Form 3 Gebhart Todd For: Oct 27 (10K)

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gebhart Todd

(Last)

(First)

(Middle)

C/O MCAFEE, INC., 5000 HEADQUARTERS DR.

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2009

3. Issuer Name and Ticker or Trading Symbol
McAfee, Inc. [MFE]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and GM, Consumer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,576 ⁽¹⁾	D
Common Stock ⁽²⁾	3,333 ⁽²⁾	D
Common Stock ⁽³⁾	13,333 ⁽³⁾	D
Common Stock ⁽⁴⁾	16,000 ⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (Right to Buy)	⁽⁵⁾	02/11/2018	Common Stock	12,917	$ 34.73	D
Employee Stock Options (Right to Buy)	⁽⁶⁾	08/04/2018	Common Stock	20,000	$ 37.47	D

Explanation of Responses:

1. Includes 701 and 875 shares of the Issuer's common stock acquired on November 28, 2008 and May 29, 2009, respectively, through the McAfee, Inc. 2002 Employee Stock Purchase Plan.

2. On February 11, 2008, the Reporting Person was granted 10,000 stock units, 1/3 of which are scheduled to vest on July 1st of each of 2008, 2009 and 2010.

3. On August 4, 2008, the Reporting Person was granted 20,000 stock units, 1/3 of which are scheduled to vest on each of the first, second and third anniversaries of the grant date.

4. On February 17, 2009, the Reporting Person was granted 16,000 stock units, 1/3 of which are scheduled to vest on each of the first, second and third anniversaries of the grant date.

5. On February 11, 2008, the Reporting Person was granted stock options to purchase 20,000 shares of the Issuer's common stock, 25% of which vested one year from the grant date and the remaining 75% of the shares are scheduled to vest monthly over the next 36 months until the option is fully vested on the fourth anniversary of the grant date.

6. On August 4, 2008, the Reporting Person was granted stock options to purchase 20,000 shares of the Issuer's common stock, 25% of which vested one year from the grant date and the remaining 75% of the shares are scheduled to vest monthly over the next 36 months until the option is fully vested on the fourth anniversary of the grant date.

	/s/ Jared Ross, Attorney-in-Fact	11/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Robin Bradford, Jared Ross, M'Lyn Hefner and Stuart Nightingale, signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1)prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC  of reports required by Section 16(a) of the Securities
Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; 

(2)execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of McAfee, Inc. (the "Company") Forms 3, 4, and 5
in accordance with Section 16(a) of the Exchange Act and the rules thereunder,
and any other forms or reports the undersigned may be required to file in
connection with the undersigned's ownership, acquisition or disposition of
securities of the Company;

(3)do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
or other form or report, and timely file such form or report with the SEC and
any stock exchange or similar authority; and
 
(4)take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in his or
her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of November, 2009.

/s/ Todd Gebhart

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