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<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 2 FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED MAY 6, 1998 REGISTRATION NO. 333-51897
$885,500,000
NETWORKS ASSOCIATES, INC.
ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES DUE 2018
This Prospectus Supplement relates to the resale by the holders (the
"Selling Securityholders") of Zero Coupon Convertible Subordinated Debentures
due 2018 (the "Debentures") of Networks Associates, Inc. (the "Company") and the
shares of Common Stock, par value of $.001 per share (the "Common Stock"), of
the Company issuable upon the conversion thereof (the "Conversion Shares").
This Prospectus Supplement should be read in conjunction with the
Prospectus dated May 6, 1998, which is to be delivered with this Prospectus
Supplement. All capitalized terms used herein but not defined in the Prospectus
Supplement shall have the meanings given them in the Prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the Debentures of the Selling Securityholders therein
listed. All information concerning beneficial ownership has been furnished by
the Selling Securityholders.
<TABLE>
<CAPTION>
Principal Amount Percentage of Number of Percentage of
of Notes Notes Conversion Shares Common Stock
Name That May Be Sold Outstanding That May Be Sold (1) Outstanding (2)
- ---- ---------------- ----------- -------------------- ---------------
<S> <C> <C> <C> <C>
Associated Electric & Gas $ 2,000,000 * 11,384 *
Insurance Services Limited
BS Debt Income Fund - $ 20,000 * 113 *
Class A
BT Alex. Brown $ 8,500,000 * 48,382 *
Incorporated
Calamos Convertible Fund $ 2,400,000 * 13,660 *
Champion International $ 2,100,000 * 11,953 *
Corporation Master
Retirement Trust
Delta Airlines Master Trust $ 3,500,000 * 19,922 *
The Dow Chemical $ 3,600,000 * 20,491 *
Company Employees'
Retirement Plan
The Fondren Foundation $ 140,000 * 796 *
JP Morgan Securities Inc. $ 8,120,000 * 46,219 *
Kettering Medical Center $ 165,000 * 939 *
Funded Depreciation
Account
Merrill Lynch Pierce $ 18,000,000 2.0% 102,456 *
Fenner & Smith Inc.
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Principal Amount Percentage of Number of Percentage of
of Notes Notes Conversion Shares Common Stock
Name That May Be Sold Outstanding That May Be Sold (1) Outstanding (2)
- ---- ---------------- ----------- -------------------- ---------------
<S> <C> <C> <C> <C>
Morgan Stanley Dean $ 28,835,000 3.2% 164,128 *
Witter
Port Authority of Allegheny $ 2,500,000 * 14,230 *
County Retirement and
Disability Allowance Plan
for the Employees
Represented by Local 85 of
the Amalgamated Transit
Union
RJR Nabisco, Inc. Defined $ 1,500,000 * 8,538 *
Benefit Master Trust
Societe Generale Securities $ 1,000,000 * 5,692 *
Corp.
SPT $700,00 * 3,984 *
Unifi, Inc. Profit Sharing $ 335,000 * 1,906 *
Plan and Trust
United Food and $ 900,000 * 5,122 *
Commercial Workers Local
1262 and Employees
Pension Fund
Univar Corporation $ 660,000 * 3,756 *
</TABLE>
- -------------
* Less than 1%
(1) Assumes conversion of the full amount of Debentures held by such holder
at the initial conversion rate of 5.692 shares of Common Stock per $1000
principal amount of Debentures; such conversion rate is subject to
adjustment as described under "Description of Debentures -- Conversion
of Debentures." Accordingly, the number of shares of Common Stock
issuable upon conversion of the Notes may increase or decrease from time
to time. Under the terms of the Indenture, fractional shares will not be
issued upon conversion of the Notes; cash will be paid in lieu of
fractional shares, if any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the
Exchange Act and based upon 71,718,576 shares of Common Stock
outstanding as of March 31, 1998, treating as outstanding the number of
Conversion Shares shown as being issuable upon the assumed conversion by
the named holder of the full amount of such holder's Debentures but not
assuming the conversion of the Debentures of any other holder.
------------------
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK
FACTORS" BEGINNING ON PAGE 7 OF THE PROSPECTUS.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus Supplement is June 9, 1998.
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