



8



---

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



With the exception of historical facts, the statements contained in this discussion are forward-looking statements, which
are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements that relate to the realization of net deferred tax assets and the
sufficiency of financial resources to support future operations and capital expenditures. Such statements are based on current expectations and are subject to risks, uncertainties, and changes in condition, significance, value and effect, including
those discussed below under the heading Risk Factors within the section of this report entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and other documents we file from time
to time with the Securities and Exchange Commission, such as our last filed Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Such risks, uncertainties and changes in condition, significance, value and effect could cause our
actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on
information currently and reasonably known to us. We undertake no obligation to release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances, which occur after the date hereof or to
reflect the occurrence or effect of anticipated or unanticipated events.



EXECUTIVE OVERVIEW



Our products provide
complete solutions separately and they also work well together for a more comprehensive, unified, and centrally managed solution to meet the goals and needs of our customers. Our solutions are easy to use, administer, and manage across different
systems as they grow. Our products ability to scale as the infrastructure or number of users grows has always been, and continues to be, one of our hallmarks. Our architecture allows security functions to be easily embedded into other
platforms. Our solutions run on a variety of platforms and integrate well with other enterprise solutions, making our products a safe and economical choice for organizations worldwide. The three product lines that represent the majority of our
revenue are the Sidewinder® G2Security Appliance products, our SafeWord® products and our Web filtering products. However, we view our operations and manage our business as one segment, enterprise security solutions.



Our customers operate some of the largest and most sensitive
networks and applications in the world. Our partners and customers include the majority of the Dow Jones Global Titans 50 and numerous organizations in the Fortune 1000. Our most prominent vertical markets consist of banking, financial services,
healthcare, telecommunications, manufacturing, public utilities, schools and federal and local governments. We also have close relationships with the largest agencies in the United States government.



International sales accounted for 31% and 33% of total revenue for the three
and six months ended June 30, 2004, respectively. Major foreign markets for our products include Europe, Japan, China, the Pacific Rim and Latin America. In each country, we have independent channel partners that are responsible for marketing,
selling and supporting our products to resellers and end users.



Each of our individual products competes with a different group of competitors and products. In this highly competitive market, characterized by rapid technological change, our customers purchase decisions are based heavily upon the
quality of the security our products provide, the ease of installation and management, and the scalability and flexibility of our software.



Specific challenges and risks that our product lines face include, but are not limited to: responding to competitor pricing policies and competitive
features; rapid technological change in the network security market; and risk of bugs and other errors in our software.



Our significant year over year improvement in net income from continuing operations was driven by strong revenue growth, sustained strong gross margin
rates and our ability to control our operating expenses on an overall basis.



9



---

RESULTS OF OPERATIONS



Comparison of Three Months Ended June 30, 2004 and 2003.



Revenue. Our revenue increased 25% to $22.1 million for the second quarter of 2004 up from $17.6 million in the same period of 2003. Our revenue
growth was driven by an increase in our SafeWord hardware token sales, an increase in our firewall revenue driven by growth in Sidewinder G2Security Appliance sales and growth in our Web filtering subscription revenue mainly driven by our N2H2 acquisition.



Gross Profit. Gross profit as a percentage of revenue was 88% in the second quarter of 2004 compared to 89% in 2003. The decrease in gross margins
was primarily driven by increased sales volume of products containing a hardware component, primarily SafeWord token and Sidewinder G2Security Appliance sales, which have a lower gross profit margin than our software only products.



Operating Expenses. Operating expenses consist of selling and marketing, research and development, and general and administrative expenses. As a
percentage of revenue, total operating expenses were 77% for the quarter compared to 82% in the same period of 2003. Total operating expenses for the second quarter of 2004 were $17.0 million, which is a 17% increase over $14.5 million in the same
period of 2003. The increase resulted primarily from normal inflationary increase in payroll and related costs, an increase in payroll and facility costs as a result of our N2H2 acquisition and an increase in commission expense due to expanding
revenues.



Selling and Marketing.Selling and marketing
expenses consist primarily of salaries, commissions, and benefits related to personnel engaged in selling, marketing and customer support functions, along with costs related to advertising, promotions, public relations, travel and allocations of
information technology, facilities and human resources expenses. As a percentage of revenue, selling and marketing expenses were 51% for the quarter compared to 54% in the same period of 2003. Selling and marketing expenses for the second quarter of
2004 were $11.2 million, which is a 17% increase over $9.6 million in the same period of 2003. The increase resulted primarily from normal inflationary increases in payroll and related costs, an increase in payroll costs as a result of our N2H2
acquisition and an increase in commission expense due to expanding revenues.



