SC 13D/A

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   2  )

McAfee.com Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

579062 10 0

(CUSIP Number)

George Samenuk
Networks Associates, Inc.
3965 Freedom Circle
Santa Clara, CA 95054
(408) 988-3832

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

July 1, 2002

(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.

CUSIP No.  579062 10 0

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Networks Associates, Inc. (I.R.S. employer identification number 77-0316593)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)         (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)
6	Citizenship or Place of Organization   Delaware
Number of		7	Sole Voting Power  36,000,000* shares
Shares
Beneficially		8	Shared Voting Power  0
Owned by
Each		9	Sole Dispositive Power  36,000,000 shares
Reporting
Person With		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person  36,000,000 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)  75.0%
14.	Type of Reporting Person (See Instructions)
	CO

         * Generally, each holder of the Issuer’s Class A Common Stock is entitled to one vote per share and each holder of the Issuer’s Class B Common Stock is entitled to three votes per share.

-2-

Item 1. Security and Issuer

         This Schedule 13D/A relates to the Class A Common Stock of McAfee.com Corporation (“McAfee.com”). The principal business address of the Issuer is 535 Oakmead Parkway, Sunnyvale, California 94085.

Item 2. Identity and Background

         This Statement is being filed by Networks Associates, Inc. (“NAI”). NAI is a corporation organized under the laws of the State of Delaware and is principally engaged in the business of the development, marketing and sale of software products. The principal business address is 3965 Freedom Circle, Santa Clara, California 95054.

         Reference is made to the announcement on July 1, 2002, by NAI that it intends to commence an exchange offer to acquire each of the outstanding shares of McAfee.com Class A Common Stock in exchange for 0.78 of a share of NAI common stock. The press release announcing NAI’s intent to commence the exchange offer is filed as an exhibit herewith and is incorporated by reference herein. Also filed as an exhibit hereto is the letter sent to the McAfee.com board of directors advising them of the exchange offer.

Item 3. Source and Amount of Funds or Other Consideration

         Prior to the announcement of the exchange offer, NAI owned 36,000,000 shares of McAfee.com Class B common stock, which comprises all the shares of such class which are outstanding. Pursuant to the exchange offer, NAI is proposing to acquire all of the outstanding shares of McAfee.com Class A common stock at an exchange ratio of 0.78 of a share of NAI common stock for every share of McAfee.com Class A common stock. It is expected that the shares of NAI common stock that NAI proposes to use in the exchange offer will be newly issued shares of common stock to be registered pursuant to a registration statement on Form S-4 that NAI expects to file on or about July 2, 2002.

Item 4: Purpose of Transaction

         Upon completion of the exchange offer, NAI intends to effectuate a short-form merger whereby the remaining holders of McAfee.com Class A common stock will receive 0.78 of a share of NAI common stock in exchange for each share held by them of McAfee.com Class A common stock (unless appraisal rights are properly perfected), and a wholly-owned subsidiary of NAI will be merged with McAfee.com pursuant to the Delaware General Corporation Law.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Schedule, NAI beneficially owns 36,000,000 shares of McAfee.com Class B Common Stock, which shares are convertible into 36,000,000 shares of McAfee.com Class A Common Stock. The NAI holdings represent 75.0% of the outstanding shares of McAfee.com Class A Common Stock.

(b)	Sole Voting Power:	36,000,000 shares of Class B Common Stock*
	Shared Voting Power:	0 shares
	Sole Dispositive Power:	36,000,000 shares of Class B Common Stock*
	Shared Dispositive Power:	0 shares

(c)	NAI has not effected any other transactions in the shares of McAfee.com Class A Common Stock during the past 60 days.
(d)	Not applicable.

         * Generally, each holder of the Issuer’s Class A Common Stock is entitled to one vote per share and each holder of the Issuer’s Class B Common Stock is entitled to three votes per share.

-3-

(e) Not applicable.

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

         See Item 2 above.

Item 7. Material to Be Filed as Exhibits

         Press release dated July 1, 2002, announcing the intent to commence the exchange offer.

