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<DESCRIPTION>SCHEDULE 14D9 AMENDMENT #4
<TEXT>
<PAGE>


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------

                               AMENDMENT NO. 4 TO

                                 SCHEDULE 14D-9
                                 (RULE 14d-101)

         SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14 (d) (4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            -----------------------

                                 EMACHINES, INC.
                            (Name of Subject Company)

                                 EMACHINES, INC.
                      (Name of Person(s) Filing Statement)

                   COMMON STOCK, PAR VALUE $.0000125 PER SHARE
                         (Title of Class of Securities)

                                   29076P 10 2

                      (CUSIP Number of Class of Securities)

                            -----------------------

                                 Wayne R. Inouye
                          14350 Myford Road, Suite 100
                                Irvine, CA 92606
                                 (714) 481-2828
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                            -----------------------

                                    Copy to:
                               John A. Fore, Esq.
                             Steve L. Camahort, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                            -----------------------

[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

================================================================================


<PAGE>


     This Amendment No. 4 to Schedule 14D-9 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") of
eMachines, Inc. (the "Company") filed with the Securities and Exchange
Commission (the "Commission") on November 27, 2001, as amended by that Amendment
No. 1 ("Amendment No. 1") to Schedule 14D-9 filed by the Company with the
Commission on November 28, 2001, that Amendment No. 2 ("Amendment No. 2") to
Schedule 14D-9 filed by the Company with the Commission on November 28, 2001 and
that Amendment No. 3 ("Amendment No. 3") to Schedule 14D-9 filed by the Company
with the Commission on November 30, 2001.

     Capitalized terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Statement.

Item 8. Additional Information

     The section entitled "Certain Litigation" in Item 8 is hereby amended to
add the following:

     On December 14, 2001, eMachines and EM Holdings issued a press release
announcing the issuance of a Temporary Restraining Order and Order Setting
Hearing for Preliminary Injunction in the matter of David Packard v. eMachines,
Inc., (Case No. 165,336). The press release is attached as Exhibit (a)(6) hereto
and is incorporated herein by reference.

Item 9. Exhibits

Exhibit (a)(6)    eMachines Press Release issued December 14, 2001.


<PAGE>


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated: December 14, 2001

                                           eMachines Inc.

                                           By: /s/ Adam Andersen
                                               ---------------------------------
                                           Name:   Adam Andersen
                                           Title:  Senior Vice President and
                                                   Chief Operating Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(6)
<SEQUENCE>3
<FILENAME>dex99a6.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                  EXHIBIT (a)(6)

IRVINE, Calif., December 14 -


     Earlier today, the District Court of Jefferson County (172nd Judicial
District) in the matter of David Packard v. eMachines, Inc., (Case No. 165,336)
issued a Temporary Restraining Order and Order Setting Hearing for Preliminary
Injunction (the "Order"). The Order was sought by Intervenor Plaintiff John
Hock. The underlying case is a class action seeking recovery for alleged defects
relating to the floppy disk controllers contained in certain of eMachines'
computers. The Order states that Intervenor Plaintiff, and similarly situated
parties would be irreparably injured upon the merger of eMachines and EM
Holdings because eMachines would be left with insufficient funds to satisfy the
alleged claims of the Intervenor Plaintiff and similarly situated parties.

     The Order restrains eMachines (including its officers and directors) from
"merging with EM Holdings, Inc. and from using the assets of eMachines to pay or
satisfy any debts or obligations of another person, including any shareholder or
corporation who acquires its stock or whose stock it acquires or who is part of
or merges with eMachines or who is in any way related to the transaction with EM
Holdings, Inc."

     The Court set a hearing on the preliminary injunction for December 31,
2001. The Court ordered the Intervenor plaintiff to post a bond in the amount of
$5,000.00. The temporary restraining order expires on December 28, 2001 at
5 p.m.

     The Company is in the process of reviewing alternatives relating to an
appeal or other review of the Order.

     EM Holdings has been provided a copy of the Order and has retained separate
counsel to determine what actions, if any, it may take to overturn the Order. EM
Holdings' president, Lap Shun (John) Hui, stated "EM Holdings remains committed
to the terms of the transaction set forth in our tender offer. We believe the
offer is fair to all shareholders and is in the best interest of eMachines and
its customers. We intend to vigorously contest the Order."


About eMachines, Inc.

eMachines, Inc. (OTCBB:EEEE) is a leading provider of affordable, high-value
personal computers. Founded in September 1998, eMachines began selling its
low-cost eTower(R) desktop computers in November 1998. In June 1999, eMachines
sold the third-highest number of PCs through retailers in the United States,
according to leading market research organizations, and presently holds this
number three market share position. Since inception, eMachines has shipped more
than four-million PCs through leading national and international retailers,
catalog and online merchandisers. Approximately one of every two eMachines
consumers is a first-time PC buyer, based on owner registrations with eMachines.
eMachines' Web site is located at http://www.emachines.com.


Where to Find More Information


Holders of securities should read each of the tender offer statement on Schedule
TO (including a "going-private" Transaction Statement on Schedule 13e-3) filed
by EM Holdings and the Solicitation/Recommendation Statement on Schedule 14d-9
filed by eMachines with the U.S. Securities and Exchange Commission, as each
contains important information about the tender offer. Investors can obtain such
tender offer statement on Schedule TO and such Solicitation/Recommendation
Statement on Schedule 14d-9 and Transaction Statement on Schedule 13E-3, and
other documents to be filed by EM Holdings and eMachines, for free from the U.S.
Securities and Exchange Commission's website at http://www.sec.gov. In addition,
the Schedule 14d-9 and Transaction Statement on Schedule 13E-3 and other
documents to be filed with the U.S. Securities and Exchange Commission by
eMachines may be obtained free of charge from eMachines by directing a request
to: Shareholder Information, 14350 Myford Road, Bldg. 100, Irvine, CA 92606.

This press release may contain forward-looking statements relating to future
events and results that are based on eMachines' current expectations. These
statements relate to the outlook and prospects for eMachines and the markets in
which it operates. These statements involve risks and uncertainties including,
without limitation, litigation in which eMachines is or may become involved, the
ability of eMachines to consummate the transaction with EM Holdings, the level
of demand for eMachines' products and services, eMachines' and its suppliers'
ability to timely develop, deliver, and support new and existing products and
services, eMachines' ability to manage and liquidate its inventory, reduce
operating expenses and predict changes in the PC market, the cost and
availability of key product components, competitive pressures relating to price
reductions, new product introductions by third parties, technological
innovations, eMachines' ability to enter new markets and improve customer
service, and overall market conditions, including demand for computers.


</TEXT>
</DOCUMENT>
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