Research and Development.Research and development expenses consist primarily of salaries and benefits for our product development personnel and allocations of information technology, facilities and human
resources expenses. As a percentage of revenue, research and development expenses were 19% for the quarter compared to 21% in the same period of 2003. Research and development expenses for the second quarter of 2004 were $4.1 million, which is a 10%
increase over $3.7 million in the same period of 2003. The increase resulted primarily from normal inflationary increases in payroll and related costs and an increase in payroll costs as a result of our N2H2 acquisition.



General and Administrative. General and administrative expenses
consist primarily of salaries, benefits, and related expenses for our executive, finance, and legal personnel along with allocated information technology, facilities and human resources expenses. As a percentage of revenue, general and
administrative expenses were 8% for the quarter compared to 7% in the same period of 2003. General and administrative expenses in the second quarter of 2004 were $1.7 million, which is a 36% increase over $1.2 million in the same period of 2003. The
increase resulted primarily from normal inflationary increases in payroll and related costs and increased professional fees.



Interest and Other Income.Net interest and other income was $79,000 in the second quarter of 2004, an increase from $46,000 in the same period of
2003. The increase reflects higher interest income earned from our higher average cash and short-term investment balances.



Income Taxes. We recognized tax benefits of $87,000 and $105,000 for the second quarters of 2004 and 2003, respectively. Tax expenses incurred for
various foreign income and domestic minimum income taxes in the second quarters of 2004 and 2003 were offset by the reversal of a like amount of the previously established valuation allowance against our deferred tax asset. The computations of our
deferred tax assets and valuation allowance are based on taxable income we expect to earn on sales of existing products, and projected interest and other income over the next three years. We believe it is more likely than not that our net deferred
tax assets, which total $3.4 million at June 30, 2004, will be realized. Realization of the $3.4 million of net deferred tax assets is dependent upon our ability to



10



---

generate sufficient future taxable income and the implementation of tax planning strategies. We believe it is more likely than not that the net deferred tax
assets will be realized based on historical earnings, expected levels of future taxable income in the U.S. and certain foreign jurisdictions, and the implementation of tax planning strategies.



Comparison of Six Months Ended June 30, 2004 and 2003.



Revenue.Our revenue increased 28% to $43.3 million for the first six
months of 2004 up from $33.8 million in the same period of 2003. Our revenue growth was driven by an increase in the direct Sidewinder G2Security Appliance sales, an increase in SafeWord hardware token sales and growth in our Web filtering subscription revenue mainly driven by our N2H2 acquisition.



Gross Profit.Gross profit as a percentage of revenue for the first
six months of 2004 was 88% compared to 90% in the same period of 2003. The decrease in gross margins was primarily driven by increased sales volume of products containing a hardware component, primarily SafeWord token and Sidewinder G2Security Appliance sales, which have a lower gross profit margin than our software only products.



Operating Expenses. Operating expenses consist of selling and
marketing, research and development, and general and administrative expenses. As a percentage of revenue, total operating expense was 78% for the first six months of 2004 compared to 84% in the same period of 2003. Total operating expenses in the
first six months of 2004 were $33.7 million, which is a 18% increase over $28.5 million in the same period of 2003. The increase resulted primarily from normal inflationary increase in payroll and related costs, an increase in payroll and facility
costs as a result of our N2H2 acquisition and an increase in commission expense due to expanding revenues.



Selling and Marketing.Selling and marketing expenses consist primarily of salaries, commissions, and benefits related to personnel engaged in
selling, marketing and customer support functions, along with costs related to advertising, promotions, public relations, travel and allocations of information technology, facilities and human resources expenses. As a percentage of revenue, selling
and marketing expenses were 51% for the first six months of 2004 compared to 54% in the same period of 2003. Selling and marketing expenses in the first of six months of 2004 were $22.2 million, which is a 21% increase over $18.4 million in the same
period of 2003. The increase resulted primarily from normal inflationary increases in payroll and related costs, an increase in payroll costs as a result of our N2H2 acquisition and an increase in commission expense due to expanding revenues.



Research and Development. Research and development
expenses consist primarily of salaries and benefits for our product development personnel and allocations of information technology, facilities and human resources expenses. As a percentage of revenue, research and development expenses were 19% for
the first six months of 2004 compared to 22% in the same period of 2003. Research and development expenses in the first six months of 2004 were $8.2 million, which is an 8% increase over $7.6 million in the same period of 2003. The increase resulted
primarily from normal inflationary increases in payroll and related costs and an increase in payroll costs as a result of our N2H2 acquisition along with an increase in common criteria certification costs.