         Letter from Networks Associates, Inc. to the board of directors of McAfee.com

-4-

SIGNATURE

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

July 1, 2002 Date

/s/ GEORGE SAMENUK

Signature

George Samenuk Name

Chairman and Chief Executive Officer Title

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

-5-

INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION
1	Press release dated July 1, 2002, announcing the intent to commence the exchange offer.
2	Letter from Networks Associates, Inc. to the board of directors of McAfee.com

-6- EX-1 3 f82736a2exv1.txt EXHIBIT 1 Exhibit 1 NETWORK ASSOCIATES ANNOUNCES PLANS TO ACQUIRE PUBLICLY HELD SHARES OF MCAFEE.COM SANTA CLARA, Calif., July 1/PRNewswire-FirstCall/ -- Network Associates, Inc. (NYSE: NET - News) today announced that it plans to commence an exchange offer for all outstanding publicly held shares of Class A common stock of McAfee.com (Nasdaq: MCAF - News). Network Associates currently owns approximately 75% of McAfee.com. McAfee.com stockholders will be offered 0.78 of a share of Network Associates common stock in a tax-free exchange for each outstanding share of McAfee.com Class A common stock. In addition to having the same exchange ratio as that recommended by the special committee of the outside and independent McAfee.com directors in connection with Network Associates' previous exchange offer, the other terms of the exchange offer are expected to be the same, with limited modifications to the conditions of the offer. The previous exchange offer was withdrawn in April 2002 after the Company determined to restate certain prior financial statements. On June 28, 2002, Network Associates filed its restated financial statements. Operating results for 2001 and Q1 2002 were not impacted by the restatement. "With the filing of our restatements behind us, we believe it is the right time to move forward with the recombination of McAfee.com into the Network Associates family of world-class anti-virus and security solutions," said George Samenuk, chairman and CEO of Network Associates. Network Associates plans to file an exchange offer with the Securities and Exchange Commission on or about July 2, 2002, through which Network Associates would acquire all of the outstanding publicly held shares of McAfee.com Class A common stock. The offer will be conditioned on the tender of a sufficient number of McAfee.com Class A shares such that, after the offer is completed, Network Associates would own at least 90% of all outstanding shares of McAfee.com common stock as well as on certain other conditions. While the minimum condition may be waived, in no event will the offer be completed if less than a majority of the minority (McAfee.com stockholders other than Network Associates) tender their shares in the offer. If the minimum condition and the other conditions to the offer are met and the offer is completed, Network Associates will effect a "short-form" merger of McAfee.com with a Network Associates subsidiary. In the merger, each remaining McAfee.com Class A share will be exchanged (unless holders perfect appraisal rights under Delaware law) into the same portion of a share of Network Associates common stock is paid in the exchange offer. Additional Information and Where to Find It In connection with the proposed transaction, Network Associates will file an exchange offer prospectus and related materials with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS DOCUMENT AND RELATED MATERIALS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the exchange offer prospectus (when available) and other documents filed by Network Associates with the Commission at the Commission's web site at http://www.sec.gov. Free copies of the exchange offer prospectus, once available, as well as Network Associates' related filings made with the Commission, may also be obtained from Network Associates by directing a request to Network Associates' Investor Relations Department at: 3965 Freedom Circle, Santa Clara, CA 95054. About Network Associates With headquarters in Santa Clara, Calif., Network Associates, Inc. is a leading supplier of network security and availability solutions. Network Associates is comprised of three product groups: McAfee Security, delivering world-class anti-virus and security products; Sniffer Technologies, a leader in network availability and system security; and Magic Solutions, a leader in innovative service management solutions. For more information, Network Associates can be reached at 972-308-9960 or on the Internet at http://www.networkassociates.com. Safe Harbor Statement The foregoing news release contains forward-looking statements. Forward-looking statements include those regarding Network Associates' exchange offer and the anticipated benefits of the recombination of Network Associates and McAfee.com. Actual events or results may vary materially from those contained in the forward-looking statements and the expected results may not occur. Network Associates may not commence or complete the exchange offer or merger described in this news release. Network Associates may not realized the expected benefits from the recombination with McAfee.com. Investors should read Network Associates' prospectus and tender offer statement, when these documents are available, describing the proposed exchange offer and merger and the documents incorporated therein for a more detailed discussion of the offer and merger and the associated risks and uncertainties. Network Associates is under no obligation and does not intend to update any of these forward-looking statements, even if experience or future changes make it clear that any proposed results experienced or implied therein will not be realized. EX-2 4 f82736a2exv2.txt EXHIBIT 2 EXHIBIT 2 [Network Associates Letterhead] June 30, 2002 VIA FACSIMILE AND U.S. MAIL Board of Directors McAfee.com Corporation 535 Oakmead Parkway Sunnyvale, CA 94085 Dear McAfee.com Board of Directors: I am writing to confirm my conversation with McAfee.com's CEO and each of McAfee.com's outside and independent directors this evening. Network Associates' board of directors continues to believe that it is desirable to recombine McAfee.com and Network Associates and the recombination is strategically and operationally compelling. Among other things, a recombination will serve to reduce or eliminate market confusion due to similarities in our products, customers and Web sites and will allow for a more targeted market approach, particularly in the consumer and small to medium-sized business market for our products. We plan to announce tomorrow an exchange offer pursuant to which McAfee.com's public stockholders will be offered 0.78 of a share of common stock of Network Associates in a tax-free exchange for each outstanding share of McAfee.com Class A common stock. The exchange ratio in our offer is the same as that in the prior exchange offer we withdrew on April 25th. The other terms are the same as those in the prior exchange offer, with limited modifications to the conditions. Based on the $19.27 closing price of our shares on June 28, 2002, our offer represents a value of approximately $15.03 per Class A share and a 2.7% premium to the June 28, 2002 closing price for McAfee.com Class A common stock. We intend to file our offering materials with the Securities and Exchange Commission and commence our exchange offer on or about July 2, 2002. While our offer is being made to McAfee.com's stockholders and McAfee.com board approval is not required, we are aware of the obligation of McAfee.com's board to respond to our offer under the U.S. tender offer rules. In that regard, we would expect and support any decision to reconstitute the previously formed special committee of outside and independent directors that evaluated our previous offer. Also enclosed is a copy of the press release that is being issued tomorrow. Sincerely, /s/ George Samenuk ------------------ George Samenuk Chairman and CEO GRAPHIC 5 f82736a2xbox.gif GRAPHIC begin 644 f82736a2xbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& GRAPHIC 6 f82736a2box.gif GRAPHIC begin 644 f82736a2box.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? 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EX-1

