SC TO-C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

(RULE 14d-100)

Electronic Arts Inc.

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

Options to Purchase Class B Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

Not Applicable

(CUSIP Number of Class of Securities)

Ruth A. Kennedy

Executive Vice President, General Counsel and Secretary

209 Redwood Shores Parkway

Redwood City, CA 94065

(650) 628-1500

(Name, address, and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)

Copy to:

Daniel J. Winnike, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not applicable.*	Not applicable.*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨ 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.

x 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 fee is a final amendment reporting the results of the tender offer:    ¨

SCHEDULE TO

This tender offer statement on Schedule TO is filed by Electronic Arts Inc., a Delaware corporation, and relates to preliminary communications regarding its planned offer to purchase all outstanding options to purchase Class B Common Stock, par value $0.01 per share. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934.

THE SOLICITATION AND THE OFFER TO PURCHASE OUTSTANDING OPTIONS TO PURCHASE ELECTRONIC ARTS’S CLASS B COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS, WHICH ELECTRONIC ARTS EXPECTS TO DISTRIBUTE TO ITS CLASS B OPTION HOLDERS ON MARCH 14, 2003. CLASS B OPTION HOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE OFFER. CLASS B OPTION HOLDERS WILL BE ABLE TO OBTAIN THE SCHEDULE TO, OFFER TO PURCHASE AND OTHER FILED DOCUMENTS WITHOUT CHARGE AT THE U.S. SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT WWW.SEC.GOV.

Item 12.    Exhibits.

(a)(5)(A)	Press release, dated March 4, 2003, issued by Electronic Arts Inc.
(a)(5)(B)	EA Action, Employee Communication dated March 4, 2003, issued by Electronic Arts.

EX-99.(A)(5)(A)

EXHIBIT 99.(a)(5)(A)

EA.COM CONSOLIDATED INTO CORE BUSINESS OPERATIONS

Pre-tax Charge Between $55 and $75 Million Expected

REDWOOD SHORES, Calif., March 4, 2003—Electronic Arts (NASDAQ: ERTS) today announced its intention to consolidate the assets and operations of EA.com into the company’s core operations. As a result, the company intends to eliminate dual class reporting as of April 1, 2003, the start of EA’s new fiscal year.

The overall consolidation is expected to create increased efficiency, a simplified reporting structure, and more directly integrate EA’s online activities into the company’s core console and PC business.

The company expects to record a pre-tax charge between $55 and $75 million in the current quarter ending March 31, 2003 principally as a result of asset impairments associated with EA.com. This estimate does however include restructuring costs resulting from the planned formation of EA’s studio hub in Los Angeles, California, which was announced in January of this year.

EA reiterates its financial guidance for the current quarter, excluding the charges detailed in this release. The company expects net revenues in the range of $420 to $460 million and diluted earnings per share between $0.27 and $0.35, excluding these charges.

Class B Shares / Options

America Online, Inc., pursuant to the terms of its original share purchase agreement, has exercised its right to exchange its Class B common shares and warrant for 477,000 shares of EA’s publicly traded Class A common stock. The Class B common shares are currently included in EA’s diluted earnings-per-share calculations. Outside of Electronic Arts, AOL was the largest holder of Class B shares.

EA plans to acquire the outstanding Class B shares not directly held by the company. Separately, EA expects to make a tender offer for all outstanding Class B stock options. Aggregate consideration associated with both the share purchase and option tender is not expected to exceed $2 million. The tender offer will commence within the next 10 business days and will be open for approximately 30 days.

This press release is not an offer to buy Class B options of Electronic Arts Inc. and any such offer for the Class B options will only be made pursuant to an offer to purchase and related materials that will be sent to holders of Class B options on March 12, 2003, or as soon thereafter as practicable. Option holders should read the offer materials carefully because they will contain important information. Option holders will be able to obtain the offer to purchase and other filed documents free at the U.S. Securities and Exchange Commission’s website at http://www.sec.gov. The offer to purchase, letter of transmittal and other supporting documents, as well as copies of documents referred to in the offer to purchase, may also be obtained free of charge from the company as provided in the offer to purchase.

About Electronic Arts

Electronic Arts (EA), headquartered in Redwood City, California, is the world’s leading interactive entertainment software company. Founded in 1982, Electronic Arts posted revenues of more than $1.7 billion for fiscal 2002. The company develops, publishes and distributes software worldwide for video game systems, personal computers and the Internet. Electronic Arts markets its products under four brand names: EA SPORTS^™, EA GAMES^™, EA SPORTS BIG^™ and EA.COM^SM. More information about EA’s products and full text of press releases can be found on the Internet at http://www.info.ea.com.

For additional information, please contact:
Karen Sansot	Jeff Brown
Director of Investor Relations	VP, Corporate Communications
650-628-5597	650-628-7922

EX-99.(A)(5)(B)

EXHIBIT 99.(a)(5)(B)

EA Action dated March 4, 2003

From John Riccitiello:

Later this morning we will be announcing that we are consolidating EA.com back into the EA core business and renaming EA.com, “EA Online Publishing.”

As expected, online capabilities are quickly becoming a component of nearly every game we make from our PC games to our PSWs to our EA Sports and EA Games console games. We are certainly seeing a strong online emphasis today from our console hardware partners. Because of our investment in EA.com, we are well positioned for future online expansion, building on our online technology, marketing and CRM expertise, studio product offerings, the AOL partnership, and the experience that we have acquired over the past three years. The foundation we have established is now better leveraged with more integration of our online activities into our core studio and publishing activities.

With this consolidation, the organization will be led as follows:

Erick Hachenburg will continue to lead the group (EA Online Publishing) and will continue to report to me. His team will continue to publish the web games (Pogo) business and Ultima Online as well as manage the EA/AOL site and online technology, CRM and subscription marketing groups. Joining the Online Publishing portfolio next month will be the Earth & Beyond franchise. Many of the team members from Las Vegas have been offered positions here at Redwood Shores and we are going through the relocation transition of the team now.

We will also be collapsing the Class B Tracking Stock. With the public markets and our performance with EA.com, it became more than unlikely that we would ever have the opportunity to go public with the Class B stock. As a senior leadership team, we have decided to offer those who hold Class B options the right to receive a cash payment in exchange for cancellation of the Class B options. We have established a one-time Class B repurchase program whereby we will provide you the opportunity to have EA repurchase your outstanding (vested & unvested) Class B options at $0.50 (fifty cents) per option. You will be receiving a separate communication on the Class B option purchase within the next two weeks.

I am attaching the press release that will go out later this morning. You will also see in the release that with the consolidation of the online efforts we will be taking a write-off of $55M-$75M this quarter.

I speak on behalf of the entire EA leadership team when I say thank you for all the hard work, belief and commitment that you have shown and continue to show for our online team and efforts. The work we have done and your continuing dedication will help prepare us for a great EA future.

Thanks.

This communication is neither an offer to buy nor the solicitation of an offer to sell Class B options of Electronic Arts Inc. The solicitation and the offer for the Class B options will only be made pursuant to an offer to purchase and related materials that will be sent to holders holders of Class B options on March 14, 2003, or as soon thereafter as practicable. Option holders should read these materials carefully because they will contain important information, including various terms and conditions of the offer. Option holders will be able to obtain the offer to purchase and other filed documents free at the U.S. Securities and Exchange Commission’s website at www.sec.gov <http://www.sec.gov>. The offer to purchase, letter of transmittal and other supporting documents, as well copies of documents referred to in the offer to purchase, may also be obtained free of charge from the Company as provided in the offer to purchase.