<SUBMISSION>
<ACCESSION-NUMBER>0001011438-01-500347
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20011205
<GROUP-MEMBERS>EM HOLDINGS, INC.
<GROUP-MEMBERS>EMPIRE ACQUISITION CORP.
<GROUP-MEMBERS>LAP SHUN HUI
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EMACHINES INC /DE/
<CIK>0001090710
<ASSIGNED-SIC>5045
<IRS-NUMBER>943311182
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-59901
<FILM-NUMBER>1806946
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
<PHONE>7144812828
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>14350 MYFORD ROAD SUITE 100
<CITY>IRVINE
<STATE>CA
<ZIP>92606
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HUI LAP SHUN
<CIK>0001162053
<ASSIGNED-SIC>
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7373 HUNT AVE
<STREET2>KDS USA
<CITY>GARDEN GROVE
<STATE>CA
<ZIP>92841
<PHONE>7143795599
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7373 HUNT AVE
<STREET2>KDS USA
<CITY>GARDEN GROVE
<STATE>CA
<ZIP>92841
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>scto-amend2.txt
<DESCRIPTION>ANEMDMENT 2
<TEXT>


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

                                   SCHEDULE TO

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 2)


                                 EMACHINES, INC.
                       (Name of Subject Company (Issuer))

EM HOLDINGS, INC.                                 EMACHINES, INC
EMPIRE ACQUISITION CORP.                          (Name of 13e-3 Filing Person)
LAP SHUN HUI
(Name of 14d-1 and 13e-3 Filing Persons)


                                  COMMON STOCK
                         (Title of Class of Securities)

                                   29076P 10 Z
                      (CUSIP Number of Class of Securities)

                               LAP SHUN (JOHN) HUI
                                7373 HUNT AVENUE
                         GARDEN GROVE, CALIFORNIA 92841
                                 (714) 890-8388

  (Name, address, and Telephone Number of Persons Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                                 With a copy to:
                              MURRAY MARKILES, ESQ.
                    AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.
                       2029 CENTURY PARK EAST, SUITE 2400
                          LOS ANGELES, CALIFORNIA 90067
                                 (310) 229-1000

                                   -----------

                            CALCULATION OF FILING FEE
     TRANSACTION VALUATION*                          AMOUNT OF FILING FEE**
     ----------------------                          ----------------------
          $160,998,402                                       $32,200


*    Estimated for purposes of filing fee only. Calculated as the sum of (a)
     $154,284,674, the product of $1.06, the per share tender offer price for
     all the outstanding shares of common stock of eMachines, Inc. (the "Common
     Shares"), and 145,551,579, the outstanding shares sought in the offer, and
     (b) $6,713,728 the cost to purchase the common stock issuable pursuant to
     the outstanding options.

**   The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
     the Securities Exchange Act of 1934, as amended, equals 1/50th of one
     percent of the aggregate value of the cash offered by Empire Acquisition
     Corp. for such number of Common Shares and the shares issuable pursuant to
     the outstanding options.


<PAGE>


|X|  Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount Previously Paid....$32,200        Filing Parties....EM Holdings, Inc.
                                                           Empire Acquisition
                                                             Corp.
                                                           Lap Shun Hui
                                                           (14d-1 and 13e-3
                                                             filing parties)
                                                           e-Machines, Inc.
                                                           (13e-3 filing party)
Form or Registration No...Schedule TO    Date Filed........November 27, 2001

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

     Check the appropriate boxes below to designate any transactions to which
the statement relates:

     |X|    third-party tender offer subject to Rule 14d-1.
     |_|    issuer tender offer subject to Rule 13e-4.
     |X|    going-private transaction subject to Rule 13e-3.
     |_|    amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|


                                     Page 2
<PAGE>


     This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed with the SEC on November 27, 2001, as amended and supplemented
by Amendment No. 1 filed with the SEC on November 29, 2001 (the "Schedule TO"),
relating to the offer by Empire Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a direct wholly-owned subsidiary of EM Holdings, Inc. (the
"Parent"), a Delaware corporation, to purchase all of the issued and outstanding
shares of common stock of eMachines, Inc. (the "Company"), a Delaware
corporation, at a price of $1.06 per share of common stock, net to the seller in
cash, without interest, less any required withholding taxes upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 27,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as they may be amended and supplemented from time to time, together constitute
the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were
filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO, as
amended.