                                                                  Exhibit 1

NETWORK ASSOCIATES ANNOUNCES PLANS TO ACQUIRE
PUBLICLY HELD SHARES OF MCAFEE.COM

SANTA CLARA, Calif., July 1/PRNewswire-FirstCall/ -- Network Associates, Inc.
(NYSE: NET - News) today announced that it plans to commence an exchange offer
for all outstanding publicly held shares of Class A common stock of McAfee.com
(Nasdaq: MCAF - News). Network Associates currently owns approximately 75% of
McAfee.com.

McAfee.com stockholders will be offered 0.78 of a share of Network Associates
common stock in a tax-free exchange for each outstanding share of McAfee.com
Class A common stock. In addition to having the same exchange ratio as that
recommended by the special committee of the outside and independent McAfee.com
directors in connection with Network Associates' previous exchange offer, the
other terms of the exchange offer are expected to be the same, with limited
modifications to the conditions of the offer. The previous exchange offer was
withdrawn in April 2002 after the Company determined to restate certain prior
financial statements. On June 28, 2002, Network Associates filed its restated
financial statements. Operating results for 2001 and Q1 2002 were not impacted
by the restatement.

"With the filing of our restatements behind us, we believe it is the right time
to move forward with the recombination of McAfee.com into the Network Associates
family of world-class anti-virus and security solutions," said George Samenuk,
chairman and CEO of Network Associates.

Network Associates plans to file an exchange offer with the Securities and
Exchange Commission on or about July 2, 2002, through which Network Associates
would acquire all of the outstanding publicly held shares of McAfee.com Class A
common stock. The offer will be conditioned on the tender of a sufficient number
of McAfee.com Class A shares such that, after the offer is completed, Network
Associates would own at least 90% of all outstanding shares of McAfee.com common
stock as well as on certain other conditions. While the minimum condition may be
waived, in no event will the offer be completed if less than a majority of the
minority



(McAfee.com stockholders other than Network Associates) tender their shares in
the offer. If the minimum condition and the other conditions to the offer are
met and the offer is completed, Network Associates will effect a "short-form"
merger of McAfee.com with a Network Associates subsidiary. In the merger, each
remaining McAfee.com Class A share will be exchanged (unless holders perfect
appraisal rights under Delaware law) into the same portion of a share of Network
Associates common stock is paid in the exchange offer.


