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: July 27, 2006
                        (Date of earliest event reported)

                                  McAFEE, INC.
               (Exact Name of Registrant as specified in Charter)

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

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

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

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

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



     As a result of McAfee's previously announced independent review of its
historical stock option grant practices and related accounting, McAfee's Special
Committee of independent directors conducting this review has reached the
conclusion that, pursuant to the requirements of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), the actual
accounting measurement dates for certain historical stock options differ from
the measurement dates previously used for such awards. The Special Committee has
not yet completed its review. As a result, the Special Committee has determined
that new accounting measurement dates will apply to the affected option grants.
McAfee believes that it is more likely than not that the amount of such
additional adjustments relating to prior periods will be material and that
McAfee will restate its financial statements in at least one, and potentially
several, prior periods.

     McAfee has concluded that its previously issued financial statements for
the fiscal years 2003, 2004, 2005, which are included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2005, the Quarterly Reports
on Form 10-Q filed with respect to each of these fiscal years and the financial
statements included in the Company's Quarterly Report on Form 10-Q for the first
quarter of fiscal year 2006, should no longer be relied upon. In addition, in
the event that a restatement of these financial statements is required, it
likely will affect financial statements for prior periods.

     Because the Special Committee's review is ongoing, McAfee has not
determined the aggregate amount of additional non-cash stock-based compensation
expense, nor has it determined the amount of such expense to be recorded in any
specific prior period or in any future period, nor has it determined the tax
consequences that may result from these adjustments. McAfee also expects that
expenses arising from the Special Committee's review, any potential restatement
of financial statements and related activities, which will be recorded in the
periods incurred, will be significant.



     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: July 27, 2006                             By:  /s/ Eric F. Brown
                                                     Eric F. Brown
                                                     Chief Operating Officer and
                                                     Chief Financial Officer