<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-504038
<TYPE>SC 14D9/A
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<CONFORMED-NAME>EMACHINES INC /DE/
<CIK>0001090710
<ASSIGNED-SIC>5045
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<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<ACT>34
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<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
<PHONE>7144812828
</BUSINESS-ADDRESS>
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<STREET1>14350 MYFORD ROAD SUITE 100
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<FILENAME>dsc14d9a.txt
<DESCRIPTION>SCHEDULE 14D-9/AMENDMENT #6
<TEXT>
<PAGE>

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              AMENDMENT NO. 6 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. 6 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, that Amendment No. 4 ("Amendment No.
4") to Schedule 14D-9 filed by the Company with the Commission on December 14,
2001 and that Amendment No. 5 ("Amendment No. 5") to Schedule 14D-9 filed by the
Company with the Commission on December 20, 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 20, 2001, eMachines and EM Holdings issued a press release
announcing that the court in the matter of David Packard v. eMachines granted an
order withdrawing and vacating the temporary restraining order previously issued
enjoining the merger. The press release is filed as Exhibit (a)(9) hereto and is
incorporated herein by reference.

Item 9.  Exhibits

<TABLE>
<S>                     <C>
Exhibit (a)(9)          eMachines and EM Holdings Press Release issued December 20, 2001.
</TABLE>

                                      -2-
<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 21, 2001

                                  eMachines Inc.

                                  By:  /s/ WAYNE R. INOUYE
                                       -------------------
                                  Name:   Wayne R. Inouye
                                  Title:  President and Chief Executive Officer

                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(9)
<SEQUENCE>3
<FILENAME>dex99a9.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                               Exhibit (a)(9)


                                                NEWS
                                                FOR IMMEDIATE RELEASE

                                                Contact:
                                                Mike Kilroy or Rick Havacko
                                                Maples Communications
                                                (949) 253-8737
                                                mkilroy@maples.com
                                                ------------------


                    EMACHINES, INC. AND EM HOLDINGS, INC.
                    ANNOUNCE COURT ORDER REMOVING TEMPORARY
                               RESTRAINING ORDER

     IRVINE, Calif., Dec. 20, 2001 -- Earlier today, the court in the matter of
David Packard, on behalf of himself and all other similarly situated, v.
eMachines, Inc. granted an order withdrawing and vacating the temporary
restraining order previously issued enjoining the merger.  Also, the court
granted the intervenor plaintiff's motion for non-suit and dismissed the
intervenor plaintiff's causes of action for fraudulent transfer, injunctive
relief and request for temporary restraining order.

     The tender offer for all the outstanding shares of common stock of
eMachines made by Empire Acquisition Corp., a wholly owned subsidiary of EM
Holdings, expires at 9:00 a.m., Eastern time, on Friday, Dec. 28, 2001.

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 eMachines and the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by eMachines with the
<PAGE>

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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