Additional Information and Where to Find It

In connection with the proposed transaction, Network Associates will file an
exchange offer prospectus and related materials with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS DOCUMENT AND
RELATED MATERIALS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
exchange offer prospectus (when available) and other documents filed by Network
Associates with the Commission at the Commission's web site at
http://www.sec.gov. Free copies of the exchange offer prospectus, once
available, as well as Network Associates' related filings made with the
Commission, may also be obtained from Network Associates by directing a request
to Network Associates' Investor Relations Department at: 3965 Freedom Circle,
Santa Clara, CA 95054.


About Network Associates

With headquarters in Santa Clara, Calif., Network Associates, Inc. is a leading
supplier of network security and availability solutions. Network Associates is
comprised of three product groups: McAfee Security, delivering world-class
anti-virus and security products; Sniffer Technologies, a leader in network
availability and system security; and Magic Solutions, a leader in innovative
service management solutions. For more information, Network Associates can be
reached at 972-308-9960 or on the Internet at http://www.networkassociates.com.


Safe Harbor Statement

The foregoing news release contains forward-looking statements. Forward-looking
statements include those regarding Network Associates' exchange offer and the
anticipated benefits of the recombination of Network Associates and McAfee.com.
Actual events or results may vary materially from those contained in the
forward-looking statements and the expected results may not occur. Network
Associates may not commence or complete the exchange offer or merger described
in this news release. Network Associates may not realized the expected benefits
from the recombination with McAfee.com. Investors should read Network
Associates' prospectus and tender offer statement, when these documents are
available, describing the proposed exchange offer and merger and the documents
incorporated therein for a more detailed discussion of the offer and merger and
the associated risks and uncertainties. Network Associates is under no
obligation and does not intend to update any of these forward-looking
statements, even if experience or future changes make it clear that any proposed
results experienced or implied therein will not be realized.

EX-2

                                                                       EXHIBIT 2
                         [Network Associates Letterhead]

                                  June 30, 2002


VIA FACSIMILE AND U.S. MAIL

Board of Directors
McAfee.com Corporation
535 Oakmead Parkway
Sunnyvale, CA 94085

Dear McAfee.com Board of Directors:

      I am writing to confirm my conversation with McAfee.com's CEO and each of
McAfee.com's outside and independent directors this evening.

      Network Associates' board of directors continues to believe that it is
desirable to recombine McAfee.com and Network Associates and the recombination
is strategically and operationally compelling. Among other things, a
recombination will serve to reduce or eliminate market confusion due to
similarities in our products, customers and Web sites and will allow for a more
targeted market approach, particularly in the consumer and small to medium-sized
business market for our products.

      We plan to announce tomorrow an exchange offer pursuant to which
McAfee.com's public stockholders will be offered 0.78 of a share of common stock
of Network Associates in a tax-free exchange for each outstanding share of
McAfee.com Class A common stock. The exchange ratio in our offer is the same as
that in the prior exchange offer we withdrew on April 25th. The other terms are
the same as those in the prior exchange offer, with limited modifications to the
conditions. Based on the $19.27 closing price of our shares on June 28, 2002,
our offer represents a value of approximately $15.03 per Class A share and a
2.7% premium to the June 28, 2002 closing price for McAfee.com Class A common
stock.

      We intend to file our offering materials with the Securities and Exchange
Commission and commence our exchange offer on or about July 2, 2002. While our
offer is being made to McAfee.com's stockholders and McAfee.com board approval
is not required, we are aware of the obligation of McAfee.com's board to respond
to our offer under the U.S. tender offer rules. In that regard, we would expect
and support any decision to reconstitute the previously formed special committee
of outside and independent directors that evaluated our previous offer. Also
enclosed is a copy of the press release that is being issued tomorrow.

                                          Sincerely,


                                          /s/ George Samenuk
                                          ------------------
                                          George Samenuk
                                          Chairman and CEO