ALL ITEMS.

     The information in the Schedule TO, as amended, is hereby expressly
incorporated herein by reference in response to all of the items of this
Amendment No. 2, except as otherwise set forth below. You should read this
amendment together with the Schedule TO we filed on November 27, 2001 and the
Amendment No. 1 to Schedule TO we filed on November 29, 2001.

ITEM 11. ADDITIONAL INFORMATION.

     Item 11 of Schedule TO is hereby amended and supplemented by including the
following:

     On December 3, 2001, the Federal Trade Commission granted early termination
of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of
1976, as amended, with respect to the Offer.

ITEM 12. EXHIBITS.

      (a)(1)    Offer to Purchase, dated November 27, 2001.*
      (a)(2)    Letter of Transmittal.*
      (a)(3)    Notice of Guaranteed Delivery.*
      (a)(4)    Form of Letter to Brokers, Dealers, Commercial Banks,
                Trust Companies and Other Nominees.*
      (a)(5)    Form of Letter to Clients for Use by Brokers, Dealers,
                Commercial Banks, Trust Companies and Other Nominees.*
      (a)(6)    Text of Press Release issued by EM Holdings, Inc. on
                November 9, 2001.**
      (a)(7)    Text of Press Release issued by EM Holdings, Inc. and
                eMachines, Inc. on November 20, 2001. ***
      (a)(8)    Summary Advertisement published in the Wall Street
                Journal on November 27, 2001.*
      (b)(1)    Credit Agreement, dated November 26, 2001, by and among
                Empire Acquisition Corp., EM Holdings, Inc., UBS AG,
                Stamford Branch and UBS Warburg LLC.*
      (c)(1)    Fairness Opinion, dated as of November 19, 2001, by
                Credit Suisse First Boston.*
      (c)(2)    Fairness Opinion, dated as of November 19, 2001, by
                Averil Capital Markets Group, Inc.*
      (c)(3)    Presentation to the Board of Directors by Credit Suisse
                First Boston Corporation on November 18, 2001.*
      (d)(1)    Amended and Restated Agreement and Plan of Merger, dated
                November 26, 2001, by and among EM Holdings, Inc.,
                Empire Acquisition Corp. and eMachines, Inc.*
      (d)(2)    Buyer Option Agreement dated November 19, 2001, by and
                among EM Holdings, Inc., Empire Acquisitions Corp. and
                eMachines, Inc. ***


                                     Page 3
<PAGE>


      (d)(3)    Stock Purchase Agreement, dated October 30, 2001, by and
                between Lap Shun Hui and ideallab! Holdings, L.L.C. ****
      (d)(4)    Confidentiality Agreement, dated November 12, 2001, by
                and among EM Holdings, Inc., eMachines, Inc. and Lap
                Shun (John) Hui.*
      (f)       Section 262 of the Delaware General Corporation Law
                regarding appraisal rights. *
      (g)       None.
      (h)       None.

      *    Previously filed on Schedule TO with the SEC on November 27,
           2001.

      **   Previously filed as Exhibit 99.1 of Schedule TO-C filed with the
           SEC on November 14, 2001 by Empire Acquisition Corp., EM
           Holdings, Inc. and Lap Shun Hui.

      ***  Previously filed on Schedule TO-C with the SEC on November 20,
           2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun
           (John) Hui.

      **** Previously filed as Exhibit 3 of Schedule 13D filed with the SEC
           on November 9, 2001 by Empire Acquisition Corp., EM Holdings,
           Inc. and Lap Shun (John) Hui.


                                     Page 4
<PAGE>


                                    SIGNATURE

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

Dated:  December 5, 2001                 EM HOLDINGS, INC.


