(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of SurfControl Limited as of 30 June 2007, 2006 and 2005 and for each of the three years in the period ended 30 June 2007, are filed as Exhibit 99.1 to this amendment and incorporated in their entirety into this Item 9.01(a) herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements, including unaudited pro forma combined statements of operations for the nine months ended September 30, 2007 and the year ended December 31, 2006, unaudited pro forma combined balance sheet as of September 30, 2007, and notes to the unaudited pro forma combined financial statements are furnished as Exhibit 99.2 and are incorporated in their entirety into this Item 9.01(b) by reference.

(d) Exhibits.

Exhibit No.                                  Description

      2.1       Transaction Agreement by and among Websense, Inc. and Websense SC
                Operations Limited and SurfControl Limited, dated April 26, 2007
                (previously filed as an exhibit to our Form 8-K filed on May 2, 2007
                and incorporated herein by reference).

     23.1       Consent of KPMG Audit Plc, Independent Auditors of SurfControl
                Limited.

     99.1       Audited consolidated financial statements of SurfControl Limited as of
                30 June 2007, 2006 and 2005 and for each of the three years in the
                period ended 30 June 2007 and Report of Independent Auditors thereon.

     99.2       Unaudited pro forma financial information listed in Item
                9.01(b) above.