General and Administrative. General and administrative expenses
consists primarily of salaries, benefits, and related expenses for our executive, finance, and legal personnel along with allocated information technology, facilities and human resources expenses. As a percentage of revenue, general and
administrative expenses were 7% for the first six months of both 2004 and 2003. General and administrative expenses in the first six months of 2004 were $3.2 million, which is a 30% increase over $2.5 million in the same period of 2003. The increase
resulted primarily from normal inflationary increases in payroll and related costs and increased professional fees.



Interest and Other Income.Net interest and other income was $206,000 in the first six months of 2004, an increase from $99,000 in the same period
of 2003. The increase reflects higher interest income earned from our higher average cash and short-term investment balances and an increase other income related to a state capital use tax refund.



Income Taxes. We recognized tax benefits of $151,000 and $256,000 for
the first six months of 2004 and 2003, respectively. Tax expenses incurred for various foreign income and domestic minimum income taxes in the first six months of 2004 and 2003 were offset by the reversal of a like amount of the previously
established valuation allowance against our deferred tax asset. The computations of our deferred tax assets and valuation allowance are based on taxable income we expect to earn on sales of existing products, and projected interest and other income



11



---

over the next three years. We believe it is more likely than not that our net deferred tax assets, which total $3.4 million at June 30, 2004, will be
realized. Realization of the $3.4 million of net deferred tax assets is dependent upon our ability to generate sufficient future taxable income and the implementation of tax planning strategies. We believe it is more likely than not that the net
deferred tax assets will be realized based on historical earnings, expected levels of future taxable income in the U.S. and certain foreign jurisdictions, and the implementation of tax planning strategies.



LIQUIDITY AND CAPITAL RESOURCES



Our cash, cash equivalents and short term investments increased by $9.6
million from $33.7 million at December 31, 2003 to $43.3 million at June 30, 2004. This increase is due to cash provided by operating activities, the exercise of stock options and sales of common stock through our employee stock purchase plan.



Net cash provided by operating activities for the six months
ended June 30, 2004 of $4.3 million resulting from net income, a decrease in accounts receivable, offset by decreases in accrued liabilities and reserves. Net cash provided by operations was driven by a sustained strong gross margin rate and our
ability to control our operating expenses. Accounts receivable decreased from $17.1 million at December 31, 2003 to $16.1 million at June 30, 2004. Days sales outstanding decreased to 66 days at June 30, 2004 compared to 67 days at December 31,
2003. Accrued liabilities and reserves decreased from $4.6 million at December 31, 2003 to $3.4 million at June 30, 2004 primarily due to payment of N2H2 acquisition related items.



Net cash used for capital additions of $1.2 million during the six months ended June 30, 2004, was for computer equipment
and technology upgrades. We expect to use approximately another $1.2 million during the remainder of 2004 mainly for computer equipment, technology upgrades and leasehold improvements.



Net cash provided by financing activities of $6.3 million for the six months ended June 30, 2004 consisted primarily of
proceeds received from the exercise of stock options and sales of common stock through our employee stock purchase plan.



As of June 30, 2004, we had working capital of $41.2 million. We anticipate using available capital to fund growth in operations, invest in capital
equipment, acquire businesses, and to license technology or products related to our line of business.



We believe that we have sufficient financial resources available to fund our current working capital and capital expenditure requirements for at least the
next twelve months. We intend to continue to invest our cash in excess of current operating requirements in interest bearing, short term investments.



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:



| | We believe it is more likely than not that our net deferred tax assets, which total $3.4 million at June 30, 2004, will be realized. This expectation depends upon our ability
to generate sufficient future taxable income and the implementation of tax planning strategies. The amount of deferred tax assets considered realizable could be reduced in the near term if estimates of future taxable income are reduced.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | We believe that we have sufficient financial resources available to fund our current working capital and capital expenditure requirements for at least the next twelve months.
Several factors may affect the availability of sufficient cash resources to fund our product development and marketing and sales plans for the next twelve months, including:
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our ability to generate revenue as currently expected;
| | - | ------------------------------------------------------



| |  | unexpected expenses, such as increases in personnel and operating expenses;
| | - | ---------------------------------------------------------------------------



| |  | the need for additional funds to react to changes in the marketplace;
| | - | ---------------------------------------------------------------------



| |  | and currently unplanned acquisitions.
| | - | -------------------------------------



12



---

|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



We develop products in the United States and sell them worldwide. As a result, our financial results could be affected by factors such as changes in
foreign currency exchange rates or weak economic conditions in foreign markets. Since our sales are currently priced in U.S. dollars, a strengthening of the dollar could make our products less competitive in foreign markets and our accounts
receivable more difficult to collect.