                                         By:  /S/ LAP SHUN HUI
                                             ----------------------------------
                                         Name:   Lap Shun Hui
                                         Title:  President



Dated:  December 5, 2001                 EMPIRE ACQUISITION CORP.


                                         By:  /S/ LAP SHUN HUI
                                             ----------------------------------
                                         Name:   Lap Shun Hui
                                         Title:  President


Dated:  December 5, 2001                 By:  /S/ LAP SHUN HUI
                                             ----------------------------------
                                         Name:   Lap Shun Hui


After due inquiry and to the best of my knowledge and belief, I certify the
information set forth in this statement to the extent it constitutes a filing
under Rule 13e-3 is true, complete and correct.

Dated:  December 5, 2001                 EMACHINES, INC.


                                         By:  /S/ ADAM ANDERSEN
                                             ----------------------------------
                                         Name:   Adam Andersen
                                         Title:  Senior Vice President and
                                                 Chief Financial Officer


                                     Page 5
<PAGE>


                                  EXHIBIT INDEX

      EXHIBIT
      NUMBER                       DESCRIPTION

      (a)(1)    Offer to Purchase, dated November 27, 2001.*
      (a)(2)    Letter of Transmittal.*
      (a)(3)    Notice of Guaranteed Delivery.*
      (a)(4)    Form of Letter to Brokers, Dealers, Commercial Banks,
                Trust Companies and Other Nominees.*
      (a)(5)    Form of Letter to Clients for Use by Brokers, Dealers,
                Commercial Banks, Trust Companies and Other Nominees.*
      (a)(6)    Text of Press Release issued by EM Holdings, Inc. on
                November 9, 2001.**
      (a)(7)    Text of Press Release issued by EM Holdings, Inc. and
                eMachines, Inc. on November 20, 2001. ***
      (a)(8)    Summary Advertisement published in the Wall Street
                Journal on November 27, 2001.*
      (b)(1)    Credit Agreement, dated November 26, 2001, by and among
                Empire Acquisition Corp., EM Holdings, Inc., UBS AG,
                Stamford Branch and UBS Warburg LLC.*
      (c)(1)    Fairness Opinion, dated as of November 19, 2001, by
                Credit Suisse First Boston.*
      (c)(2)    Fairness Opinion, dated as of November 19, 2001, by
                Averil Capital Markets Group, Inc.*
      (c)(3)    Presentation to the Board of Directors by Credit Suisse
                First Boston Corporation on November 18, 2001.*
      (d)(1)    Amended and Restated Agreement and Plan of Merger, dated
                November 26, 2001, by and among EM Holdings, Inc.,
                Empire Acquisition Corp. and eMachines, Inc.*
      (d)(2)    Buyer Option Agreement dated November 19, 2001, by and
                among EM Holdings, Inc., Empire Acquisitions Corp. and
                eMachines, Inc. ***
      (d)(3)    Stock Purchase Agreement, dated October 30, 2001, by and
                between Lap Shun Hui and ideallab! Holdings, L.L.C. ****
      (d)(4)    Confidentiality Agreement, dated November 12, 2001, by
                and among EM Holdings, Inc., eMachines, Inc. and Lap
                Shun (John) Hui.*
      (f)       Section 262 of the Delaware General Corporation Law
                regarding appraisal rights. *
      (g)       None.
      (h)       None.

      *    Previously filed on Schedule TO with the SEC on November 27,
           2001.

      **   Previously filed as Exhibit 99.1 of Schedule TO-C filed with the
           SEC on November 14, 2001 by Empire Acquisition Corp., EM
           Holdings, Inc. and Lap Shun Hui.

      ***  Previously filed on Schedule TO-C with the SEC on November 20,
           2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun
           (John) Hui.

      **** Previously filed as Exhibit 3 of Schedule 13D filed with the SEC
           on November 9, 2001 by Empire Acquisition Corp., EM Holdings,
           Inc. and Lap Shun (John) Hui.


                                     Page 6

</TEXT>
</DOCUMENT>
</SUBMISSION>
