Gates, who arrived in Baghdad Wednesday evening, met Lieutenant General Lloyd Austin, commander of US military forces in Iraq, and then Prime Minister Nuri al-Maliki and President Jalal Talabani.

At the Camp Liberty US base west of Baghdad, he met some of the nearly 50,000 US troops still in Iraq. That number is down from a peak of more than 170,000 after the US-led 2003 invasion to topple dictator Saddam Hussein and ahead of a planned full withdrawal in late 2011.

"To see Iraq today -- and when you look at the turbulences going across the entire region -- lots of these folks would be happy if they could get to where Iraq is today," Gates told reporters.

"It's not perfect but it's new and it's a democracy and people do have rights."

Since February, Iraq has seen its share of nationwide protests. But unlike the uprisings sweeping across the Arab world, Iraqis have not been demanding regime change, just reform and better living conditions.

"What has been achieved here at huge sacrifice on the part of the Iraqis, on the part of our troops and on the part of the American people is really extraordinary," Gates said.

Two US soldiers were killed in Iraq as recently as Saturday, raising the number of US casualties since the invasion to 4,443, according to the independent website www.icasualties.org.

Gates also warned that Iran and extremist groups such as Al-Qaeda would try to exploit Arab unrest.

He said it was "a concern that the internal security services of many Arab countries have turned to their internal problems rather than broader counter-terrorism."

"This is a period where extremists will probably try to take advantage -- including Iran. We must make sure these guys don't make a free ride."

During a stop in Saudi Arabia en route to Baghdad, Gates said: "We already have evidence that the Iranians are trying to exploit the situation in Bahrain and we also have evidence that they're talking about what they can do to create problems elsewhere."

A senior defence official travelling with him said Gates' message to Iraqi leaders was to "complete the government formation process, particularly to get security ministries dealt with."

More than a year after an inconclusive general election, Iraq still has no defence, interior or national security ministers, even though Maliki stitched together a deal to form a national unity government in December.

Gates was also expected to meet Massud Barzani, president of the autonomous Kurdistan region.

He met separately with the Shiite Maliki and Kurdish Talabani in Baghdad's heavily fortified Green Zone.

"The secretary's fundamental message was: you all need to figure out what you need of us and what's politically feasible and we're ready to work with you on how to address those needs," said Gates' spokesman, Geoff Morrell.

"The discussion here is about how to fill particular needs in their security architecture and that would require far fewer forces than are currently here now. His message was that time is (of) the essence," Morrell added.

General Babak Zebari, the Iraqi armed forces chief of staff, has said his forces would not be able to ensure full security before 2020.

But Maliki's office quoted the premier as saying in talks with Gates that "our armed forces, police and army are now capable of deterring any aggression, and its capabilities to impose security and stability are growing day by day."

Gates told a US House of Representatives' committee in February that Baghdad would face sizeable "problems" after the withdrawal.

He predicted Iraqis would be unable to protect their own airspace, would face intelligence challenges and "have problems with logistics and maintenance."

US Ambassador James Jeffrey told reporters last Friday a 2008 agreement setting the timetable for withdrawal could be renegotiated by either side, but that Iraqi leaders had made no request for an extension and Washington was going ahead with the pullout.

"Our mandate is to help the ISF (Iraqi Security Forces) improve as much as we can for as long as we can," Austin told reporters.

"We're doing everything we can until we reach the point that we'll have to focus on redeployment and reposture."

The senior defence official said that Austin's plan was to "keep as robust a contact with the ISF for as long as possible... before we start to draw down."

Jeffrey said Iraq would face attacks by Al-Qaeda and other militant groups beyond 2011.

In Iraq's deadliest incident since August, 58 people were killed and 97 wounded in a suicide bombing in Tikrit last month in an attack claimed by Al-Qaeda's Iraq affiliate.

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