SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Schedule TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

palmOne, Inc.

(Name of Subject Company (issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

69713P 10 7

(CUSIP Number of Class of Securities’ Underlying Options)

Mary E. Doyle

Senior Vice President and General Counsel

palmOne, Inc.

400 N. McCarthy Blvd.

Milpitas, CA 95035

Tel: (408) 503-7000

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of filing person)

Copies to:

Katharine A. Martin

John E. Aguirre

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

Tel: (650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$4,610,000.00	$584.09 (1)

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,423,501 shares of common stock of palmOne, Inc. having an aggregate value of $4,610,000 as of February 25, 2004 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $126.70 for each $1,000,000 of the value of the transaction.

(1) Previously paid.

¨ 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:	Not applicable.
Form or Registration No.:	Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

¨ 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:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ 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: ¨

This Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by palmOne, Inc. on March 1, 2004 is being filed solely to file an additional exhibit.

Item 12. Exhibits.

Exhibit Number	Description
(a)(1)(a)**	Offer to Exchange Certain Unexercised Options for New Options dated March 1, 2004.
(a)(1)(b)**	Letter from Todd Bradley dated March 1, 2004.
(a)(1)(c)**	Form of Letter from Stock Administration dated March 1, 2004.
(a)(1)(d)**	Sample Election Form.
(a)(1)(e)**	Withdrawal Form.
(a)(1)(f)**	Form of Confirmation of Cancellation of Tendered Options.
(a)(1)(g)**	Form of Letter to U.K. Eligible Employees.
(a)(1)(h)**	Form of Email Notice re Schedule of Informational Meetings.
(a)(1)(i)**	Form of Confirmation of Receipt of Election Form.
(a)(1)(j)**	Form of Confirmation of Receipt of Withdrawal Form.
(a)(1)(k)**	Form of Reminder of Deadline Emails.
(a)(1)(l)**	Slide Presentation to Employees.
(a)(1)(m)**	Website Screen Shot of Document List.
(a)(1)(n)	Form of Email Notice to Employees re Option Exchange Deadline.
(b)	Not Applicable.
(d)(1)*	1999 Stock Plan, as amended.
(2)**	Form of 1999 Stock Plan Option Agreement.
(3)**	Form of 1999 Stock Plan Option Agreement for International Employees.
(g)	Not applicable.
(h)	Not applicable.

* Incorporated by reference to palmOne’s Registration Statement on Form S-8 (File No. 333-109302) filed with the Commission on September 30, 2003

** Previously filed.

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SIGNATURE

After due 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.

PALMONE, INC.

/s/    JUDY BRUNER

Judy Bruner

Chief Financial Officer

Date: March 24, 2004

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(a)**	Offer to Exchange Certain Unexercised Options for New Options dated March 1, 2004.
(a)(1)(b)**	Letter from Todd Bradley dated March 1, 2004.
(a)(1)(c)**	Form of Letter from Stock Administration dated March 1, 2004.
(a)(1)(d)**	Sample Election Form.
(a)(1)(e)**	Withdrawal Form.
(a)(1)(f)**	Form of Confirmation of Cancellation of Tendered Options.
(a)(1)(g)**	Form of Letter to U.K. Eligible Employees.
(a)(1)(h)**	Form of Email Notice re Schedule of Informational Meetings.
(a)(1)(i)**	Form of Confirmation of Receipt of Election Form.
(a)(1)(j)**	Form of Confirmation of Receipt of Withdrawal Form.
(a)(1)(k)**	Form of Reminder of Deadline Emails.
(a)(1)(l)**	Slide Presentation to Employees.
(a)(1)(m)**	Website Screen Shot of Document List.
(a)(1)(n)	Form of Email Notice to Employees re Option Exchange Deadline.
(b)	Not Applicable.
(d)(1)*	1999 Stock Plan, as amended.
(2)**	Form of 1999 Stock Plan Option Agreement.
(3)**	Form of 1999 Stock Plan Option Agreement for International Employees.
(g)	Not applicable.
(h)	Not applicable.

* Incorporated by reference to palmOne’s Registration Statement on Form S-8 (File No. 333-109302) filed with the Commission on September 30, 2003

** Previously filed

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EX-99.(A)(1)(N)

Exhibit (a)(1)(n)

From:

Sent:

To:

Subject: Option exchange deadline

Guys,

I’d like to remind you that the hard deadline for turning in your exchange option elections is 3/29 at 5 pm PST. There will be no exceptions as this process has to adhere to strict SEC rules. If you are planning to turn your elections in, please do it before the deadline. Please remember that the forms must be turned in either by hand delivery or fax. If you have questions about the offer or your specific situation, I encourage you to talk to Stock Admin, so you can make an informed decision.