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, its accounting woes partially resolved, is bidding to buy the 25% of


that it does not already own.

Network Associates announced Monday an exchange offer similar to oneabandoned in

April after the security software maker disclosed it would have to restate financial results for 1999 and 2000. Network Associates filed restated results with the

Securities and Exchange Commission

Friday but is still under investigation by the agency.

Network Associates is offering McAfee shareholders 0.78 of a share ofNetwork Associates common stock for each outstanding share of McAfee commonstock. Based on Friday's closing price, that brings the price to $15.03 ashare, or $180.4 million, a premium of 3.7% over McAfee's current price.

Shares of McAfee fell 14 cents, or 1%, to $14.50, and shares of NetworkAssociates declined 19 cents, or 1%, to $19.08 in recent trading.

The exchange ratio is the same recommended by a special committee ofoutside and independent McAfee directors following Network Associates'original offer in March with a 0.675 exchange ratio. Network Associatesalready owns about 75% of McAfee shares.

Security software maker Network Associates has said it wants to buyback its dot-com spinoff McAfee, which sells security software via theInternet, to reduce brand confusion and expand its reach into the consumermarket.