8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report: September 17, 2007
(Date of earliest event reported)

McAFEE, INC.

(Exact Name of Registrant as specified in Charter)

Delaware
(State or other Jurisdiction
of incorporation) Commission File No.:
001-31216 77-0316593
(I.R.S. Employer Identification No.)

3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)

(408) 346-3832
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On September 17, 2007, McAfee, Inc. (the “Company”) received an extension for continued listing and trading on the New York Stock Exchange (the “NYSE”). The extension, which is subject to reassessment by the NYSE on an ongoing basis, provides the Company until December 31, 2007 to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 with the Securities and Exchange Commission.

     A copy of the Company’s press release issued on September 18, 2007 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated September 18, 2007.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	McAFEE, INC.
Date: September 18, 2007	By:	/s/ Eric F. Brown
		Eric F. Brown
		Chief Operating Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:
Investors:
Kelsey Doherty
McAfee, Inc.
(646) 728-1494 kelsey_doherty@mcafee.com

Media:
Siobhan MacDermott
McAfee, Inc.
(415) 299-2945
siobhan_macdermott@mcafee.com

MCAFEE, INC. OBTAINS NEW YORK STOCK EXCHANGE LISTING EXTENSION

     SANTA CLARA, Calif., Sept. 18, 2007 — McAfee, Inc. (NYSE: MFE) today announced that it has received an extension for continued listing and trading on the New York Stock Exchange (the “NYSE”). The extension, which is subject to reassessment by the NYSE on an ongoing basis, provides the Company until December 31, 2007 to file its 2006 Annual Report on Form 10-K for its fiscal year ending December 31, 2006 with the Securities and Exchange Commission.

     As previously announced, the Company is in the process of finalizing the work to restate its historical financial statements to record additional non-cash charges associated with past stock option grants and to reflect the related tax impact for stock-based compensation expense over a 10-year period. McAfee believes this restatement is likely to result in aggregate non-cash charges in the range of $100 million to $150 million. In addition, McAfee expects the restatement to include other adjustments to certain balance sheet and income statement accounts that will affect its previously reported results.

About McAfee Inc.
McAfee, Inc. is the leading dedicated security technology company. Headquartered in Santa Clara, California, McAfee delivers proactive and proven solutions and services that secure systems and networks around the world. With its security expertise and commitment to innovation, McAfee empowers home users, businesses, the public sector, and service providers with the ability to block attacks, prevent disruptions, and continuously track and improve their security.  http://www.mcafee.com.

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McAfee is a registered trademark of McAfee, Inc. McAfee Red in connection with security is distinctive of McAfee-brand products. All other registered and unregistered trademarks herein are the sole property of their respective owners. ^©2007 McAfee, Inc. All Rights Reserved. SOURCE McAfee Inc.

This press release contains forward-looking statements including those statements made regarding the expected non-cash charges for stock-based compensation, related tax effects and adjustments to be recorded as a result of the restatement of our historical financial statements, and the timing of our filing of our restated financial results and related period reports. Actual results may differ materially and adversely from those expressed in any forward-looking statement and the expected results may not occur. In particular, McAfee will be required to make adjustments to its financial results previously reported for prior periods as a result of its investigation into its stock option granting practices and the restatement. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those discussed in McAfee’s annual report on Form 10-K for the year ended December 31, 2005 and its quarterly reports on Form 10-Q, as well as those discussed in the “Forward Looking Statements” section of the Company’s most current earnings release.