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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED 31 DECEMBER 1997

                                       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 0-20558

                           NETWORKS ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                    77-0316593
      (State of incorporation)              (IRS Employer Identification Number)
                               

                              3965 FREEDOM CIRCLE
                         SANTA CLARA, CALIFORNIA 95054
                                 (408) 988-3832
             (Address, including zip code, and telephone number, including
               area code, of Registrant's principal executive offices)

                                 ---------------

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, 
$.01 par value

   Indicate by check mark  whether  registrant  (1) has filed all reports  
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES  X  NO 
                          ---    ---

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]


   The aggregate market value of the voting stock held by non-affiliates of the
issuer as of December 31, 1997 was approximately $3.6 billion. The number of
shares outstanding of the issuer's common stock as of December 31, 1997 was
69,920,883.


   Documents incorporated by reference: Items 10, 11, 12, and 13 of Part III are
incorporated by reference from the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held May 29, 1998.

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                                EXPLANATORY NOTE

   This amendment amends the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 17, 1998 by the Registrant. The
cover page, Items 10, 11, 12 and 13 and Exhibit number 27.1 have been amended.

                                    PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT.


   The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held May 29, 1998.


ITEM 11. EXECUTIVE COMPENSATION.

   The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held May 29, 1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held May 29, 1998.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   The information required hereunder is incorporated by reference from the
Company's Proxy Statement to be filed in connection with Company's Annual
Meeting of Stockholders to be held May 29, 1998.


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                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Clara, State of California, on the 2nd day of June, 1998.

                                                NETWORKS ASSOCIATES, INC.


                                                /s/WILLIAM L. LARSON
                                                --------------------------------
                                                   William L. Larson
  
                                                   Chief Executive Officer and
                                                   Chairman of the Board

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated on the 2nd day of June, 1998.
 .
<TABLE>
<CAPTION>
            SIGNATURE                               TITLE
     -------------------------          ------------------------------


<S>                                     <C>
      /s/WILLIAM L. LARSON              Chief Executive Officer and
     -------------------------          Chairman of the Board  (Principal
        (William L. Larson)             Executive Officer)
                                      

                *                       Vice President of Finance and
     -------------------------          Administration, Chief Financial
        (Prabhat K. Goyal)              Officer, Treasurer and Secretary
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)
                                        

                *                       Director
     -------------------------          
        (Leslie G. Denend)


                *                       Director
     -------------------------          
        (Virginia Gemmell)


                *                       Director
     -------------------------          
        (Edwin L. Harper)


                *                       Director
     -------------------------          
        (Harry J. Saal)        


 *By:   /s/WILLIAM L. LARSON 
     ------------------------- 
         (William L. Larson)   
        as Attorney-in Fact                              


</TABLE>


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                                 EXHIBIT INDEX



Exhibit                        Description
-------           -------------------------------------------------------

 27.1             Financial Data Schedule
 27.2             Financial Data Schedule
 27.3             Financial Data Schedule