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

                                  SCHEDULE 13G
                                (RULE 13d - 102)

  Information to be included in statements filed pursuant to 13d-1(b), (c) and
             (d) and amendments thereto filed pursuant to 13d-2(b)

                               (Amendment No. 2)*

Secure Computing Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)

813705100
(CUSIP Number)

Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, New York, New York 10176 Tel: (212) 986-6000 Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)

January 1, 2002
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]      Rule 13d-1(b)
[x]      Rule 13d-1(c)
[ ]      Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).






1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Elliott Associates, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  0

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  0%

12.      TYPE OF REPORTING PERSON*

                  PN

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!








1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Elliott International, L.P.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  0

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  0%

12.      TYPE OF REPORTING PERSON*

                  PN

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!








1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Elliott International Capital Advisors Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER

                  0

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  0

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  0

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
         EXCLUDES CERTAIN SHARES*   [ ]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                  0%

12.      TYPE OF REPORTING PERSON*

                  CO

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!








         This statement is filed pursuant to Rule 13d-2(b) with respect to the
shares of common stock (the "Common Stock") of Secure Computing Corporation (the
"Issuer") beneficially owned by the Reporting Persons specified herein as of
February 5, 2002 and amends and supplements the Schedule 13G dated February 7,
1999, as subsequently amended on February 14, 2001 (as amended, the "Schedule
13G"). Except as set forth herein, the Schedule 13G is unmodified.

Item 4.   Ownership.

          Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     (a) Amount beneficially owned:

     As of October 1, 2001 through the date hereof,  each of Elliott Associates,
L.P.  ("Elliott"),  Elliott  International,  L.P. ("Elliott  International") and
Elliott  International  Capital Advisors Inc.  ("EICA")  beneficially  owned -0-
shares of Common Stock.

     (b) Percent of class:

     Elliott,  Elliott  International  and EICA's  beneficially  own 0.0% of the
Issuer's outstanding shares of Common Stock.

     (c) Number of shares as to which such person has:

     (i) Sole power to vote or to direct the vote

     Elliott  has sole  power to vote or direct the vote of -0- shares of Common
Stock.







     (ii) Shared power to vote or to direct the vote

     Elliott International and EICA together have shared power to vote or direct
the vote of -0- shares of Common Stock.

     (iii) Sole power to dispose or to direct the disposition of

     Elliott has sole power to dispose or direct the  disposition  of -0- shares
of Common Stock.

     (iv) Shared power to dispose or to direct the disposition of

     Elliott  International  and EICA  together  have shared power to dispose or
direct the disposition of -0- shares of Common Stock.

Item 5.   Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the  Reporting  Persons have ceased to be the  beneficial  owners of more
than five percent of the class of securities, check the following [x].

Item 10.  Certification.

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.







                                   SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief,  each
of the undersigned  certifies that the information  with respect to it set forth
in this statement is true, complete, and correct.

Dated: February 11, 2002

                 ELLIOTT ASSOCIATES, L.P.
                 By: Elliott Capital Advisors, L.P., as general partner

                         By:  Braxton   Associates,   Inc.,  as  general partner


                                  By: /s/ Elliot Greenberg
                                           Elliot Greenberg
                                           Vice President

                 ELLIOTT INTERNATIONAL, L.P.
                 By:  Elliott  International  Capital  Advisors Inc., as
             Attorney-In-Fact


                         By: /s/ Elliot Greenberg
                                  Elliot Greenberg
                                  Vice President

                 ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.


         By: /s/ Elliot Greenberg
                         Elliot Greenberg
                         Vice President