SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

WEBSENSE, INC.

(Name of Issuer)

Common Shares, $0.01 Par Value

(Title of Class of Securities)

947684106

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

SCHEDULE 13D

CUSIP No. 947684106

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS OF ABOVE PERSONS (ENTITIES ONLY).             Shamrock Activist Value Fund, L.P. – 35-2239069
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)             WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER                 0
	8    SHARED VOTING POWER                 1,883,842 Common Shares*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 1,883,842 Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             1,883,842 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             4.17%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)             PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 947684106

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS OF ABOVE PERSONS (ENTITIES ONLY).             Shamrock Activist Value Fund II, L.P. – 55-0908199
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)             WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Virginia

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER                 0
	8    SHARED VOTING POWER                 362,814 Common Shares*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 362,814 Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             362,814 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.80%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)             PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 947684106

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).             Shamrock Activist Value Fund III, L.P. – 11-3768779
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)             WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER                 0
	8    SHARED VOTING POWER                 24,809 Common Shares*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 24,809 Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             24,809 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0.06%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)             PN

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 947684106

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).             Shamrock Activist Value Fund GP, L.L.C. –37-1497874
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)             Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER                 0
	8    SHARED VOTING POWER                 2,271,465 Common Shares*
	9    SOLE DISPOSITIVE POWER                 0
	10    SHARED DISPOSITIVE POWER                 2,271,465 Common Shares*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             2,271,465 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             5.03%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)             OO

* See Item 5 hereof

SCHEDULE 13D

CUSIP No. 947684106

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).             Shamrock Partners Activist Value Fund, L.L.C. – 87-0733755
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)             Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)             Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7    SOLE VOTING POWER                 2,271,465 Common Shares*
	8    SHARED VOTING POWER                 0
	9    SOLE DISPOSITIVE POWER                 2,271,465 Common Shares*
	10    SHARED DISPOSITIVE POWER                 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             2,271,465 Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             5.03%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)             OO

* See Item 5 hereof

INTRODUCTION

The securities to which this statement relates are Common Shares, $0.01 par value per share (“Common Shares”), of Websense, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 10240 Sorrento Valley Road, San Diego, California 92121.

ITEM 2. Identity and Background.

(a)-(c), (f). The Reporting Persons are: (i) Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), (ii) Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), (iii) Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III”), (iv) Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company and the general partner of SAVF, SAVF II and SAVF III (the “General Partner”) and (v) Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company and the managing member of the General Partner (“Shamrock Partners”). The principal business of SAVF, SAVF II and SAVF III (SAVF, SAVF II and SAVF III collectively, are referred to herein as “Shamrock Activist Value Fund”) is investing in the securities of publicly traded small and micro-cap companies in the United States. The principal business of the General Partner is acting as general partner of Shamrock Activist Value Fund, and the principal business of Shamrock Partners is acting as the managing member of the General Partner.

The managing members of Shamrock Partners are Shamrock Holdings of California, Inc., a California corporation (“SHOC”), and Stanley P. Gold, an individual who is President of SHOC. All of the capital stock of SHOC is owned by Shamrock Holdings, Inc., a Delaware corporation (“SHI”). SHOC and SHI, together with their subsidiary entities, are holding companies engaged in the making, holding and disposing of investments in various industries, principally in the United States and Israel.

Roy E. Disney and his wife, Patricia A. Disney, own approximately 4.5% of the common stock of SHI. Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney own an aggregate of approximately 45.4% of the common stock of SHI. In addition, Stanley P. Gold is the sole trustee of four trusts established for the benefit of Roy Patrick Disney, Susan Disney Lord, Abigail Edna Disney and Timothy J. Disney, which hold an aggregate of approximately 50% of SHI common stock.

The principal executive offices of Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are located at 4444 Lakeside Drive, Burbank, California 91505.

The business address of each of the persons listed below is 4444 Lakeside Drive, Burbank, California 91505. The names and principal occupations or employments of the directors, executive officers and controlling persons of Shamrock Activist Value Fund, the General Partner, Shamrock Partners, SHOC and SHI are as follows:

Name	Principal Occupation Or Employment
Roy E. Disney	Chairman of the Board of Directors of SHI and SHOC. Chairman of the Board of Directors of Shamrock Capital Advisors, Inc., a Delaware corporation (“SCA”) (a closely-held corporation which provides management and consulting services, principally to SHOC and investment partnerships organized by SHOC, including businesses in which such partnerships invest). The principal executive office of SCA is 4444 Lakeside Drive, Burbank, CA 91505.
Patricia A. Disney	Vice Chairman of the Board of Directors of SHI, SHOC and SCA.
Roy Patrick Disney	Director of SHI; investor.
Susan Disney Lord	Director of SHI; investor.
Abigail E. Disney	Vice Chairman of the Board of Directors of SHI; investor.
Timothy J. Disney	Director of SHI; investor.
Stanley P. Gold	Director and President of SHI and SHOC. Director, President and Managing Director of SCA. Managing Member and President of Shamrock Partners.
Michael J. McConnell	Managing Director of SCA; Vice President of SHOC and Shamrock Partners.
Eugene I. Krieger	Vice Chairman of the Board of Directors and Chief Operating Officer of SHI. Vice Chairman of the Board of Directors of SCA. Vice President of SHOC.
Robert G. Moskowitz	Executive Vice President of SHI and SHOC; Managing Director of SCA.
Gregory S. Martin	Chief Financial Officer and Treasurer of SHOC, SHI, SCA and Shamrock Partners.