We invest our cash in a
variety of financial instruments, including bank time deposits and commercial paper. Investments in fixed rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely
impacted due to a rise in interest rates. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities which have seen a
decline in market value due to changes in interest rates. Our investment securities are held as available-for-sale.



|Item 4. | Controls and Procedures
|------- | -----------------------



Our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period
covered by this report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934. There has been no
change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



13



---

PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



None



|Item 2. | Changes in Securities
|------- | ---------------------



None



|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 our Annual Meeting of Stockholders held on May 5, 2004:



|a) | The following directors were elected:
|-- | -------------------------------------



|                     |  |                               |  |          
|-------------------- |  | ----------------------------- |  | ---------
|                     |  | Number of Common Shares Voted
|Directors            |  | For                           |  | Withheld 
|Stephen M. Puricelli |  | 31,943,691                    |  | 2,442,893
|Timothy McGurran     |  | 32,518,417                    |  | 1,868,167



These directors were
elected to a three year term commencing upon their election. Directors, John E. McNulty, Robert J. Frankenberg, James F. Jordan, Eric P. Rundquist, and Alexander Zakupowsky, Jr. continue in office until expiration of their respective roles.



|b) | Amendment to the Restated Certificate of Incorporation:
|-- | -------------------------------------------------------



|                                                                                 |  |                               |  |           |  |        
|-------------------------------------------------------------------------------- |  | ----------------------------- |  | --------- |  | -------
|                                                                                 |  | Number of Common Shares Voted
|Restated Certificate of Incorporation                                            |  | For                           |  | Against   |  | Abstain
|Increase authorized shares available for issuance from 50,000,000 to 100,000,000 |  | 30,711,323                    |  | 3,605,115 |  | 70,146 



|c) | Amendment to the 2002 Stock Plan:
|-- | ---------------------------------



|                                 |  |                               |  |           |  |        
|-------------------------------- |  | ----------------------------- |  | --------- |  | -------
|                                 |  | Number of Common Shares Voted
|2002 Stock Plan                  |  | For                           |  | Against   |  | Abstain
|Amendment to the 2002 Stock Plan |  | 19,329,516                    |  | 5,553,865 |  | 125,677



|d) | Amendment to the Employee Stock Purchase Plan:
|-- | ----------------------------------------------



|                                              |  |                               |  |           |  |        
|--------------------------------------------- |  | ----------------------------- |  | --------- |  | -------
|                                              |  | Number of Common Shares Voted
|Employee Stock Purchase Plan                  |  | For                           |  | Against   |  | Abstain
|Amendment to the Employee Stock Purchase Plan |  | 22,989,560                    |  | 1,961,341 |  | 58,157 



|e) | The stockholders also approved the following proposal:
|-- | ------------------------------------------------------



|                                                          |  |                               |  |         |  |        
|--------------------------------------------------------- |  | ----------------------------- |  | ------- |  | -------
|                                                          |  | Number of Common Shares Voted
|Independent Auditors                                      |  | For                           |  | Against |  | Abstain
|Ratification of Ernst & Young LLP As Independent Auditors |  | 33,957,866                    |  | 393,897 |  | 34,821 



14



---

|Item 5. | Other Information
|------- | -----------------



None



|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------



|(a) | Exhibits
|--- | --------



|        |  |                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                              
|        | 
|3.1     |  | Amended Restated Certificate of Incorporation                                                                            
|        | 
|31.1    |  | Certification by Chairman and Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.             
|        | 
|31.2    |  | Certification by President and Chief Operating Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.            
|        | 
|31.3    |  | Certification by Senior Vice President and Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|        | 
|32.1    |  | Certification by Chairman and Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.             
|        | 
|32.2    |  | Certification by President and Chief Operating Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.            
|        | 
|32.3    |  | Certification by Senior Vice President and Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.



|(b) | Reports on Form 8-K:
|--- | --------------------



A Form 8-K was not filed during the quarter ended June 30, 2004.



15



---

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: August 9, 2004 |  |  |  | By:                          |  | /s/    TIMOTHY J.
STEINKOPF
|                     |  |  |  |                              |  |                             |  | Timothy J. Steinkopf                                                                                       
|                     |  |  |  |                              |  |                             |  | Senior Vice President and Chief Financial Officer (Duly authorized officer and Principal Financial Officer)



16