All of the persons listed above are citizens and residents of the United States.

(d)-(e) During the last five years, none of the Reporting Persons or, to the Reporting Persons’ best knowledge, any of their directors, executive officers or controlling persons, as the

case may be, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 1,883,842 Common Shares reported herein was $38,428,206 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 362,814 Common Shares reported herein was $7,399,432 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 24,809 Common Shares reported herein was $514,576 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

ITEM 4. Purpose of Transaction.

Shamrock Activist Value Fund acquired the 2,271,465 Common Shares owned by it based on the Reporting Persons’ belief that the Common Shares represent an attractive investment opportunity.

The Reporting Persons may determine from time to time in the future, based on market and general economic conditions, the business affairs and financial conditions of the Company, the availability of securities at favorable prices and alternative investment opportunities available to the Reporting Persons, and other factors that the Reporting Persons may deem relevant, to acquire additional securities of the Company in the open market, in privately negotiated transactions or otherwise, or to sell some or all of the securities it now holds or hereafter acquires as set forth above or otherwise.

Except as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of this Item 4 to the form Schedule 13D promulgated under the Act.

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others.

SAVF is the owner of 1,883,842 Common Shares, which represents approximately 4.17% of the issued and outstanding Common Shares. SAVF II is the owner of 362,814 Common Shares, which represents approximately 0.80% of the issued and outstanding Common Shares. SAVF III is the owner of 24,809 Common Shares, which represents approximately 0.06% of the issued and outstanding Common Shares.

As the general partner of Shamrock Activist Value Fund, the General Partner may be deemed to beneficially own the 2,271,465 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 5.03% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 2,271,465 Common Shares owned by Shamrock Activist Value Fund, constituting approximately 5.03% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 2,271,465 Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 2,271,465 Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 of the Act. Those controlling persons are identified in response to Item 2.

The percentage of ownership figures set forth in this response to Items 5(a) and 5(b) assumes that 45,146,816 Common Shares were outstanding as of October 12, 2007, based on the information contained in the Company’s Form 10-Q filed with the U.S. Securities and Exchange Commission on August 8, 2007.

(c) During the last 60 days, SAVF, SAVF II and SAVF III acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 1 and incorporated herein by reference. All such transactions were effected in the open market on the Nasdaq National Market.

Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in response to Item 2, beneficially owns any Common Shares or has effected any transactions in Common Shares during the preceding 60 days.

(d) Not applicable.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons have no knowledge of any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person with respect to any securities of the Company.

ITEM 7. Material to be Filed as Exhibits.

Exhibit		Document
Exhibit 1	—	Schedule of Transactions
Exhibit 2	—	Joint Filing Agreement, dated October 19, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: October 19, 2007

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C.,
	its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C.,
	its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C.,
	its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President

Exhibit Index

Exhibit		Document
Exhibit 1	—	Schedule of Transactions
Exhibit 2	—	Joint Filing Agreement, dated October 19, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-1

Exhibit 1

Schedule of Transactions

Shamrock Activist Value Fund, L.P.

Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
08/21/07	8,379	$	19.9374	$	167,055
08/22/07	8,379	$	20.2569	$	169,732
08/23/07	8,379	$	20.6581	$	173,094
08/24/07	8,379	$	20.7791	$	174,108
08/27/07	12,567	$	20.5348	$	258,061
08/28/07	29,324	$	20.3271	$	596,072
08/29/07	29,324	$	20.3471	$	596,658
08/30/07	29,324	$	20.2977	$	595,210
08/31/07	29,324	$	20.5128	$	601,518
09/04/07	29,324	$	20.5738	$	603,306
09/05/07	29,324	$	20.3166	$	595,764
09/06/07	29,324	$	20.1742	$	591,588
09/07/07	29,324	$	19.8438	$	581,900
09/10/07	29,324	$	19.6235	$	575,440
09/11/07	29,324	$	19.8209	$	581,228
09/12/07	29,324	$	19.6911	$	577,422
09/13/07	29,324	$	19.4381	$	570,003
09/14/07	29,324	$	19.3362	$	567,015
09/17/07	29,324	$	19.3146	$	566,381
09/18/07	29,324	$	19.3834	$	568,399
09/19/07	29,324	$	19.7686	$	579,694
09/20/07	29,324	$	19.6839	$	577,211
09/21/07	29,324	$	19.7246	$	578,404
09/24/07	29,324	$	19.6927	$	577,469
09/25/07	29,324	$	19.6953	$	577,545
09/26/07	29,324	$	19.8540	$	582,199
09/27/07	14,662	$	19.8181	$	290,573
09/28/07	43,988	$	19.8396	$	872,704
10/01/07	29,324	$	20.1072	$	589,624
10/02/07	29,324	$	20.2157	$	592,805
10/03/07	29,324	$	20.5361	$	602,201
10/04/07	29,324	$	21.0359	$	616,857
10/05/07	29,324	$	21.3212	$	625,223

Shamrock Activist Value Fund, L.P.

Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
10/08/07	29,324	$	21.4763	$	629,771
10/09/07	29,324	$	21.6179	$	633,923
10/10/07	29,324	$	21.5720	$	632,577
10/11/07	100,543	$	20.0510	$	2,015,988
10/12/07	41,977	$	20.2965	$	851,986
Total	1,097,649			$	22,136,708
Shamrock Activist Value Fund II, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
08/21/07	1,616	$	19.9374	$	32,219
08/22/07	1,616	$	20.2569	$	32,735
08/23/07	1,616	$	20.6581	$	33,383
08/24/07	1,616	$	20.7791	$	33,579
08/27/07	2,425	$	20.5348	$	49,797
08/28/07	5,658	$	20.3271	$	115,011
08/29/07	5,658	$	20.3471	$	115,124
08/30/07	5,658	$	20.2977	$	114,844
08/31/07	5,658	$	20.5128	$	116,061
09/04/07	5,658	$	20.5738	$	116,407
09/05/07	5,658	$	20.3166	$	114,951
09/06/07	5,658	$	20.1742	$	114,146
09/07/07	5,658	$	19.8438	$	112,276
09/10/07	5,658	$	19.6235	$	111,030
09/11/07	5,658	$	19.8209	$	112,147
09/12/07	5,658	$	19.6911	$	111,412
09/13/07	5,658	$	19.4381	$	109,981
09/14/07	5,658	$	19.3362	$	109,404
09/17/07	5,658	$	19.3146	$	109,282
09/18/07	5,658	$	19.3834	$	109,671
09/19/07	5,658	$	19.7686	$	111,851
09/20/07	5,658	$	19.6839	$	111,372
09/21/07	5,658	$	19.7246	$	111,602
09/24/07	5,658	$	19.6927	$	111,421
09/25/07	5,658	$	19.6953	$	111,436

Shamrock Activist Value Fund II, L.P.

Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
09/26/07	5,658	$	19.8540	$	112,334
09/27/07	2,829	$	19.8181	$	56,065
09/28/07	8,486	$	19.8396	$	168,359
10/01/07	5,658	$	20.1072	$	113,767
10/02/07	5,658	$	20.2157	$	114,380
10/03/07	5,658	$	20.5361	$	116,193
10/04/07	5,658	$	21.0359	$	119,021
10/05/07	5,658	$	21.3212	$	120,635
10/08/07	5,658	$	21.4763	$	121,513
10/09/07	5,658	$	21.6179	$	122,314
10/10/07	5,658	$	21.5720	$	122,054
10/11/07	19,397	$	20.0510	$	388,929
10/12/07	8,098	$	20.2965	$	164,361
Total	211,781			$	4,271,067
Shamrock Activist Value Fund III, L.P.
Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
08/21/07	5	$	19.9374	$	100
08/22/07	5	$	20.2569	$	101
08/23/07	5	$	20.6581	$	103
08/24/07	5	$	20.7791	$	104
08/27/07	8	$	20.5348	$	164
08/28/07	18	$	20.3271	$	366
08/29/07	18	$	20.3471	$	366
08/30/07	18	$	20.2977	$	365
08/31/07	18	$	20.5128	$	369
09/04/07	18	$	20.5738	$	370
09/05/07	18	$	20.3166	$	366
09/06/07	18	$	20.1742	$	363
09/07/07	18	$	19.8438	$	357
09/10/07	18	$	19.6235	$	353
09/11/07	18	$	19.8209	$	357
09/12/07	18	$	19.6911	$	354

Shamrock Activist Value Fund III, L.P.

Date	Number of Common Shares	Price Per Common Shares in $US*		Total Purchase Price
09/13/07	18	$	19.4381	$	350
09/14/07	18	$	19.3362	$	348
09/17/07	18	$	19.3146	$	348
09/18/07	18	$	19.3834	$	349
09/19/07	18	$	19.7686	$	356
09/20/07	18	$	19.6839	$	354
09/21/07	18	$	19.7246	$	355
09/24/07	18	$	19.6927	$	354
09/25/07	18	$	19.6953	$	355
09/26/07	18	$	19.8540	$	357
09/27/07	9	$	19.8181	$	178
09/28/07	26	$	19.8396	$	516
10/01/07	18	$	20.1072	$	362
10/02/07	18	$	20.2157	$	364
10/03/07	18	$	20.5361	$	370
10/04/07	18	$	21.0359	$	379
10/05/07	18	$	21.3212	$	384
10/08/07	18	$	21.4763	$	387
10/09/07	18	$	21.6179	$	389
10/10/07	18	$	21.5720	$	388
10/11/07	60	$	20.0510	$	1,203
10/12/07	25	$	20.2965	$	507
Total	670			$	13,511

* Excludes Brokerage Commissions

EX-2

Exhibit 2

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Websense, Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: October 19, 2007

SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND III, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President
SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
Name:	Michael J. McConnell
Title:	Vice President